Management has evaluated events occurring after the balance sheet date through August 15, 2022, the date in which the financial statements were available to be issued.

The Company entered into an Asset Purchase Agreement with Trend Promotional Marketing Corporation (the Seller), a Texas S-corporation, pursuant to which the Company agreed to acquire substantially all of the assets of the Seller used in the Seller’s branding, marketing and promotional products and services business for an aggregate purchase price of (a) $175,000 closing cash payment; (b) an amount equal to the amount paid by the Seller (at cost) for all of the Seller’s Inventory (as defined in the Purchase Agreement) that is on hand as of the date and time of the Closing (the “Closing Date”); and (c) an amount equal to the depreciated value of the Seller’s Fixed Assets (as defined in the Purchase Agreement). At the Closing, the Company will also issue the Restricted Shares in an amount equal to the quotient of $100,000 divided by the daily volume-weighted average price of the Company’s common stock on the Nasdaq Capital Market for the five trading days prior to the Closing Date. Following the Closing, the Company will make four annual installment payments (each, an “Installment Payment,” and severally, the “Installment Payments”) to the Seller, consisting of (i) $37,500 within 45 days of the first anniversary of the Closing Date, (ii) $37,500 within 45 days of the second anniversary of the Closing Date, (iii) $25,000 within 45 days of the third anniversary of the Closing Date, and (iv) $25,000 within 45 days of the fourth anniversary of the Closing Date. The Company will also make the Earnout Payments subsequent to closing, if applicable.