CORPORATE UNIVERSE INC (Form: 10-Q, Received: 11/22/2021 15:34:40)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to___________________________

Commission File Number: 000-56271

CORPORATE UNIVERSE, INC.

(Exact name of registrant as specified in its charter)

Delaware		85-2005645
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2093 Philadelphia Pike #8334 Claymont, DE		19703
(Address of principal executive offices)		(Zip Code)

(302) 273-1150

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common		COUV		OTC – Pink Sheet

The number of shares outstanding of the registrant’s common stock, par value of $0.0001 on November 19, 2021, was 426,049,670.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements.	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.	Controls and Procedures.	12

PART II—OTHER INFORMATION

Item 5.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 6.	exhibits.	14
SIGNATURES		15

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Financial Statements

Corporate Universe, Inc.

		Page
Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020		F-1

Statements of Operations (unaudited) for the three and nine months ended September 30, 2021 and 2020		F-2

Statements of Stockholders’ Equity (unaudited) for the three and nine months ended September 30, 2021		F-3

Statements of Stockholders’ Deficit (unaudited) for the three and nine months ended September 30, 2020		F-4

Statements of Cash Flows (unaudited) for the nine months ended September 30, 2021 and 2020		F-5

Notes to the Unaudited Financial Statements		F-6

Table of Contents

CORPORATE UNIVERSE, INC.
BALANCE SHEETS

	September 30,			December 31,
	2021			2020
	(Unaudited)
ASSETS
Cash	$	7,772		$	475
Prepaid expenses		3,500			-
		11,272			475

Note receivable		1,595,000			100,000
Interest receivable		65,800			418
Investment in Medicevo Corp		-			430,800
Total assets	$	1,672,072		$	531,693

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	1,400		$	-
Total liabilities		1,400			-

Commitments and contingencies (Note 5)

Stockholder's equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized;
Series E: 81,100 authorized; 81,032 shares issued and outstanding		8			8
Series F: 500,000 authorized; 100,000 shares issued and outstanding		10			10
Series C: 100,000 authorized; 0 shares issued and outstanding		-			-
Series G: 25 authorized; 17 and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.0001 par value; 2,500,000,000 shares authorized 426,049,670 and 462,716,330 issued and outstanding at September 30, 2021 and December 31, 2020, respectively		42,605			46,272
Common stock to be issued		750			2,750
Additional paid in capital		64,521,758			62,821,091
Accumulated deficit		(62,894,459	)		(62,338,438	)
Total stockholders' equity		1,670,672			531,693
Total liabilities and stockholders' equity	$	1,672,072		$	531,693

See accompanying notes to the unaudited financial statements.

F-1

Table of Contents

CORPORATE UNIVERSE, INC.
STATEMENTS OF OPERATIONS
UNAUDITED

	For the three months ended September 30,						For the nine months ended September 30,
	2021			2020			2021			2020

Revenues	$	-		$	-		$	-		$	-

Operating expenses:
Professional fees		34,575			5,000			95,190			17,500
Personnel expenses		22,500			-			67,502			-
General and administrative		8,694			29,301			27,913			29,301
Total operating expenses		65,769			34,301			190,605			46,801

Net operating loss		(65,769	)		(34,301	)		(190,605	)		(46,801	)

Other income (expense):
Interest expense		-			(2,184	)		-			(3,230	)
Change in fair value of derivative liabilities		-			(405,825	)		-			(1,589,898	)
Interest income		31,017			-			65,384			-
Loss on impairment of investment		-			-			(430,800	)		-
Total other income (expense)		31,017			(408,009	)		(365,416	)		(1,593,128	)

Net loss	$	(34,752	)	$	(442,310	)	$	(556,021	)	$	(1,639,929	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding, basic and diluted		467,933,723			559,409,761			477,002,045			559,409,761

See accompanying notes to the unaudited financial statements.

F-2

Table of Contents

CORPORATE UNIVERSE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 (UNAUDITED)

	Preferred Stock				Common Stock						Common Stock to be Issued						Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Deficit			Total

Balance, December 31, 2020		181,032	$	18		462,716,330		$	46,272			27,500,000		$	2,750		$	62,821,091		$	(62,338,438	)	$	531,693

Issuance to stock committed in 2020		-		-		20,000,000			2,000			(20,000,000	)		(2,000	)		-			-			-

Sale of Series G Preferred Stock		13.5		-		-			-			-			-			1,350,000			-			1,350,000

Stock issuance costs		-		-		-			-			-			-			(10,000	)		-			(10,000	)

Net loss		-		-		-			-			-			-			-			(81,305	)		(81,305	)

Balance, March 31, 2021		181,046		18		482,716,330			48,272			7,500,000			750			64,161,091			(62,419,743	)		1,790,388

Sale of Series G Preferred Stock		1.75		-		-			-			-			-			185,000			-			185,000

Net loss		-		-		-			-			-			-			-			(439,964	)		(439,964	)

Balance, June 30, 2021		181,047		18		482,716,330			48,272			7,500,000			750			64,346,091			(62,859,707	)		1,535,424

Sale of Series G Preferred Stock		1.70		-		-			-			-			-			170,000			-			170,000

Cancellation of common stock		-		-		(56,666,660	)		(5,667	)		-			-			5,667			-			-

Net loss		-		-		-			-			-			-			-			(34,752	)		(34,752	)

Balance, September 30, 2021		181,049	$	18		426,049,670		$	42,605			7,500,000		$	750		$	64,521,758		$	(62,894,459	)	$	1,670,672

See accompanying notes to the unaudited financial statements.

F-3

Table of Contents

CORPORATE UNIVERSE, INC.
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 (UNAUDITED)

	Preferred Stock				Common Stock					Additional Paid-In		Accumulated			Treasury Common
	Shares		Amount		Shares			Amount		Capital		Deficit			Stock			Total
Balance, December 31, 2019		-	$	-		565,716,330		$	56,572	$	423,628	$	(498,104	)	$	-		$	(17,904	)

Net loss		-		-		-			-		-		(219,922	)		-			(219,922	)

Balance, March 31, 2020		-		-		565,716,330			56,572		423,628		(718,026	)		-			(237,826	)

Net loss		-		-		-			-		-		(977,697	)		-			(977,697	)

Balance, June 30, 2020		-		-		565,716,330			56,572		423,628		(1,695,723	)		-			(1,215,523	)

Repurchase of common stock		-		-		(108,000,000	)		-		-		-			(2,500	)		(2,500	)

Net loss		-		-		-			-		-		(442,310	)		-			(442,310	)

Balance, September 30, 2020		-	$	-		457,716,330		$	56,572	$	423,628	$	(2,138,033	)	$	(2,500	)	$	(1,660,333	)

See accompanying notes to the unaudited financial statements.

F-4

Table of Contents

CORPORATE UNIVERSE, INC.
STATEMENTS OF CASH FLOWS
UNAUDITED

	For the nine months ended September 30,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(556,021	)	$	(1,639,929	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative liabilities		-			1,589,898
Amortization of debt discount		-			1,737
Fees paid by note in lieu of cash		-			18,820
Loss on impairment of investment		430,800			-
Changes in operating assets & liabilities:
Accounts payable		1,400			-
Interest receivable		(65,382	)		-
Prepaid expenses		(3,500	)		-
Related party advances		-			16,276
Accrued interest		-			5,173
Net cash used in operating activities		(192,703	)		(8,025	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash issued for note receivable		(1,495,000	)		-
Net cash (used in) provided by investing activities		(1,495,000	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable		-			12,500
Proceeds from the issuance of Series G Preferred Stock		1,695,000			-
Net cash provided by financing activities		1,695,000			12,500

NET INCREASE IN CASH		7,297			4,475
CASH, BEGINNING OF PERIOD		475			-
CASH, END OF PERIOD	$	7,772		$	4,475

Supplemental disclosure of cash flow information
Cash paid for interest expense	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the unaudited financial statements.

F-5

Table of Contents

CORPORATE UNIVERSE, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

1. Nature of operations

Corporate Universe, Inc (“COUV” or the “Company”) was incorporated in Delaware on May 28, 1986 as Cross Atlantic Capital Inc. On January 5, 1998, the Company changed its name to Elgin e2, Inc. On June 16, 1999 the Company changed its name to Elgin Technologies Inc. On September 30, 2008, the Company changed its name to Inicia Incorporated (“Inicia”). On August 9, 2010, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware. The filing with the Secretary of State changed the name from Inicia to Corporate Universe, Inc.

On June 29, 2011, the Company changed its name to Carrier Alliance Group Inc. On July 17, 2020, the Company changed its name back to Corporate Universe, Inc.

On December 10, 2020, the Company signed a Letter of Intent (the “Letter of Intent”), the purpose of which was to acquire 100% of the equity interest of Oxcion Limited, an entity incorporated and registered under the laws of England and Wales (Registration Number 06826090), which was formerly known as Solutions for Start Up Ventures Limited (“Solutions”), (the “Acquisition”) the owner of the ongoing business and assets of Zapgo Limited, including patents, patent applications, trademarks, and design rights in the areas of high temperature super capacitors, high voltage super capacitors and charging infrastructure (the “Zapgo Patents”), which are listed herein as an Exhibit hereto.

The material terms of the Letter of Intent included the acquisition by COUV of 100% of the common stock in the entity which owned the Zapgo Patents, in exchange for the issuance by COUV of 100,000,000 shares of newly issued common stock in the Company and a newly created series of preferred stock in the Company which shall be convertible into 60% of the issued and outstanding shares of the Company. Upon signing the Binding Letter of Intent, the Company loaned $100,000 (See Note 7) to be forgiven at Closing.

Because Zapgo Limited had been placed in Administration, (which is essentially the United Kingdom’s equivalent of bankruptcy, with an Administrator serving in a role equivalent to a bankruptcy trustee in the United States), in order to acquire the ongoing business and assets of Zapgo, it was necessary to purchase those from the Joint Administrators, (Buchler Phillips Limited, 6 Grosvenor Street, Mayfair, London W1K 4PZ and Aspect Plus Limited, 40a Station Road, Upminister, Essex RM14 2TR). Under the terms of a Business Sale Areement between Oxcion Limited and the Joint Administrators, Oxcion Limited paid a deposit of £110,000 to secure the Zapgo Assets and then was required to make five further instalments of £70,000 each totaling £350,000, with the final balance due by February 28, 2021.

As required by the Letter of Intent, in order to fund the purchase of the Zapgo Assets by Oxcion Limited, the Company loaned an additional $400,000, of which $270,000 was an immediate payment of the remainder of the purchase price (the equivalent of £210,000) owed to the Joint Administrators of Zapgo Limited (together, the “Administrator”), such that the Administrator was paid in full by February 28, 2021, and the Administrator’s lien on the Zapgo Assets was discharged on March 16, 2021.

Additionally, the Letter of Intent required Oxcion Limited to enter into employment agreements with its key executives, and that the Company appoint Andrew Sispoidis to its Board of Directors and as the Company’s Chief Executive Officer at Closing.

On March 16, 2021, as part of the reorganization of its business in preparation for the Acquisition, Oxcion Limited became a wholly-owned subsidiary of Carbon-Ion Energy, Inc., a Delaware corporation (“Carbon-Ion”), which assumed the legal right to complete the Acquisition, as set forth in the Binding Letter of Intent. For clarity, on December 10, 2020, at the time of the execution of the Binding Letter of Intent, the proposed name of the entity which was to be created in order to be assigned the Zapgo Patents from Solutions, now known as Oxcion Limited) was “Carbon-Ion Energy Storage, Ltd.”, a Delaware corporation, which is the name reflected in Note 1 of the financial statements and notes contained herein for the period ending December 31, 2020. However, subsequent to the fiscal 2020 year-end, Carbon-Ion Energy, Inc., a Delaware corporation, was the entity actually formed to take the place of “Carbon-Ion Energy Storage, Ltd.”, and Oxcion became a wholly-owned subsidiary of Carbon-Ion Energy, Inc., such that Carbon-Ion Energy, Inc. was the entity which subsequently entered into the Share Exchange Agreement, Secured Promissory Note, and Security Agreement, all of which are attached hereto as Exhibits. Therefore, Carbon-Ion Energy, Inc. is the entity referred to herein as “Carbon-Ion.”

F-6

Table of Contents

Pursuant to the terms of the Share Exchange Agreement between the Company and Carbon-Ion, the Company anticipates a change in control upon the Closing of the Acquisition, which includes the appointment of Andrew Sispoidis to the Company’s Board of Directors and the Company’s Chief Executive Officer.

On April 13, 2021, the Company entered into a Share Exchange Agreement with Carbon-Ion in order to complete the Acquisition as set forth in the Binding Letter of Intent.

On April 13, 2021, in connection with the Share Exchange Agreement, the Company also entered into a Secured Promissory Note, and Security Agreement, under which the Company agreed to loan $1,000,000 to Carbon-Ion, to be secured by the assets of Carbon-Ion and its wholly-owned subsidiary, Oxcion Limited. Both Carbon-Ion and Oxcion Limited are Grantors under the Security Agreement, such that the Company has a security interest in the assets of Oxcion Limited, the most important assets of which are the ongoing business and assets of Zapgo Limited (“Zapgo”), including Zapgo’s patents and other intellectual property, and contracts of employment (the “Zapgo Assets”), which Oxcion Limited acquired on September 11, 2020 from Zapgo from the Zapgo Administrators.

Also on April 13, 2021, in connection with the Share Exchange Agreement, Carbon-Ion issued the Company a Promissory Note in the principal amount of $1,500,000, which includes the loan of $1,000,000 on April 13, 2021, and also replaces the previous $100,000 promissory note dated December 11, 2020 and the subsequent $400,000 promissory note dated January 25, 2021 issued to the Company by Solutions, and such replacement was formalized in a Termination Agreement, also signed on April 13, 2021

Subsequent to the issuance of the Promissory Notes described above, two further Promissory Notes were issued. The first was issued on August 23, 2021 in the principal amount of $95,000 and the second was issued on October 28, 2021 in the principal amount of $240,000. These notes also are covered under the Termination Agreement.

The closing of the Exchange took place on November 12, 2021.

As of the date of filing, the business activities of Carbon-Ion, and its subsidiary, Oxcion Limited, consist only of the ownership and maintenance of such ownership of the Zapgo Patents. We intend to carry on Carbon-Ion’s business as our primary line of business. Carbon-Ion is headquartered in Claymont, Delaware, and intends to focus on the development of a new class of energy storage device with considerable functional improvements over commercially available supercapacitors or ‘ultracapacitors’. This technology is referred to as the Carbon-Ion or C-Ion cell in contrast to Lithium-ion or Li-ion.

The Company has a focus on emerging business development to create value for our shareholders and provide the environment for business growth and stability. Consistent with this focus, the Company’s acquisition of Carob Ion, and its wholly-owned subsidiary, Oxcion, will allow the Company to explore various strategies to create revenue for the Company and its shareholders from the Zapgo Patents, which strategies can include the development of technology based on the Zapgo Patents into products which can be sold by the Company, entering into joint ventures with other companies that can manufacture or market the technology based on the Zapgo Patents, to seek the sale of certain Zapgo Patents and to pursue licensing agreements with other companies or institutions which may seek to develop and market the technology based on the Zapgo Patents.

2. Summary of significant accounting policies

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant assumptions and estimates relate to the valuation of equity issued for services, valuation of equity associated with convertible debt, the valuation of derivative liabilities, and the valuation of deferred tax assets. Actual results could differ from these estimates.

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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) 2014-09, “Revenue from contracts with customers,” (Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods in the contract; (ii) determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Topic 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.

Fair Value Measurements and Fair Value of Financial Instruments

The Company adopted Accounting Standard Codification (“ASC”) Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3: Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The estimated fair value of certain financial instruments, including all current liabilities are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The estimated fair value of derivatives are calculated using a Monte Carlo Simulation (“MCS”) model.

Fair Value of Financial Instruments

ASC subtopic 825-10, Financial Instruments ("ASC 825-10") requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Derivative Liability

The Company evaluates convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging”. The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

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Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Stock Based Compensation Expense

The Company records stock-based compensation in accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Accounting for Stock Compensation,” which establishes accounting standards for transactions in which an entity exchanges its equity instruments for goods or services. In accordance with guidance provided under ASC Topic 718, the Company recognizes an expense for the fair value of its stock awards at the time of grant and the fair value of its outstanding stock options as they vest, whether held by employees or others. As of September 30, 2021 and December 31, 2020, there were no options outstanding.

Convertible Debentures

If the conversion features of conventional convertible debt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversion feature ("BCF"). A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 "Debt with Conversion and Other Options". In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and the Company amortizes the discount to interest expense, over the life of the debt.

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Our federal tax return and any state tax returns are not currently under examination.

The Company has adopted FASB ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Net Income (Loss) Per Common Share

The Company computes loss per common share, in accordance with FASB ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants.

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Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Going concern

The accompanying financial statements have been prepared on a going concern basis. For the nine months ended September 30, 2021, the Company had a net loss of $556,021, had net cash used in operating activities of $192,703, had negative working capital of $9,872, accumulated deficit of $62,894,459 and stockholders’ equity of $1,670,672. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

4. Concentration of credit risks

The Company maintains accounts with financial institutions. All cash in checking accounts is non-interest bearing and is fully insured by the Federal Deposit Insurance Corporation (FDIC). At times, cash balances may exceed the maximum coverage provided by the FDIC on insured depositor accounts. The Company believes it mitigates its risk by depositing its cash and cash equivalents with major financial institutions. There were no cash deposits in excess of FDIC insurance at September 30, 2021 and December 31, 2020.

5. Commitments and contingencies

During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. As of September 30, 2021 and December 31, 2020, the Company is not aware of any contingent liabilities that should be reflected in the financial statements.

6. Investment in Medicevo

On November 2, 2020 and subsequently amended on December 1, 2020, the Company entered into an Share Exchange agreement to acquire 1,000,000 Shares of Medicevo Corporation (“Medicevo”), a Delaware Corporation, from its shareholder, for $150,000 in cash invested in Medicevo and 15,600,000 shares of the Company’s common stock valued at $280,800 to Medicevo’s shareholder. The Company has recorded the Investment in Medicevo in the amount of $430,800 as a non-current asset on the balance sheet and accounts for the investment under the cost method, which requires a periodic assessment for impairment. Medicevo’s majority shareholder is beneficially controlled by Isaac H. Sutton, the Company’s CEO. During the nine months ended September 30, 2021, Medicevo has discontinued operations and consequently, the Company recorded an impairment loss of $430,800.

7. Note receivable

On December 11, 2020, the Company loaned Start-Up Ventures Limited, an affiliate of Carbon-Ion Energy Inc. (“Carbon-Ion”) $100,000. The loan was documented by a Promissory Note with an interest rate of 8% and maturity date of December 31, 2021. During the nine months ended September 30, 2021, the Company loaned an additional $1,495,000 and received a promissory note from Start-Up Ventures Limited. The note has an interest rate of 8% and a maturity date of March 31, 2022. During the nine months ended September 30, 2021, the Company recorded $65,384 in interest income. This note was part of the consideration agreed to, per a letter of intent to merge Carbon-Ion. See Note 1.

On April 13, 2021, the Company entered into a Share Exchange Agreement with Carbon-Ion in order to complete the Acquisition as set forth in the Binding Letter of Intent.

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On April 13, 2021, in connection with the Share Exchange Agreement, the Company also entered into a Securities Purchase Agreement, Secured Promissory Note, and Security Agreement, under which the Company agreed to loan $1,000,000 to Carbon-Ion, to be secured by the assets of Carbon-Ion and its wholly-owned subsidiary, Oxcion Limited. Both Carbon-Ion and Oxcion Limited are Grantors under the Security Agreement, such that the Company has a security interest in the assets of Oxcion Limited, the most important assets of which are the ongoing business and assets of Zapgo Limited (“Zapgo”), including Zapgo’s patents and other intellectual property, and contracts of employment (the “Zapgo Assets”), which Oxcion Limited acquired on September 11, 2020 from Zapgo from the Zapgo Administrators.

Also on April 13, 2021, in connection with the Share Exchange Agreement, Carbon-Ion issued the Company a Promissory Note in the principal amount of $1,500,000, which includes the loan of $1,000,000 on April 13, 2021, (and also replaces the previous $100,000 promissory note dated December 11, 2020 and the subsequent $400,000 promissory note dated January 25, 2021 issued to the Company by Solutions, and such replacement was formalized in a Termination Agreement, also signed on April 13, 2021. An additional $95,000 was loaned on August 23, 2021, with 8% interest and matures on August 22, 2022.

As of the date of filing, the Company and Carbon-Ion are in the process of completing the steps necessary for the Closing of the Acquisition, the details of which shall be included in a subsequent Current Report to be filed on Form 8-K and the Company intends to provide further detail as to the proposed change in control in a Schedule 14 to be filed with the SEC. The closing of the Exchange took place on November 12, 2021.

Pro Forma Disclosures

The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Carbon-Ion for the nine months ended September 30, 2021 and 2020, respectively. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to each of these acquisitions and the related equity issuances as if each had occurred on January 1, 2020. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations.

The following table summarizes on an unaudited pro forma basis the Company’s balance sheets as of September 30, 2021 and 2020.

	2021		2020
Assets	$	9,854,388	$	673,652

Liabilities		1,600,298	$	783,532
Stockholders’ equity		8,254,090	$	(109,880	)
Liabilities and Stockholders’ equity	$	9,854,388	$	(109,880	)

The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the nine months ended September 30, 2021:

	2021			2020
Net loss	$	(2,697,827	)	$	(109,880	)
Net loss per share- basic and diluted	$	(0.34	)	$	(109880.0	)
Weighted average number of shares of common
stock outstanding- basic and diluted		8,000,000			1

The calculations of pro forma net revenue and pro forma net loss give effect to the business combinations for the period from January 1, 2020 until the respective closing dates for (i) the historical net revenue and net income (loss), as applicable, of the acquired businesses, (ii) incremental depreciation and amortization for each business combination based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the business combinations.

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8. Equity

Common Stock

On October 13, 2020, the Company filed a Complaint in the United States District Court of Maryland (the “Court”) under Case No. 1:20-cv-02925-ELH against three corporate entities which are shareholders of the Company’s Common Stock, related to issuances of 56,666,660 common shares to them in 2010, by former management. On April 9, 2021, the Company filed a Motion for Default against the defendants, which was granted by the Court on April 20, 2021. Because the defendants did not file a Motion to Vacate the Order of Default, on May 22, 2021, the Company filed a Motion for Default Judgment against them, which was granted by the Court. As a result of the Default Judgment, the Company cancelled 56,666,600 shares of Common Stock.

Preferred Stock

The Company has 1,000,000 Shares of Preferred Stock authorized with a par value of $0.0001. The Company has allocated 100,000 Shares for Series C Preferred, 81,100 Shares for Series E Preferred 500,000 for Series F Preferred, and 25 for Series G Preferred.

Series C — As of September 30, 2021 and December 31, 2020, there are no Series C shares outstanding. The Series C Preferred has the following designations:

	·	Convertible into common upon the Company completing a reverse stock split upon which the amount converted will equal 20% of the issued and outstanding common shares per the reverse split.
	·	The holders are entitled to receive dividends on par with common on an as converted basis.
	·	In the event of reorganization this Class of Preferred will not be affected by any such capital reorganization.
	·	Voting: The holder of this Series of Preferred shall be entitled to vote representing 20% of the votes eligible to be cast in the matter.

Series E — As of September 30, 2021 and December 31, 2020, there are 81,032 issued and outstanding. The Series E Preferred has the following designations:

	·	Convertible at option of holder; 1 preferred share is convertible into 1,000 common shares
	·	The holders are entitled to receive dividends if and when declared.
	·	The Series E holders are entitled to receive liquidation in preference to the common holders or any other class or series of preferred stock.
	·	Voting: The Series E holders are entitled to vote together with the common holders as a single class representing 100 votes.

Series F —As of September 30, 2021 and December 31, 2020 there were 100,000 shares issued and outstanding. The Series F Preferred has the following designations:

	·	Convertible at option of holder; 1 preferred share is convertible into $0.25 per share (4,000,000 common shares)
	·	The holders are entitled to receive dividends if and when declared.
	·	The Series F holders are entitled to receive liquidation in preference to the common holders but not above the Series E preferred stock.
	·	Voting: The Series F holders are entitled to vote together with the common holders as a single class representing 100 votes.

Series G — As of September 30, 2021 and December 31, 2020 there were 18 and 0 shares issued and outstanding, respectively. The Series G Preferred has the following designations:

	·	25 shares designated
	·	Each share is convertible at option of holder into 4,000,000 common shares
	·	The holders are entitled to receive dividends if and when declared.
	·	The Series G holders are entitled to receive liquidation in preference to the common holders and any subsequent issuances of preferred stock.
	·	Voting: Each share of the Series G holders is entitled to 4,000,000 votes on all matters before the common stock shareholders.

Between January 5, 2021 and September 30, 2021,the Company sold 16.95 shares of Series G Preferred Stock to multiple investors for an aggregate $1,695,000 or $100,000 per share.

The Company has evaluated each series of the Preferred Stock for proper classification under ASC 480 - Distinguishing Liabilities from Equity and ASC 815 - Derivatives and Hedging.

ASC 480 generally requires liability classification for financial instruments that are certain to be redeemed, represent obligations to purchase shares of stock or represent obligations to issue a variable number of common shares. The Company concluded that each series of Preferred Stock was not within the scope of ASC 480 because none of the three conditions for liability classification was present.

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ASC 815 generally requires an analysis of embedded terms and features that have characteristics of derivatives to be evaluated for bifurcation and separate accounting in instances where their economic risks and characteristics are not clearly and closely related to the risks of the host contract. However, in order to perform this analysis, the Company was first required to evaluate the economic risks and characteristics of each series of the Preferred Stock in its entirety as being either akin to equity or akin to debt. The Company’s evaluation concluded that each series of Preferred Stock was more akin to an equity-like contract largely due to the fact the financial instrument is not mandatorily redeemable for cash and the holders are not entitled to any dividends. Other features of the Preferred Stock that operate like equity, such as the conversion option and voting feature, afforded more evidence, in the Company’s view, that the instrument is more akin to equity. As a result, the embedded conversion features are clearly and closely related to their equity host instruments. Therefore, the embedded conversion features do not require bifurcation and classification as derivative liabilities.

9 Subsequent events

Share Exchange Agreement

On April 13, 2021, Corporate Universe, Inc. (the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) with Carbon-Ion Energy, Inc. (“Carbon-Ion”) and the shareholders of Carbon-Ion. The Share Exchange Agreement was disclosed in the Form 10 Registration Statement that was initially filed by the Company with the SEC on April 26, 2021. The closing of the Exchange took place on November 12, 2021 (the “Closing Date”).

Pursuant to the Share Exchange Agreement, Carbon-Ion became a wholly owned subsidiary of the Company (the “Exchange”). As consideration for the Exchange, the shareholders of Carbon-Ion (the “Shareholders”) exchanged an aggregate of 100,000,000 shares of common stock of Carbon-Ion, constituting all shares of capital stock of Carbon-Ion issued and outstanding (the “Carbon-Ion Shares”) for an aggregate of 100,000,000 shares of the Company’s common stock (the “Common Stock”) and 100,000 shares of the Company’s series D preferred stock (the “Series D Preferred Stock”). Each shares of our Series D Preferred Stock is convertible into Common Stock at a ratio of 12,937.5 shares of Common Stock for each share of Series D Preferred Stock held. The Agreement contains customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the consideration exchanged, the process of exchanging the consideration and the effect of the Exchange.

Subsequent to the consummation of the Exchange, the Company had 526,049,670 shares of Common Stock issued and outstanding, 100,000 shares of Series D Preferred Stock issued and outstanding (which is convertible into 1,035,000,000 shares of Common Stock), 81,032 shares of Series E Preferred Stock issued and outstanding (which is convertible into 81,032,000 shares of Common Stock), 100,000 shares of Series F Preferred Stock issued and outstanding (which is convertible into 4,000,000 shares of Common Stock), and 19.45 shares of Series G Preferred Stock issued and outstanding (which is convertible into 77,400,000 shares of Common Stock).

Preferred Stock

On November 16, 2021, the Company’s designation of Series D Preferred Stock was filed with the State of Delaware.

Subsequent to September 30, 2021,the Company sold 2.5 shares of Series G Preferred Stock for $250,000

Officer/Director Appointment

Effective as of November 12, 2011, the Company appointed Jack Brooks as President and a Director.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain forward-looking statements. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section titled “Risk Factors” of our Annual Report on Form 10K/A filed on June 25, 2021. We undertake no obligation to publicly update or revise any forward-looking statements, including any changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements

Forward-Looking Statements

Some of the statements under “Management's Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report on Form 10-Q identify important factors, which you should consider in evaluating our forward-looking statements. These factors include, among other things:

	·	The unprecedented impact of the COVID-19 pandemic on our business, customers, employees, consultants, service providers, stockholders, investors and other stakeholders;

	·	The speculative nature of the business we intend to develop;

	·	Our reliance on suppliers and customers;

	·	Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern;”

	·	Our ability to effectively execute our business plan;

	·	Our ability to manage our expansion, growth and operating expenses;

	·	Our ability to finance our businesses;

	·	Our ability to promote our businesses;

	·	Our ability to compete and succeed in highly competitive and evolving businesses;

	·	Our ability to respond and adapt to changes in technology and customer behavior; and

	·	Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.

Although the forward-looking statements in this Quarterly Report on Form 10-Q are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to update this Quarterly Report on Form 10-Q or otherwise make public statements updating our forward-looking statements.

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Critical Accounting Policies

Basis of Presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

Revenue Recognition

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company expects to recognize revenues as the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied.

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Fair Value Measurements and Fair Value of Financial Instruments

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Fair Value of Financial Instruments

The Company follows ASC subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value.

Derivative Liability

Cash and Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents.

Stock Based Compensation Expense

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Convertible Debentures

Advertising, Marketing and Public Relations

The Company follows the policy of charging the costs of advertising, marketing, and public relations to expense as incurred.

Income Taxes

Net Income (Loss) Per Common Share

Recent Accounting Pronouncements

Organization and Nature of Business

Corporate Universe, Inc ("COUV” or the "Company”) was incorporated in Delaware on May 28, 1986 as Cross Atlantic Capital Inc. On January 5, 1998, the Company changed its name to Elgin e2, Inc. On June 16, 1999 the Company changed its name to Elgin Technologies Inc. On September 30, 2008, the Company changed its name to Inicia Incorporated (“Inicia”). On August 9, 2010, the Company filed a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware. The filing with the Secretary of State changed the name from Inicia to Corporate Universe, Inc.

On June 29, 2011, the Company changed its name to Carrier Alliance Group Inc. On July 17, 2020, the Company changed its name back to Corporate Universe, Inc.

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On April 13, 2021, the Company entered into a Share Exchange Agreement with Carbon-Ion in order to complete the Acquisition as set forth in the Binding Letter of Intent.

Also on April 13, 2021, in connection with the Share Exchange Agreement, Carbon-Ion issued the Company a Promissory Note in the principal amount of $1,500,000, which includes the loan of $1,000,000 on April 13, 2021, (and also replaces the previous $100,000 promissory note dated December 11, 2020 and the subsequent $400,000 promissory note dated January 25, 2021 issued to the Company by Solutions, and such replacement was formalized in a Termination Agreement, also signed on April 13, 2021

The closing of the Exchange took place on November 12, 2021.

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Results of Operations

Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020

Revenues

Revenues for the three months ended September 30, 2021 were $0 as compared with $0 for the comparable prior period, a change of $0, or 0%. The lack of revenue is due to the fact that the Company recommenced operations in 2020 following a period of dormancy under prior management.

Operating Expenses

Operating expenses for the three months ended September 30, 2021 were $65,769 as compared with $34,301 for the comparable prior period, an increase of $31,468. The increase in operating expenses is due to the recommencement of business operations in 2020 following a period in which the Company was dormant under prior management, resulting in a $22,500 increase in personnel expenses, a $29,575 increase in professional fees, and a $20,607 decrease in general and administrative expenses compared to the comparable prior period.

Net Operating Loss

Our net operating loss for the three months ended September 30, 2021 was $65,769 as compared with a net operating loss of $34,301 for the comparable prior period, an increase of $31,468. The increase in net operating loss is primarily due to the increase in operating expenses recorded in the current period due to the commencement of operations in 2020 compared to the comparable prior period.

Other Income (Expenses)

Other income (expenses) for the three months ended September 30, 2021 was $31,017 as compared with $(408,009) for the comparable prior period. The current period has interest income in the amount of $31,017 versus the prior period which had interest expense in the amount of $2,184 and $405,825 related to the change in fair value of derivatives, which are no longer on the Company’s books since the notes were converted.

Net Loss

Our net loss for the three months ended September 30, 2021 was $34,752 as compared with a net loss of $442,310 for the comparable prior year period, a decrease of $407,558. The decrease in net loss is primarily due to the change in fair value of derivative liabilities in the comparable prior period.

Nine months Ended September 30, 2021 Compared to the Nine months Ended September 30, 2020

Revenues

Revenues for the nine months ended September 30, 2021 were $0 as compared with $0 for the comparable prior period, a change of $0, or 0%. The lack of revenue is due to the fact that the Company recommenced operations in 2020 following a period of dormancy under prior management.

Operating Expenses

Operating expenses for the nine months ended September 30, 2021 were $190,605 as compared with $46,801 for the comparable prior period, an increase of $143,804. The increase in operating expenses is due to the recommencement of business operations in 2020 following a period in which the Company was dormant under prior management, resulting in a $67,502 increase in personnel expenses, a $77,690 increase in professional fees, and a $1,388 decrease in general and administrative expenses compared to the comparable prior period.

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Net Operating Loss

Our net operating loss for the nine months ended September 30, 2021 was $190,605 as compared with $46,801 for the comparable prior period, an increase of $143,804. The increase in net operating loss is primarily due to the increase in operating expenses recorded in the current period due to the commencement of operations in 2020 compared to the comparable prior period.

Other Income (Expenses)

Other income (expenses) for the nine months ended September 30, 2021 was $365,416 as compared with $1,593,128 for the comparable prior period. The current period has interest income in the amount of $65,384 and a loss on impairment of investment in the amount of $430,800 versus the prior period which had interest expense in the amount of $3,230 and $1,589,898 related to the change in fair value of derivatives, which are no longer on the Company’s books since the notes were converted.

Net Loss

Our net loss for the nine months ended September 30, 2021 was $556,021 as compared with a net loss of $1,639,929 for the comparable prior year period, a decrease of $1,083,908. The decrease in net loss is primarily due to the change in fair value of derivative liabilities in the comparable prior period.

Current Liquidity and Capital Resources for the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020

	2021			2020
Summary of Cash Flows:
Net cash used in operating activities	$	(192,703	)	$	(8,025	)
Net cash used in investing activities		(1,495,000	)		-
Net cash provided by financing activities		1,695,000			12,500
Net increase in cash and cash equivalents		7,297			4,475
Beginning cash and cash equivalents		475			-
Ending cash and cash equivalents	$	7,772		$	4,775

Operating Activities

Cash used in operations of $192,703 during the nine months ended September 30, 2021 was primarily a result of our $556,021 net loss reconciled with our net non-cash expenses relating to loss on impairment of investment and interest receivable. Cash used in operations of $8,025 during the nine months ended September 30, 2020 was primarily a result of our $1,639,929 net loss reconciled with our net non-cash expenses relating to the change in fair value of derivative liabilities, amortization of debt discount, legal and professional fees paid by note in lieu of cash and accrued interest.

Investing Activities

Net cash used in investing activities for the nine months ended September 30, 2021 of $1,495,000 resulted from cash issued for notes receivable. There was no net cash used in investing activities the nine months ended September 30, 2020.

Financing Activities

Net cash provided by financing activities was $1,695,000 for nine months ended September 30, 2021, which consisted of $1,695,000 from proceeds from the issuance of Series G Preferred Stock. Net cash provided by financing activities was $12,500 for nine months ended September 30, 2020, which consisted of $12,500 from proceeds from the issuance of convertible notes payable.

Future Capital Requirements

Our current available cash and cash equivalents are insufficient to satisfy our liquidity requirements. Our capital requirements for the end of fiscal year 2021 and into fiscal year 2022 will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions, that would generate sufficient resources to ensure continuation of our operations.

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The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

Inflation

The amounts presented in our financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Going Concern

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our significant estimates and assumptions include the fair value of our common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to our deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Our management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, the Company has elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Registrant files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Registrant's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At December 31, 2020, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Exchange Act) was carried out by Isaac Sutton, our Chief Executive Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that at December 31, 2020, our disclosure controls and procedures are not effective due to material weaknesses in our internal controls over financial reporting discussed directly below.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the Company’s most recent fiscal quarter ended September 30, 2021, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 1A. Risk Factors.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) Sales of Unregistered Securities

Sales of Series G Preferred Stock

Between January 5, 2021 and September 30, 2021, the Company sold 16.95 shares of Series G Preferred Stock to multiple investors for an aggregate $1,695,000 or $100,000 per share.

(b) Repurchase of Equity Securities

None.

None

The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit
Number		Exhibit Description

3.1		Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1(i) to the Company’s Form 10 filed on April 26, 2021)
3.2		Certificate of Designation for the series C Preferred stock as Exhibit No . 3.2
3.3		Certificate of Designation for the Series D Preferred Stock, dated November 12, 2021 (Incorporated by reference to Exhibit 3.1(i) to the Company’s Form 8-K filed on November 17, 2021)
3.4		Certificate of Designation for the series E Preferred stock as Exhibit No . 3.4
3.5		Certificate of Designation for the Series F Preferred Stock as Exhibit No. 3.5
3.6		Certificate of Designation for the series G Preferred stock as Exhibit No. 3.6
3.7		By-laws (Incorporated by reference to Exhibit 3.1(i) to the Company’s Form 10 filed on April 26, 2021)
31.1*		Certifications of the Chief Executive and financial officer under section 302 of the Sarbanes-Oxley Act.
32.1*		Certifications of the Chief Executive and financial officer under section 906 of the Sarbanes-Oxley Act.
101.INS		XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Corporate Universe, Inc.

Date: November 22, 2021	By	/s/ Isaac H. Sutton
		Isaac Sutton, Chief Executive Officer
		(Principal Executive Officer and Principal
		Financial Officer)

EXHIBIT 31.1

CERTIFICATION

I, Isaac Sutton, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Corporate Universe, Inc.

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 22, 2021

/s/ Isaac H. Sutton

Isaac Sutton, Chief Executive Officer

(Principal Executive Officer and Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Corporate Universe, Inc. (the "Company") on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Isaac Sutton, Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

November 22, 2021	/s/ Isaac H. Sutton
	Isaac Sutton, Chief Executive Officer
	(Principal Executive Officer and Principal Financial Officer)

EXHIBIT 3.2

RESOLUTION BY
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
Corporate Universe Inc
October 15, 2020

The undersigned, being the directors of Corporate Universe Inc., a Delaware Corporation (the “Company”, or the “COUV”), do hereby consent to the adoption of the following resolutions with the same force and effect as if said resolutions had been duly adopted at a joint meeting of the Board of Directors (the “Board”) of the Company and direct that this instrument be filed with the corporate minutes of the Company.

WHEREAS the Company has authorized the Board to designate its 1,000,000 authorized Preferred Shares, as needed.

WHEREAS, the Board has decided to designate 100,000 of Preferred Shares as “ Preferred Series C Shares, as per attached designation.

RESOLVED, that the officers of the Company, and each of them, hereby are authorized, empowered and directed, in the name of the Company, to execute and deliver any and all contracts, deeds and writings of any nature and to do any other act or thing that may be necessary or advisable to carry out the foregoing; and

FURTHER RESOLVED, that a Company CEO file with the State of Delaware the attached Designation of Preferred Series C stock.

_________________________
Isaac H. Sutton

I, Isaac H. Sutton, the duly elected and acting Secretary of Company, hereby certify that the forgoing consent was duly entered into as of the day and year first set forth above, that it has been filed in the record of proceedings of the Board of Directors of the Company, and that it has not been modified or revoked.

_________________________
Isaac H. Sutton, Secretary

CERTIFICATE OF DESIGNATION, NUMBER, POWERS
PREFERENCES AND RELATIVE, PARTICIPATING
OPTIONAL, AND OTHER SPECIAL RIGHTS AND
THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF
SERIES C PREFERRED STOCK
OF
Corporate Universe Inc.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is Corporate Universe, Inc.

2. The certificate of incorporation of the Corporation authorizes issuance of 1,000,000 shares of Preferred .Stock with a par value of .0001 and expressly vests in the Board of Directors of the Corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, the designation, number, full or limited voting powers, or the denial of voting powers, preferences and relative participating, optional, and other special rights and qualifications, limitations, restrictions, and other distinguishing characteristics of each series to be issued.

3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series C issue of Preferred Stock:

RESOLVED, that one hundred thousand (100,000) shares of Preferred Stock (par value $0.0001 per share) are authorized to be issued by the Corporation pursuant to its certificate of incorporation, and that there be and hereby is authorized and created a series of preferred stock, hereby designed as the Series C Preferred Stock, which shall have the voting powers, designations, preferences and relative participating, optional or other rights, if any, or the qualifications, limitations, or restrictions, set forth in such certificate of incorporation and in addition thereto, those following:

a. DESIGNATION. The Preferred Stock subject hereof shall be designated Series C Preferred Stock (“Series C Preferred”). No other shares of Preferred Stock shall be designated as Series C Preferred stock.

b. DIVIDENDS. The holders of the shares of Series C Preferred shall be entitled to receive dividends on par with Common Stock on an as converted basis as though shares of Series C Preferred had been converted into Common Stock.

c. CONVERSION. All shares of Series C Preferred shall be converted into shares of the Company’s Common Stock upon the Company completing a reverse stock split (the “Reverse Split”) so that upon conversion, the Series C Preferred shares will be converted into such number of shares of Common Stock the equal 20% of the issued and outstanding shares of Common Stock of the Company following the reverse Split and conversion of the Series C Preferred. If the Reverse Split is not effectuated by December 31, 2021, the Series C Preferred shares may, at the election of its holders, be converted into such number of shares of Common Stock that equal 20% of the issued and outstanding shares of Common Stock of the Company following conversion of the Series C Preferred, on a pro rata basis. In such case, the Company covenants and agrees to take all action necessary to increase the number of shares of authorized Common Stock of the Company as necessary to accommodate such conversion. All Common Stock upon conversion will be fully paid, validly issued and non-assessable.

d. ADJUSTMENTS FOR RECLASSIFICATION AND REORGANIZATION, MERGERS, CONSOLIDATIONS or SALES OF ASSETS. If the common stock issuable upon conversion of the Series C Preferred shall be changed into the same or different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise, the conversion rate shall, concurrently with the effectiveness of such reorganization or reclassification, be proportionately adjusted so that the Series C Preferred shall be convertible into, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, a number of shares of such other class or classes of stock equivalent to the number of shares of common stock that would have been subject to receipt by the holders upon conversion of the Series C Preferred immediately before that change. Notwithstanding anything to the contrary herein, the number Series C Preferred stock and the Common Stock into which it converts will not be adjusted in the event of any reverse stock split.

e. NO IMPAIRMENT. The Corporation will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out all the provisions of this Certificate and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series C Preferred against impairment.

f. RESERVATION OF STOCK ISSUABLE UPON CONVERSION. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the shares of the Series C Preferred, such number of its shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series C Preferred; and if at any time the number of authorized but unissued shares of common stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series C Preferred, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of common stock to such number of shares as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Certificate.

g. LIQUIDATION RIGHTS. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series C Preferred shall not be entitled to receive liquidation in preference to the holders of common shares or any other class or series of preferred stock. Rather, the Series C Preferred will be automatically converted in accordance with Subsection (c) and receive liquidation proceeds on par with Common Stock.

h. OTHER RESTRICTIONS. There shall be no conditions or restrictions upon the creation of indebtedness of the Corporation, or .any subsidiary or upon the creation of any other series of preferred stock with any other preferences.

i. VOTING. The Series C Preferred shareholders shall be entitled to vote on any matter subject to shareholder vote. The Series C preferred shares shall in aggregate represent 20% of the votes eligible to be cast in any matt.er.

j. ELECTION OF THE BOARD OF DIRECTORS. The Series C Preferred shareholders shall be entitled to appoint the majority of the Board of Directors.

k. OTHER PREFERENCES. The shares of the Series C Preferred shall have no other preferences, rights, restrictions, or qualifications; except as otherwise provided by law or the certificate of incorporation of the Corporation.

FURTHER RESOLVED, that the statements contained in the foregoing resolution creating and designating the said Series C Preferred Stock and fixing the number, powers, preferences and relative, optional, participating, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics thereof shall, upon the effective date of said series, be deemed to be included in and be a part of the certificate of incorporation of the Corporation.

Signed on October 2, 2020

By Unanimous Written Consent of the Board of Directors: Signatures of file.

EXHIBIT 3.4

UNANIMOUS WRITTEN CONSENT AND ACTION
OF THE
BOARD OF DIRECTORS
OF
CORPORATE UNIVERSE, mc.

The undersigned, consisting of all the members of the Board of Directors of CORPORATE UNIVERSE, INC. (the “Corporation”), a Delaware corporation, hereby take the following actions without the formality of convening a meeting ill accordance with Section 141 (f) of the Delaware General Corporation Law, as amended, with the same effect as if such actions were taken pursuant to resolutions presented to and adopted by the Board of the Corporation at a duly constituted meeting thereof, and thereby direct that this Written Consent and Action be filed with the minutes of the meetings of the Corporation.

WHEREAS, the Corporation has authorized the Board to designate its 1,000,000 authorized Preferred Shares, as needed.

WHEREAS the Board has decided to designate 81,100 preferred Shares as “Preferred Series E Shares”, as per attached designation.

NOW, LET IT BE RESOLVED, that the officers of the Corporation, and each of them, hereby are authorized, empowered and directed, in the name of the Corporation, to execute and deliver any and all contracts, deeds and writings of any nature and to do any other act or thing that may be necessary or advisable to carry out the foregoing; and

FURTHER RESOLVED, that the Company's CEO file with the State of Delaware the attached Designation of the Preferred Series E stock.

Signed on December 31, 2020
	Isaac H. Sutton—CEO, Sole Director

I, Isaac H. Sutton, the duly elected and acting Secretary of Corporate Universe Inc., hereby certify that the forgoing consent was duly entered into as of the day and year first set forth above, that it has been filed in the record of proceedings of the Board pf Directors of the Corporation, and that it has not been modified or revoked.

Isaac H. Sutton, Secretary

CERTIFICATE OF DESIGNATION
OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH
HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION
OR IN ANY AMENDMENT THERETO,
OF THE
SERIES E CONVERTIBLE PREFERRED STOCK
OF
CORPORATE UNIVERSE INC.

The undersigned, Isaac H. Sutton, does hereby certify that:

A. He is the Chief Executive Officer of Corporate Universe, Inc., a Delaware corporation (the “Corporation”)

B. The Articles of Incorporation of the Corporation authorizes a class of stock designated as Preferred Stock, with a par value of $0.0001 per share (the “Preferred Class”), comprising ONE Million (1,000,000) shares and provides that the Board of Directors of the Corporation may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class.

C. The Board of Directors believes it in the best interests of the Corporation to create a new series of preferred stock consisting of EIGHTY-ONE THOUSAND ONE HUNDRED (81,100) shares and designated as the “Series E Convertible Preferred Stock” having certain rights, preferences, privileges, restrictions and other matters relating to the Series E Convertible Preferred Stock; and

D. None of the Series E Convertible Preferred Stock are issued or outstanding.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby fix and determine the rights, preferences, privileges, restrictions, and other matters relating do the Series E Convertible Preferred Stock as follows:

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

1.1 “Available Funds and Assets” shall mean the funds and assets of the Corporation that may be legally distributed to the Corporation's shareholders.

1.2 “Board” shall mean the Board of Directors of the Corporation.

1.3 “Common Stock” shall mean the common stock, $0.0001 par value per share, of the Corporation.

1.4 “Common Stock Dividend” shall mean a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

1.5 “Conversion Date” shall have the meaning set forth in Section 4.2 below.

1.6 “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Series E Convertible Preferred Stock,

1.7 “Corporation” shall mean Corporate Universe, Inc., a Delaware corporation.

1.8 “Distribution” shall mean the transfer of cash or property by the Corporation to one or more of its stockholders without consideration, whether by dividend or otherwise (except a dividend in shares of Corporation's stock).

1.9 “Holder” shall mean a holder of the Series E Convertible Preferred Stock.

1.10 “Original Issue Price” shall mean $5.00 per share for the Series E Convertible Preferred Stock.

1.11 “Person” shall mean an individual, a corporation, a partnership, an association, a limited liability company, an unincorporated business organization, a trust or other entity or organization, and any government or political subdivision or any agency or instrumentality thereof.

1.12 “Series E Convertible Preferred Stock” shall mean the Series E Convertible Preferred Stock, $0.0001 par value per share, of the Corporation.

1.13 “Share Exchange Agreement” shall mean the Share Exchange Agreement, dated as of December 3 1, 2020, between the Corporation and certain Holders.

1.14 “Subsidiary” shall mean any corporation or limited liability company or corporation of which at least fifty percent (50%) of the outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Corporation or by one or more of such subsidiary corporations.

2. Dividend Rights.

2.1 Dividends. In each calendar year, the holders of the then outstanding shares of Series E Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Corporation legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year on an as-converted to-Common Stock basis. No dividends shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of the Series E Convertible Preferred Stock simultaneously. Dividends on the Series E Convertible Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series E Convertible Preferred Stock by reason of the fact that the Corporation shall fail to declare or pay dividends on the Series E Convertible Preferred Stock, except for such rights or interest that may arise as a result of the Corporation paying a dividend or making a Distribution on the Common Stock in violation of the terms of this Section 2.

2.2 Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series E Convertible Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Series E Preferred Stock is to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series E Convertible Preferred Stock at the time of such dividend in accordance with Section 4 hereof

2.3 Non-Cash Dividends. Whenever a dividend or Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

3. Liquidation Rights. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Available Funds and Assets shall be distributed to shareholders in the following manner:

3.1 Series E Convertible Preferred Stock. The holders of each share of Series E Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series E Convertible Preferred Stock plus all declared but unpaid dividends on the Series E Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Corporation, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series E Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Series E Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series E Convertible Preferred Stock held by each holder thereof.

3.2 Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series E Convertible Preferred Stock of their full preferential amounts described above in this Section 3, then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Series E Convertible Preferred Stock pro rata according to the number and preferences of the shares of Common Stock and Series E Convertible Preferred Stock (as converted to Common Stock) held by such holders.

3.3 Merger or Sale

3.4 A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3, and the Series E Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained in the General Corporation Law of the State of Delaware and (iii) the rights contained in other Sections hereof.

3.5 Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation, dissolution or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined by the Board.

4. Conversion Rights.

4.1 Conversion of Preferred Stock Each share of Series E Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such shares, into one thousand (1000) fully paid and nonassessable shares of Common Stock of the Corporation.

Notwithstanding the foregoing, in no event shall any holder of shares of Series E Convertible Preferred Stock be entitled to convert any shares of Series E Convertible Preferred Stock, and the Corporation shall not effect any conversion of the Series E Convertible Preferred Stock, to the extent that the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership by the holder, its affiliates and any persons acting as a group together with such holder or its affiliates of more than 4.99% (the “Beneficial Ownership Limitation”) of the outstanding shares of Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series E Convertible Preferred Stock held by the applicable holder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation's most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one business day confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. To ensure compliance with this restriction, each holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the holder, its affiliates and any persons acting as a group together with such holder or its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series E Convertible Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted shares of Series E Convertible Preferred Stock beneficially owned by such holder, its affiliates and any persons acting as a group together with such holder or its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, this Series E Convertible Preferred Stock) beneficially owned by such holder, its affiliates and any persons acting as a group together with such holder or its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions applicable to its Series E Convertible Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99^% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series E Convertible Preferred Stock held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Series E Convertible Preferred Stock.

4.2 Procedures for Exercise of Conversion Rights. The holders of shares of Series E Convertible Preferred Stock may exercise their conversion rights as to such shares by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series E Convertible Preferred Stock, or at the principal office of the Corporation or at such other place as may be designated by the Corporation, by email attachment or facsimile, a written notice stating that the holder elects to convert such shares of Series E Convertible Preferred Stock (“Notice of Conversion”), followed by, if required hereunder, the certificate or certificates for the shares to be converted hereunder within five (5) business days thereafter. Conversion shall be deemed to have been effected on the date when such delivery of the Notice of Conversion is made, and such date is referred to herein as the “Conversion Date.” No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. As promptly as practicable after the Conversion Date, but not later than two (2) business days after the Conversion Date (“Share Delivery Date”), the Corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.3 below, which, on or after the earlier of (i) the six month anniversary of the original issue date or (ii) the date on which an effective registration statement registers the resale of the Conversion Shares, shall be free of restrictive legends and trading restrictions and the Corporation shall use its best efforts to deliver the Conversion Shares required to be delivered by the Corporation hereunder electronically through the Depository Trust Company or another established clearing corporation performing similar functions. The holder shall be deemed to have become a shareholder of record on the Conversion Date. To effect conversions of shares of Series E Convertible Preferred Stock, a holder shall not be required to surrender the certificate(s) representing the shares of Series E Convertible Preferred Stock to the Corporation unless all of the shares of Series E Convertible Preferred Stock represented thereby are so converted, in which case such holder shall deliver the certificate representing such shares of Series E Convertible Preferred Stock promptly following the Conversion Date at issue.

4.3 If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Series E Convertible Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

4.4 In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date, and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder's brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”). then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder's total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (I) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied .by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 4.2 For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation's failure to timely deliver the Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

4.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of shares of Series E Convertible Preferred Stock. If more than one share of Series E Convertible Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series E Convertible Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series E Convertible Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the Corporation's Board of Directors.

4.6 Payment of Taxes for Conversions. The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series E Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series E Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.7 Reservation of Common Stock. The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series E Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.

4.8 Registration or Listing of Shares of Common Stock. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series E Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

4.9 Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the shares of Series E Convertible Preferred Stock will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

4.10 Status of Converted Preferred Stock. In case any shares of Series E Convertible Preferred Stock shall be converted pursuant to this Section 4, the shares so converted shall be canceled and the number of shares of Series E Convertible Stock so canceled will again be issuable by the Corporation.

5. Redemption. The Series E Convertible Preferred Stock shall not be redeemable.

6. Reorganization

6.1 General Provisions. In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the Corporation (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Corporation with or into another person (other than a consolidation or merger in which the Corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all the properties and assets of the Corporation as an entirety to any other person, the shares of Series E Convertible Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its shares of Series E Convertible Preferred Stock into Common Stock. The provisions of this Section 6.1 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or other dispositions.

6.2 No Impairment. The Corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series E Convertible Preferred Stock against impairment. This provision shall not restrict the Corporation from amending its Articles of Incorporation in accordance with the General Corporation Law of the State of Delaware and the terms hereof.

7. Voting Provisions.

7.1 Generally. Each share of Series E Convertible Preferred Stock shall be entitled to one hundred (100) votes on all matters to come before the Common Stock shareholders or shareholders generally..

7.2 Limitation on Votes. Notwithstanding Section 7.1, each holder of Series E Convertible Stock will only be able to vote up to 4.99% (or, if the beneficial ownership limitation is increased hereunder, up to 9.99%) of all votes eligible to be cast on any matter to come before the Common Stock shareholder or shareholders generally.

7.3 Voting of Series E Convertible Preferred Stockholders. Each share of Series E Convertible Preferred Stock shall be entitled to one (1) vote on matters that only the Series E Convertible Preferred Stockholders are entitled to vote upon, including those matters set forth in Sections. The limitation in Section 7.2 does not apply to such a vote.

8. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the holders of the outstanding Series E Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Corporation 's assets or a reorganization, merger or consolidation transaction which results in the holders of the Corporation's capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation' s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series E Convertible Preferred Stock, (iii) increase or decrease the numb er of authorized shares of Series E Convertible Preferred Stock, (iv) issue any shares of Series E Convertible Preferred Stock other than pursuant to the Share Exchange Agreement or (v) authorize the issuance of securities having a preference over or on par with the Series E Convertible Preferred Stock,

9. Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at its principal place of business, attention: Isaac H. Sutton, CEO, e-mail address: isutton@corpuniverse.com or such other facsimile number, e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 9. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a business day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

10. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to t he jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge. The Corporation has caused this Certificate of Designation of Series E Convertible Preferred Stock to be duly executed by its Chief Executive Officer on December 31, 2020.

_________________________

By: Isaac H. Sutton

Its: Chief Executive Officer

EXHIBIT 3.5

UNANIMOUS WRITTEN CONSENT AND ACTION
OF THE
BOARD OF DIRECTORS
OF
CORPORATE UNIVERSE, me.

The undersigned, consisting of all the members of the Board of Directors of CORPORATE UNIVERSE, INC. (the “Corporation”), a De la ware corporation, hereby take the following actions without the formality of convening a meeting in accordance with Sect io n 141 (f) of the Delaware General Corporation Law, as amend ed, with the same effect as if such action s were taken pursuant to resolution s presented to and adopted by the Board of the Corporation at a duly constituted meeting thereof, and thereby direct that this Written Consent and Action be filed with the minutes of the meetings of the Corporation.

WHEREAS, the Corporation has authorized the Board to designate its 1, 000,000 authorized Preferred Shares, as needed.

WHEREAS the Board has decided to designate 500,000 preferred Shares as “ Preferred Series F Shares”, as per attached designation.

FURTHER RESOLVED, that the Company’ s CEO file with the State of Delaware the attached Designation of the Preferred Series F stock.

Signed on December 31, 2020
	Isaac H. Sutton --CEO, Sole Director

I, Isaac H. Sutton, the duly elected and acting Secretary of Corporate Universe Inc. hereby certify that the forgoing consent was duly entered into as of the day and year first set forth above, that it has been filed in the record of proceedings of the Board of Directors of the Corporation, and that it has not been modified or revoked.

Isaac H. Sutton, Secretary

CERTIFICATE OF DESIGNATION
OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET
FORTH IN THE CERTIFICATE OF INCORPORATION
OR IN ANY AMENDMENT THERETO, OF THE
SERIES F CONVERTIBLE PREFERRED STOCK
OF
CORPORATE UNIVERSE INC.

The undersigned, Isaac H. Sutton, does hereby certify that:

A. He is the Chief Executive Officer of Corporate Universe Inc., a Delaware corporation (the “Corporation”).

B. The Articles of Incorporation of the Corporation authorizes a class of stock designated as Preferred Stock, with a par value of $0.0001 per share (the “Preferred Class”), comprising ONE Million (1,000,000) shares. and provides that the Board of Directors of the Corporation may fix the terms, including any dividend rights, dividend rates, conversion rights, voting rights, rights and terms of any redemption, redemption, redemption price or prices, and liquidation preferences, if any, of the Preferred Class.

C. The Board of Directors believes it in the best interests of the Corporation to create a new series of preferred stock consisting of Five HUNDRED THOUSAND (500,000) shares and designated as the “Series F Convertible Preferred Stock” having certain rights, preferences, privileges, restrictions and other matters relating to the Series F Convertible Preferred Stock; and

D. None of the Series F Convertible PrefelTed Stock are issued or outstanding.

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

1.1 “Available Funds and Assets” shall mean the funds and assets of the Corporation that may be legally distributed to the Corporation’s shareholders.

1.2 “Board” shall mean the Board of Directors of the Corporation.

1.3 “Common Stock” shall mean the common stock, $0.0001 par value per share, of the Corporation.

1.4 “Common Stock Dividend” shall mean a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

1.5 “Conversion Date” shall have the meaning set forth in Section 4.2 below.

1.6 “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Series F Convertible Preferred Stock.

1.7 ‘ ‘Corporation” shall mean Corporate Universe, Inc., a Delaware corporation.

1.9 “Holder” shall mean a holder of the Series F Convertible Preferred Stock.

1.10 “Original Issue Price” shall mean $1.00 per share for the Series F Convertible Preferred Stock.

1.12 “Series F Convertible Preferred Stock” shall mean the Series F Convertible Preferred Stock, $0.0001 par value per share, of the Corporation.

1.13 Share Exchange Agreement” shall mean the Share Exchange Agreement, dated as of December 31, 2020, between the Corporation and certain Holders.

l.14 “Subsidiary” shall mean any corporation or limited liability company or corporation of which at least fifty percent (50%) of the outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Corporation or by one or more of such subsidiary corporations.

2. Dividend Rights.

2.1 Dividends. In each calendar year, the holders of the then outstanding shares of Series F Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Corporation legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year on an as-converted to-Common Stock basis. No dividends shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of the Series F Convertible Preferred Stock simultaneously. Dividends on the Series F Convertible Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series F Convertible Preferred Stock by reason of the fact that the Corporation shall fail to declare or pay dividends on the Series F Convertible Preferred Stock, except for such rights or interest that may arise as a result of the Corporation paying a dividend or making a Distribution on the Common Stock in violation of the terms of this Section 2.

2.2 Participation Rights. Dividends shall be declared pro rata on the

Common Stock and the Series F Convertible Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Series F Preferred Stock is to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series F Convertible Preferred Stock at the time of such dividend in accordance with Section 1 hereof.

2.3 Non -Cash Dividends. Whenever a dividend or Distribution provided for in this Section 2 shall be payable in property other than cash, the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.

3.1 Series F Convertible Preferred Stock. The holders of each share of Series F Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series F Convertible Preferred Stock plus all declared but unpaid dividends on the Series F Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Corporation, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series F Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Series F Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series F Convertible Preferred Stock held by each holder thereof.

3.2 Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series F Convertible Preferred Stock of their full preferential amounts described above in this Section 3. then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Series F Convertible Preferred Stock pro rata according to the number and preferences of the shares of Common Stock and Series F Convertible Preferred Stock (as converted to Common Stock) held by such holders.

3.3 Merger or Sale of Assets. A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3, and the Series F Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained in the General Corporation Law of the State of Delaware and (iii) the rights contained in other Sections hereof.

3.4 Non-Cash Consideration. If any assets of the Corporation distributed to shareholders in connection with any liquidation, dissolution or winding up of the Corporation are other than cash, then the value of such assets shall be their fair market value as determined by the Board.

4. Conversion Rights.

4.1 Conversion of Preferred Stock. Each share of Series F Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such shares, at a conversion price of the lesser of (i) 0.025 per share or (ii) 50% discount to market on the conversion date and shall be fully paid and nonassessable shares of Common Stock of the Corporation. (ex. 100 Series F will convert into 4,000 common shares using a .025 conversion price)

Notwithstanding the foregoing, in no event shall any holder of shares of Series F Convertible Preferred Stock be entitled to convert any shares of Series F Convertible Preferred Stock, and the Corporation shall not effect any conversion of the Series F Convertible Preferred Stock, to the extent that the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership by the holder, its affiliates and any persons acting as a group together with such holder or its affiliates of more than 4.99% (the “Beneficial Ownership Limitation of the outstanding shares of Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series F Convertible Preferred Stock held by the applicable holder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one business day confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. To ensure compliance with this restriction, each holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the holder, its affiliates and any persons acting as a group together with such holder or its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series F Convertible Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted shares of Series F Convertible Preferred Stock beneficially owned by such holder, its affiliates and any persons acting as a group together with such holder or its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, this Series F Convertible Preferred Stock) beneficially owned by such holder, its affiliates and any persons acting as a group together with such holder or its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions applicable to its Series F Convertible Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series F Convertible Preferred Stock held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor bolder of the Series F Convertible Preferred Stock.

4.2 Procedures for Exercise of Conversion Rights. The holders of shares of Series F Convertible Preferred Stock may exercise their conversion rights as to such shares by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series F Convertible Preferred Stock, or at the principal office of the Corporation or at such other place as may be designated by the Corporation, by email attachment or facsimile, a written notice stating that the holder elects to convert such shares of Series F Convertible Preferred Stock (“Notice of Conversion”), followed by, if required hereunder, the certificate or certificates for the shares to be converted hereunder within five (5) business days thereafter. Conversion shall be deemed to have been effected on the date when such delivery of the Notice of Conversion is made, and such date is referred to herein as the “Conversion Date.” No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. As promptly as practicable after the Conversion Date, but not later than two (2) business days after the Conversion Date (“Share Delivery Date”), the Corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.3 below, which, on or after the earlier of (i) the six month anniversary of the original issue date or (ii) the date on which an effective registration statement registers the resale of the Conversion Shares, shall be free of restrictive legends and trading restrictions and the Corporation shall use its best efforts to deliver the Conversion Shares required to be delivered by the Corporation hereunder electronically through the Depository Trust Company or another established clearing corporation performing similar functions. The holder shall be deemed to have become a shareholder of record on the Conversion Date. To effect conversions of shares of Series F Convertible Preferred Stock, a holder shall not be required to surrender the certificate(s) representing the shares of Series F Convertible Preferred Stock to the Corporation unless all of the shares of Series F Convertible Preferred Stock represented thereby are so converted, in which case such holder shall deliver the certificate representing such shares of Series F Convertible Preferred Stock promptly following the Conversion Date at issue.

4.3 If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Series F Convertible Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

4.4 In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date, and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”) then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (I) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 4.2 For example, if a Holder purchases shares of Common Stock having a total purchase price of $1l,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

4.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of shares of Series F Convertible Preferred Stock. If more than one share of Series F Convertible Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series F Convertible Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series F Convertible Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the Corporation’s Board of Directors.

4.6 Payment of Taxes for Conversions. The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series F Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series F Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.7 Reservation of Common Stock. The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series F Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.

4.8 Registration or Listing of Shares of Common Stock. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series F Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise, before such shares may be validly issued or delivered upon conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

4.9 Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the shares of Series F Convertible Preferred Stock will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

4.10 Status of Converted Preferred Stock. In case any shares of Series F Convertible Preferred Stock shall be converted pursuant to this Section 4. the shares so converted shall be canceled and the number of shares of Series F Convertible Stock so canceled will again be issuable by the Corporation.

5. Redemption. The Series F Convertible Preferred Stock shall not be redeemable.

6. Reorganization.

6.1 General Provisions. In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the Corporation (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Corporation with or into another person (other than a consolidation or merger in which the Corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all the properties and assets of the Corporation as an entirety to any other person, the shares of Series F Convertible Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its shares of Series F Convertible Preferred Stock into Common Stock. The provisions of this Section 6.1 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or other dispositions.

6.2 No Impairment. The Corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series F Convertible Preferred Stock against impairment. This provision shall not restrict the Corporation from amending its Articles of Incorporation in accordance with the General Corporation Law of the State of Delaware and the terms hereof.

7. Voting Provisions.

7.1 Generally. Each share of Series F Convertible Preferred Stock shall be entitled to one hundred (100) votes on all matters to come before the Common Stock shareholders or shareholders generally..

7.2 Limitation on Votes. Notwithstanding Section 7.1, each holder of Series F Convertible Stock will only be able to vote up to 4.99% (or, if the beneficial ownership limitation is increased hereunder, up to 9.99%) of all votes eligible to be cast on any matter to come before the Common Stock shareholder or shareholders generally.

7.3 Voting of Series F Convertible Preferred Stockholders. Each share of Series F Convertible Preferred Stock shall be entitled to one (1) vote on matters that only the Series F Convertible Preferred Stockholders are entitled to vote upon, including those matters set forth in Section 8. The limitation in Section 7.2 does not apply to such a vote.

8. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the holders of the outstanding Series F Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Corporation’s assets or a reorganization, merger or consolidation transaction which results in the holders of the Corporation’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation’ s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series F Convertible Preferred Stock, (iii) increase or decrease the numb er of authorized shares of Series F Convertible Preferred Stock, (iv) issue any shares of Series F Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement or the Share Exchange Agreement or (v) authorize the issuance of securities having a preference over or on par with the Series F Convertible Preferred Stock.

10. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge. The Corporation has caused this Certificate of Designation of Series F Convertible Preferred Stock to be duly executed by its Chief Executive Officer on December 31, 2020.

_________________________________
By: Isaac H. Sutton

Its: Chief Executive Officer

EXHIBIT 3.6

CERTIFICATE OF DESIGNATION
OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH
HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION
OR IN ANY AMENDMENT THERETO,
OF THE
SERIES G CONVERTIBLE PREFERRED STOCK
OF
CORPORATE UNIVERSE, INC.

The undersigned, Isaac H. Sutton, does hereby certify that:

A. He is the Chief Executive Officer of Corporate Universe, Inc., a Delaware corporation (the “Corporation”).

C. The Board of Directors believes it in the best interests of the Corporation to create a new series of preferred stock consisting of Twenty-Five (25) shares and designated as the “Series G Convertible Preferred Stock” having certain rights, preferences, privileges, restrictions and other matters relating to the Series G Convertible Preferred Stock; and

D. None of the Series G Convertible Preferred Stock are issued or outstanding.

1. Definitions. For purposes of this Certificate of Designation, the following definitions shall apply:

1.1 “Available Funds and Assets” shall mean the funds and assets of the Corporation that may be legally distributed to the Corporation’s shareholders.

1.2 “Board” shall mean the Board of Directors of the Corporation.

1.3 “Common Stock” shall mean the common stock, $0.0001 par value per share, of the Corporation.

1.4 “Common Stock Dividend” shall mean a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

1.5 “Conversion Date” shall have the meaning set forth in Section 4.2 below.

1.6 “Conversion Shares” means the shares of Common Stock issuable upon conversion of the Series G Convertible Preferred Stock.

1.7 “Corporation” shall mean Corporate Universe, Inc., a Delaware corporation.

1.9 “Holder” shall mean a holder of the Series G Convertible Preferred Stock.

1.10 “Original Issue Price” shall mean $100,000 per share for the Series G Convertible Preferred Stock.

1.12 “Series G Convertible Preferred Stock” shall mean the Series G Convertible Preferred Stock, $0.0001 par value per share, of the Corporation.

1.13 “Subsidiary” shall mean any corporation or limited liability company or corporation of which at least fifty percent (50%) of the outstanding voting stock or membership interests, as the case may be, is at the time owned directly or indirectly by the Corporation or by one or more of such subsidiary corporations.

2. Dividend Rights.

2.1 Dividends. In each calendar year, the holders of the then outstanding shares of Series G Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Corporation legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year on an as-converted to-Common Stock basis. No dividends shall be paid, and no Distribution shall be made, with respect to the Common Stock unless dividends in such amount shall have been paid or declared and set apart for payment to the holders of the Series G Convertible Preferred Stock simultaneously. Dividends on the Series G Convertible Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Series G Convertible Preferred Stock by reason of the fact that the Corporation shall fail to declare or pay dividends on the Series G Convertible Preferred Stock, except for such rights or interest that may arise as a result of the Corporation paying a dividend or making a Distribution on the Common Stock in violation of the terms of this Section 2.

2.2 Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series G Convertible Preferred Stock on a pari passu basis according to the number of shares of Common Stock held by such holders, where each holder of shares of Series G Preferred Stock is to be treated for this purpose as holding the number of shares of Common Stock to which the holders thereof would be entitled if they converted their shares of Series G Convertible Preferred Stock at the time of such dividend in accordance with Section 4 hereof.

3.1 Series G Convertible Preferred Stock. The holders of each share of Series G Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series G Convertible Preferred Stock plus all declared but unpaid dividends on the Series G Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Corporation, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series G Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Series G Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series G Convertible Preferred Stock held by each holder thereof.

3.2 Participation Rights. If there are any Available Funds and Assets remaining after the payment or distribution (or the setting aside for payment or distribution) to the holders of the Series G Convertible Preferred Stock of their full preferential amounts described above in this Section 3, then all such remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Common Stock and Series G Convertible Preferred Stock pro rata according to the number and preferences of the shares of Common Stock and Series G Convertible Preferred Stock (as converted to Common Stock) held by such holders.

3.3 Merger or Sale

3.4 A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 3, and the Series G Convertible Preferred Stock shall be entitled only to (i) the right provided in any agreement or plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained in the General Corporation Law of the State of Delaware and (iii) the rights contained in other Sections hereof.

4. Conversion Rights.

4.1 Conversion of Preferred Stock Each share of Series G Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the issuance of such shares, into Four Million (4,000,000) fully paid and nonassessable shares of Common Stock of the Corporation.

Notwithstanding the foregoing, in no event shall any holder of shares of Series G Convertible Preferred Stock be entitled to convert any shares of Series G Convertible Preferred Stock, and the Corporation shall not effect any conversion of the Series G Convertible Preferred Stock, to the extent that the number of shares of Common Stock issuable upon the conversion would result in beneficial ownership by the holder, its affiliates and any persons acting as a group together with such holder or its affiliates of more than 4.99% (the “Beneficial Ownership Limitation”) of the outstanding shares of Common Stock immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series G Convertible Preferred Stock held by the applicable holder. For purposes of this paragraph, in determining the number of outstanding shares of Common Stock, a holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or its transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Corporation shall within one business day confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. To ensure compliance with this restriction, each holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the holder, its affiliates and any persons acting as a group together with such holder or its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series G Convertible Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted shares of Series G Convertible Preferred Stock beneficially owned by such holder, its affiliates and any persons acting as a group together with such holder or its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, this Series G Convertible Preferred Stock) beneficially owned by such holder, its affiliates and any persons acting as a group together with such holder or its affiliates. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. A Holder, upon notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions applicable to its Series G Convertible Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99⁰/0 of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Series G Convertible Preferred Stock held by the Holder and the provisions of this paragraph shall continue to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of the Series G Convertible Preferred Stock.

4.2 Procedures for Exercise of Conversion Rights. The holders of shares of Series G Convertible Preferred Stock may exercise their conversion rights as to such shares by delivering to the Corporation during regular business hours, at the office of any transfer agent of the Corporation for the Series G Convertible Preferred Stock, or at the principal office of the Corporation or at such other place as may be designated by the Corporation, by email attachment or facsimile, a written notice stating that the holder elects to convert such shares of Series G Convertible Preferred Stock (“Notice of Conversion”), followed by, if required hereunder, the certificate or certificates for the shares to be converted hereunder within five (5) business days thereafter. Conversion shall be deemed to have been effected on the date when such delivery of the Notice of Conversion is made, and such date is referred to herein as the “Conversion Date.” No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Conversion be required. As promptly as practicable after the Conversion Date, but not later than two (2) business days after the Conversion Date (“Share Delivery Date”), the Corporation shall issue and deliver to or upon the written order of such holder, at such office or other place designated by the Corporation, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled and a check for cash with respect to any fractional interest in a share of Common Stock as provided in Section 4.3 below, which, on or after the earlier of (i) the six month anniversary of the original issue date or (ii) the date on which an effective registration statement registers the resale of the Conversion Shares, shall be free of restrictive legends and trading restrictions and the Corporation shall use its best efforts to deliver the Conversion Shares required to be delivered by the Corporation hereunder electronically through the Depository Trust Company or another established clearing corporation performing similar functions. The holder shall be deemed to have become a shareholder of record on the Conversion Date. To effect conversions of shares of Series G Convertible Preferred Stock, a holder shall not be required to surrender the certificate(s) representing the shares of Series G Convertible Preferred Stock to the Corporation unless all of the shares of Series G Convertible Preferred Stock represented thereby are so converted, in which case such holder shall deliver the certificate representing such shares of Series G Convertible Preferred Stock promptly following the Conversion Date at issue.

4.3 If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Series G Convertible Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

4.4 In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery Date, and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (I) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 4.2 For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver the Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

4.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of shares of Series G Convertible Preferred Stock. If more than one share of Series G Convertible Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Series G Convertible Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Series G Convertible Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest equal to the fair market value of such fractional interest as determined by the Corporation’s Board of Directors.

4.6 Payment of Taxes for Conversions. The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion pursuant hereto of Series G Convertible Preferred Stock. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series G Convertible Preferred Stock so converted were registered, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Corporation the amount of any such tax, or has established, to the satisfaction of the Corporation, that such tax has been paid.

Reservation of Common Stock. The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Stock, solely for the purpose of effecting the conversion of the Series G Convertible Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all shares of all series of preferred stock from time to time outstanding.

4.7 Registration or Listing of Shares of Common Stock. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series G Convertible Preferred Stock require registration or listing with, or approval of, any governmental authority, stock exchange or other regulatory body under any federal or state law or conversion, the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration, listing or approval, as the case may be.

4.8 Status of Common Stock Issued Upon Conversion. All shares of Common Stock which may be issued upon conversion of the shares of Series G Convertible Preferred Stock will upon issuance by the Corporation be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.

4.9 Status of Converted Preferred Stock. In case any shares of Series G Convertible Preferred Stock shall be converted pursuant to this Section 4, the shares so converted shall be canceled and the number of shares of Series G Convertible Stock so canceled will again be issuable by the Corporation.

5. Redemption. The Series G Convertible Preferred Stock shall not be redeemable.

6. Reorganization

6.1 General Provisions. In case, at any time after the date hereof, of any capital reorganization, or any reclassification of the stock of the Corporation (other than a change in par value or as a result of a stock dividend or subdivision, split-up or combination of shares), or the consolidation or merger of the Corporation with or into another person (other than a consolidation or merger in which the Corporation is the continuing entity and which does not result in any change in the Common Stock), or of the sale or other disposition of all or substantially all the properties and assets of the Corporation as an entirety to any other person, the shares of Series G Convertible Preferred Stock shall, after such reorganization, reclassification, consolidation, merger, sale or other disposition, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or of the entity resulting from such consolidation or surviving such merger or to which such properties and assets shall have been sold or otherwise disposed to which such holder would have been entitled if immediately prior to such reorganization, reclassification, consolidation, merger, sale or other disposition it had converted its shares of Series G Convertible Preferred Stock into Common Stock. The provisions of this Section 6.1 shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales, or other dispositions.

6.2 No Impairment. The Corporation will not, through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, including amending this Certificate of Designation, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of Series G Convertible Preferred Stock against impairment. This provision shall not restrict the Corporation from amending its Articles of Incorporation in accordance with the General Corporation Law of the State of Delaware and the terms hereof.

7. Voting Provisions.

7.1 Generally. Each share of Series G Convertible Preferred Stock shall be entitled to Four Million (4,000,000) votes on all matters to come before the Common Stock shareholders or shareholders generally.

7.2 Limitation on Votes. Notwithstanding Section 7.1, each holder of Series G Convertible Stock will only be able to vote up to 4.99% (or, if the beneficial ownership limitation is increased hereunder, up to 9.99%) of all votes eligible to be cast on any matter to come before the Common Stock shareholder or shareholders generally.

7.3 Voting of Series G Convertible Preferred Stockholders. Each share of Series G Convertible Preferred Stock shall be entitled to one (1) vote on matters that only the Series G Convertible Preferred Stockholders are entitled to vote upon, including those matters set forth in Sections. The limitation in Section 7.2 does not apply to such a vote.

8. Protective Provisions. The Corporation may not take any of the following actions without the approval of 75% of the holders of the outstanding Series G Convertible Preferred Stock: (i) effect a sale of all or substantially all of the Corporation ‘s assets or a reorganization, merger or consolidation transaction which results in the holders of the Corporation’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Corporation’ s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series G Convertible Preferred Stock, (iii) increase or decrease the numb er of authorized shares of Series G Convertible Preferred Stock, (iv) issue any shares of Series G Convertible Preferred Stock other than pursuant to the Share Exchange Agreement or (v) authorize the issuance of securities having a preference over or on par with the Series G Convertible Preferred Stock.

10. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. All legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If the Corporation or any Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

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We further declare under penalty of perjury under the laws of the State of Delaware that the matters set forth in this certificate are true and correct of our own knowledge. The Corporation has caused this Certificate of Designation of Series G Convertible Preferred Stock to be duly executed by its Chief Executive Officer on February 3, 2021.

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By: Isaac H. Sutton

Its: Chief Executive Officer