Item 1.01 Entry into a Material Definitive Agreement.






Share Exchange Agreement

On April 13, 2011, 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).

Background of the Share Exchange Agreement and Other Related Agreements

Letter of Intent with Oxcion, Loans to Oxcion and Acquisition of Zapgo Patents

Prior to entering into the Share Exchange Agreement, on December 10, 2020, the Company had entered into a letter of intent (the "Letter of Intent"), the purpose of which was to acquire 100% of the equity interest of Oxcion Limited (formerly known as Solutions for Start Up Ventures Limited), an entity incorporated and registered under the laws of England and Wales (Registration Number 06826090) ("Oxcion"). Oxcion was the owner of the ongoing business and assets of Zapgo Limited ("Zapgo"), including certain patents (the "Zapgo Patents"). The material terms of the Letter of Intent included the acquisition by the Company of 100% of the common stock in the entity which owned the Zapgo Patents, in exchange for the issuance by the Company 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 was to be convertible into 60% of the issued and outstanding shares of the Company.

In connection with entering into the Letter of Intent, the Company loaned $100,000 on December 11, 2020 (the "$100,000 Note") (See Note 9), which sum was to be forgiven at closing of the transaction. Thereafter, on January 25, 2021, the Company loaned Oxcion an additional $400,000 (the $400,000 Note"), $270,000 of which was an immediate payment of fees owed to the Administrator of Zapgo Limited (the "Administrator"). Additionally, the Letter of Intent provided for the entity owning the Zapgo Patents (formerly Solutions for Start Up Ventures and now Oxcion) to enter into employment agreements with its key executives, and for the Company to appoint Andrew Sispoidis to its Board of Directors and as the Company's Chief Executive Officer at closing. Further to the goal of acquiring the Zapgo Patents, 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, such that all of the Zapgo assets (including the Zapgo Patents) were no longer encumbered.






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On March 16, 2021, as part of the reorganization of its business, and in preparation for the contemplated transaction with the Company, Oxcion reorganized and became a wholly-owned subsidiary of Carbon-Ion.

Promissory Note and Security Agreement with Carbon-Ion

On April 13, 2021, in connection with the Share Exchange Agreement, loaned Carbon-Ion the principal amount of $1,000,000, and Carbon-Ion issued the Company a Secured Promissory Note in the principal amount of $1,500,000 (the "Promissory . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 13, 2011, we entered into an Share Exchange Agreement with Carbon-Ion and the shareholders of Carbon-Ion. The Share Exchange closed on November 12, 2021 The transaction resulted in a change of control of the Company and the appointment of a new board of directors and officers as described in Item 5.02 of this Current report on Form 8-K.





Description of Carbon-Ion

Carbon-Ion was founded to develop 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 C-Ion cell will provide specific power characteristics orders of magnitude higher than a Li-ion cell. It is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.

Due to the method of energy storage, the cell has fewer moving parts electrochemically and can go through significantly more charge/discharge cycles or and operate for many years of normal use.

The C-Ion cell is being designed for manufacture using many of the technologies well known in Li-ion cell production. This will enable Carbon-Ion to quickly scale-up production and to use manufacturing capacity already in existence. This will allow new products to be made and extra functions to be added to existing products, for example:





    ·   Improved energy storage allows the cell to be used as the principal method
        of energy storage in a far wider range of technologies than conventional
        supercapacitors

    ·   High specific power allows very fast charging

    ·   High specific power enables the extension of Li-ion battery lifetimes and
        reduction in battery size through peak shaving in hybrid applications

    ·   Improved safety protects customers, allows easy shipping and opens up
        applications in hazardous areas

    ·   Long cycle life allows energy storage to be installed for the entire
        lifetime of the device, reducing design complexity, eliminating service
        intervals and saving money

    ·   Recyclable at the end of life

Specifically, Carbon-Ion is creating polymer-inorganic composite electrolytes in the form of membranes. Such materials are tailored to contain interconnected nano-sized channels formed by the polymer network for easy ion migration. The polymer network weakly binds the ions to enable fast ion transport. The weak binding and fast ion transport is achieved by creating a network of vacant binding sites in the polymer.

Grid Market - Dynamic Containment

Carbon-Ion is pioneering a new approach to Firm Frequency Response or FFR. In the UK, the National Grid requires fast reacting energy storage solutions to keep the grid optimised at 50Hz. EV fast charging Bloomberg estimate that the world demand for lithium-ion batteries could reach 400GWh (Giga Watt hours) by 2025 as demand for electric vehicles grows. At the same time the mass roll-out of EVs will challenge national grid infrastructure. Our solution is to install energy storage at filling stations that allows buffering of the electrical grid. The buffered energy can be stored off-peak or at night when electricity is cheap. EVs can then be recharged from this stored energy, not directly from the grid. Governments have the potential to regulate the EV rechargers at the filling stations and apply the same tax currently applied to gasoline and diesel. This will allow continued funding of road infrastructure.






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Helping to make this scenario feasible is that the next generation of EVs, that will support Extreme Fast Charging (XFC). This allows charging stations to operate at megawatt rates of charge, according to TransportXtra-10 times faster than the current Tesla superchargers. At these rates, recharging an EV for a 300-mile (450 km) range is possible in just a few minutes. Not only can Carbon-Ion's C-Ion technology be added to an EV's with lithium batteries to allow XFC; it can be integrated into the recharging stations that make buffering possible as well.

Adding more renewables to the grid cause significant peaks and valleys to the demand curve. Adding fast reacting high power energy storage manages the curve. Carbon-Ion reacts much faster than lithium-ion, providing firm frequency response (FFR) or Dynamic Containment to keep grid running smoothly.





Employees

As of November 12, 2021, we had 11 employees.





Intellectual Property

We intend to protect and enhance the proprietary technology and inventions that are commercially important to our business, including seeking, maintaining and . . .

Item 3.02. Unregistered Sales of Equity Securities.

Information concerning the Company's issuance of (i) Common Stock and (ii) Series D Preferred Stock pursuant to the Share Exchange Agreement, as set forth in Item 1.01 above, is hereby incorporated into this Item 3.02 by reference.

The shares of our Common Stock and Series D Preferred Stock issued to the Shareholders in connection with the Exchange were not registered under the Securities Act, or the securities laws of any state, and were issued in reliance upon exemption from registration afforded by Section 4(a)(2) under the Securities Act of 1933, as amended, (or Regulation D or Regulation D promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.

Item 5.01. Changes in Control of Registrant.

As result of the issuance of the Common Stock and Series D Preferred Stock pursuant to the Share Exchange Agreement, a change in control of the Company occurred on November 12, 2021. In connection with the closing of the Exchange, the Board of Directors of the Company appointed Jack Brooks to serve as the Company's new President and member of the Board of Directors, and Andrew Sispoidis and Adrian Jones as members of the Board of Directors of the Company, subject to compliance with Rule 14f-1 under the Exchange Act. Effective ten (10) days after mailing to shareholders of a Schedule 14f-1 regarding the proposed changes in the Company's Board of Directors, Jack Brooks will be appointed as the Chief Executive Officer of the Company, Isaac Sutton will resign as Chief Executive Officer of the Company and will become the Chief Operating Officer of the Company, and Andrew Sispoidis and Adrian Jones will become directors of the Company.





Item 5.02.
Departure of
Directors or
Certain
Officers;
Election of
Directors;
Appointment of
Certain
Officers;
Compensatory
Arrangements of
Certain
Officers.

Concurrently with the closing of the Exchange, the Board of Directors of the Company appointed the Chief Executive Officer of Caron-Ion, Jack Brooks, to serve as the Company's new President and member of the Board of Directors, and Andrew Sispoidis and Adrian Jones as members of the Board of Directors of the Company, subject to compliance with Rule 14f-1 under the Exchange Act. Effective ten (10) days after mailing to shareholders of a Schedule 14f-1 regarding the proposed changes in the Company's Board of Directors, Jack Brooks will be appointed as the Chief Executive Officer of the Company, Isaac Sutton will resign as Chief Executive Officer of the Company and will become the Chief Operating Officer of the Company, and Andrew Sispoidis and Adrian Jones will become directors of the Company.






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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Share Exchange Agreement, we have authorized a class of Preferred Stock called Series D Preferred Stock, par value $0.0001 per share. On November 12, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation and Certificates of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series D Convertible Preferred Stock in the State of Nevada.

Certificate of Designation of Series D Preferred Stock

On November 12, 2021, the Company filed a Certificate of Designation, Preferences and Rights of the Series D Preferred Stock (the "Certificate of Designation") with the Secretary of State of Nevada, designating up to 100,000 shares of the Company's preferred stock as Series D Preferred Stock. The following is only a summary of the Certificate of Designation and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1(ii) to this Current Report on Form 8-K and is incorporated by reference herein.

Designation, Amount and Par Value. The number of shares of Series D Preferred Stock designated is up to 100,000. Each share of Series D Preferred Stock has a par value of $0.0001 per share and a stated value equal to $0.0001 per share (the "Stated Value"), subject to the potential adjustment set forth in the paragraph immediately below entitled "Dividends".

Dividends. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series D Preferred Stock equal (on an as-if-converted-to Common Stock basis) to and in the same form as dividends actually paid on shares of Common Stock when, as and if such dividends are paid on shares of Common Stock.

Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company, an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon, if any, and any other fees or liquidated damages then due and owing thereon under the Certificate of Designation, for each share of Series D Preferred Stock before any distribution or payment shall be made to the holder of any Junior Securities (as defined in the Certificate of Designation), and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to all holders of Series D Preferred Stock shall be ratably distributed among such holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Voting Rights. The Series D Preferred Stock shall have no voting rights; provided, however, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend the Certificate of Designation, (b) create any equity securities that are senior in preference or liquidation to the Series D Preferred Stock, (c) amend its articles of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, (d) increase the number of authorized shares of Series D Preferred Stock, (e) repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of Shares of Common Stock, common stock equivalents, or Junior Securities (subject to certain exceptions provided therein), (f) pay cash dividends or distributions on Junior Securities, (g) enter into any transaction with an Affiliate (as defined in the Certificate of Designation) that would require any public filing with the Commission (subject to certain exceptions provided therein), or (h) enter into any agreement with respect to any of the foregoing.

Conversion Price. 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, subject to adjustment as provided in the Certificate of Incorporation.

Conversion. Each share of Series D Preferred Stock is convertible, at the option of the holder thereof, but subject to the restrictions on conversion set forth below, at any time after the issuance of such share, into Common Stock at a ratio of 12,937.5 shares of Common Stock for each share of Series D Preferred Stock held, subject to adjustment for reverse and forward stock splits, combinations, recapitalizations and the like.

Fundamental Transaction. If the Company consummates any merger, consolidation, sale or other reorganization event in which the Common Stock is converted into or exchanged for securities, cash or other property, or if the Company consummates certain sales or other business combinations, then following any such event, the holders of the Series D Preferred Stock will be entitled to receive, upon any subsequent conversion of the Series D Preferred Stock, the kind and amount of securities, cash or other property that the holders would have received had they converted the Series D Preferred Stock to Common Stock immediately prior to such event.






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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The audited financial statements of Carbon-Ion, Inc, as of June 30, 2020 are incorporated herein by reference to Exhibits 99.2 to this report.

(b) Pro Forma Financial Information

Our unaudited pro forma condensed combined financial statements as of June 30, 2021 is incorporated herein by reference to Exhibit 99.1 to this report, and are based on the historical financial statements of the Company and Carbon-Ion after giving effect to the Share Exchange.





 Exhibit
  Number     Exhibit Description

  3.1(i)       Articles of Incorporation, as amended (Incorporated by reference to
             Exhibit 3.1(i) to the Company's Form 10 filed on April 26, 2021)
 3.1(ii)     Certificate of Designation for the Series D Preferred Stock, dated
             November 12, 2021
  3.2(i)       By-laws (Incorporated by reference to Exhibit 3.1(i) to the
             Company's Form 10 filed on April 26, 2021)
   10.1        **Consulting Agreement with Sutton Global Associates, Inc. dated
             July 1, 2020 (Incorporated by reference to Exhibit 3.1(i) to the
             Company's Form 10 filed on April 26, 2021)
   10.2        Share Exchange Agreement with Carbon-Ion dated April 13, 2021
             (Incorporated by reference to Exhibit 3.1(i) to the Company's Form 10
             filed on April 26, 2021)
   10.3        Promissory Note issued by Carbon-Ion dated April 13, 2021
             (Incorporated by reference to Exhibit 3.1(i) to the Company's Form 10
             filed on April 26, 2021)
   10.4        Security Agreement issued by Carbon-Ion and Oxcion dated April 13,
             2021 (Incorporated by reference to Exhibit 3.1(i) to the Company's
             Form 10 filed on April 26, 2021)
   10.5        Termination Agreement dated April 13, 2021 and Prior Notes Replaced
             by April 13, 2021 Promissory Note (Incorporated by reference to
             Exhibit 3.1(i) to the Company's Form 10 filed on April 26, 2021)
   10.6        Binding Letter of Intent dated December 10, 2020 (Incorporated by
             reference to Exhibit 3.1(i) to the Company's Form 10 filed on April
             26, 2021)
   99.1        Pro Forma Financial Information for December 31, 2020 and June 30,
             2021
   99.2      List of Zapgo Patents(Incorporated by reference to Exhibit 99.2 to
             Amendment No. 1 to the Company's Form 10 filed on June 21, 2021)
   99.3        Audited Consolidated Financial Statements of Carbon-Ion Energy,
             Inc. as of June 30, 2021

** Indicates a management contract or compensatory plan or arrangement.

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