BCIB ~ Due Diligence
BioCube, Inc. is a biotechnology company that seeks to identify, mentor and facilitate the development of technologies, products and services for medical and biological applications.
The CannaSens Delta9 is a user-friendly device that can detect the presence of THC in the breath of an individual who has smoked marijuana within several hours prior to being tested.
Delta9 utilizes IMS, PID or GC-Column detection technologies to analyze the breath sample collected from an individual exhaling into a tube attached to the device. As the sample passes through the device, it is ionized and the resulting molecules undergo complete analysis, with the target substances detected and identified. Any resulting concentration levels are calculated and displayed on an LCD screen. Communication with an external computer or a data collection/exchange server is accomplished via a USB port. The Delta9 device is also capable of sounding an alarm once the concentration level reaches preset limits.
Delta9 key characteristics:
• real-time analysis
• high sensitivity in low parts per billion range
• superior selectivity and cross sensitivity rejection
• direct analysis without the use of other devices
• low operating cost, no consumables
On July 27, 2014, BioCube, Inc. (the “Company”) entered into an Asset Purchase Agreement with Innovative Holdings, Inc., a New Jersey corporation (“Innovative”), whereby the Company agreed to purchase from Innovative certain assets in exchange for 2,000,000 restricted common shares of the Company and a convertible promissory note in the amount of $25,000 (the “Agreement”). The specific assets related to mobile applications for patients of medical marijuana facilities in Canada and the United States, as follows:
Two (2) separate mobile applications for providing medical marijuana patients in legal states within the United States, and through out Canada to locate nearby doctors, dispensaries and rate and review strains with a touch of your finger. The US based app also provides state-by-state current legislation, how to qualify for a medical marijuana 10 card and how a patient can take action by contacting their local advocacy group to get involved;
All franchises, licenses, permits, consents, authorizations, approvals, and certificates of authority of any administrative or regulatory body found in Innovative’s name;
All proprietary rights, proprietary knowledge, know-how, designs, processes, trademarks and copyrights which Innovative owns or has a right to use in the operation of its business and all filings, registrations or issuances of any the foregoing with or by any federal, state, local or foreign regulatory, administrative or governmental office in connection therewith; and
All other contracts, and other agreements, contract rights, purchase orders, policies and understandings, whether oral or written, to which the Innovative is a party, and used in conducting the business and operations of the Innovative.
Per the terms of the Agreement, the Company did not assume any of the debts and/or liabilities of Innovative attached to the Assets. Based upon the quoted market price at the time of the execution of the Agreement, the aggregate purchase price is approximately $45,000.00. As a result of the Agreement, the Company owns informational software through mobile applications.
Although the purchased Assets do provide real data on medical marijuana, the applications in no way, in no capacity facilitate any sale or trafficking of medical or recreational marijuana.
On August 22, 2014, BioCube, Inc. (the “Company”) entered into an Agreement with IUT Medical GmbH, a Berlin Germany corporation (“IUT-M”), to form a USA-based Joint Venture (“JV”) entity for the purposes of commercialization the Marijuana Breath Analyzing Device (“Device”) being developed by IUT-M on the basis of already existing systems offered by IUT-M (the “Agreement”).
The specific terms of the Agreement are as follows:
JV will receive ownership and exclusive world-wide license to the Device from IUT-M
BioCube ownership in JV 51%
IUT-M ownership in JV 49%
IUT-M is entitled to 2.5% royalty payments on products sold by JV
IUT-M will receive 1,000,000 shares of BioCube, currently trading on OTC Stock Exchange
JV to be transition into a stand alone public entity via spin-off in 9-18 months after the initial product sales
On November 14, 2014, Mr. Paul Lisak was elected as the sole Director, pursuant to the Bylaws of the Company and as Chief Executive Officer and other executive positions as may be required.
Mr. Lisak is an extensively educated and highly experienced professional. After serving in the United States Marines, he earned a Bachelor of Science in Biology; a Minor in Chemistry (BS); a Bachelor in Environmental Science (BA); and a Master of Science degree in Environmental/Occupational Health. Mr. Lisak is a registered Environmental Health Specialist and a nationally recognized Specialist in hazardous materials. He is currently Chairman of the publicly traded Synergetics, Inc. a company that specializes in environmental projects, and one that has affiliate operations in St Petersburg, Russia; China and Europe and anticipates expansion into North America. He has long been involved in alternative energy, and is the former CEO of JPL Environmental, Inc. (JPLE), an environmental health and hazardous materials consulting firm established in 1989 that specialized in alternative energy projects, such as waste to energy, solar, wind, thermal, geothermal, permitting/licensing, and site remediation. His responsibilities also included teaching all personnel in all the diagnostic testing technologies created to test for the presence of any harmful pathogens. During that time, he helped write a number of current laws while working closely with Federal, State, County, and City agencies throughout the United States and Mexico. In addition to his business experience, Mr. Lisak was an Assistant/Associate Professor and taught classes at the California State Universities located in Northridge and Fullerton, and at the University of California Los Angeles (UCLA).
On February 9, 2015 the Company entered into an Executive Employment Agreement (“EEA”) with Mr. Lisak, whereby in exchange for his services as Chairman and CEO, the Company shall pay Mr. Lisak One Hundred and Fifty Thousand Dollars ($150,000). For successive terms, Mr. Lisak’s base salary shall be increased by an amount equal to not less than Ten Percent (10%) times the base salary then in effect, plus any additional amount determined by the Compensation Committee of the Company’s Board of Directors. In addition, Mr. Lisak shall be eligible for an annual bonus in the discretion of the Company’s Board of Directors.
On February 9, 2015 the Board of Directors ratified, confirmed and approved the entry into a consulting agreement (the “Consulting Agreement”) with JEC Consulting Associates, LLC (“JEC”). Pursuant to the Consulting Agreement, JEC shall provide certain requested business, advisory, strategic and administrative services to the Company. In exchange for JEC’s services to the Company, JEC shall receive a monthly retainer of $10,500, or $126,000 annually. During the first six (6) months of the Consulting Agreement, the Company may pay JEC in the form of non-interest bearing notes convertible into the common stock of the Company at $0.0162 per share. In addition, the Company granted JEC 750,000 shares of the Company’s common stock upon the execution of the Consulting Agreement.
JAN E. CHASON became a member of the Board of the Company on February 9, 2015. Mr. Chason has been a member of the Board of several public companies, currently including MasterBeat Corporation. Since January 2012, he has served as the Chief Financial Officer of a privately-owned marketing agency that specializes in representing high-profile culinary personalities and brands and in addition through Mr. Chason’s consulting firm he provides financial advisory services to several entrepreneurial companies. Mr. Chason served as the Chief Financial Officer or in other senior financial roles for many public companies since 1994 including Spring Creek Healthcare Systems, Inc., United Health Products, Inc., Halcyon Jets Holdings, Inc., Ckrush Inc., Majesco Entertainment Company; Clear Channel Broadcasting, SFX Entertainment, Inc., The Marquee Group, Inc. and Triathlon Broadcasting, Inc. Mr. Chason was also formerly a partner at Ernst & Young. Mr. Chason, 69, is a certified public accountant and has a Bachelor of Business Administration from City College of New York.
The above description of the Consulting Agreement is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein, and may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of the Consulting Agreement, this reference is made to such agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by this reference.
As of June 14, 2013, there were
44,842,758 Common Shares outstanding.
10K/A Feb 19 2015
We are filing this amendment to provide amended financial statements as a result of recalculation of derivative liability from $41,864 loss to $32,462 gain.