On May 17, 2016, Barton Hollow, together with the newly-elected director and officer of the Issuer, caused the Issuer to enter into a Letter of Intent to merge with Biochar Now, LLC, a Colorado limited liability company. Pursuant to the Letter of Intent, the parties thereto would endeavor to arrive at, and enter into, a definitive merger agreement providing for the Merger transaction described therein. As an inducement to the members of Biochar Now, LLC. to enter into the Letter of Intent and thereafter transact, the Issuer caused to be issued to its members 20,000,000 shares of its common stock. -3- Subsequently, on June 1, 2016, the Issuer and Biochar Now, LLC entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). Concomitant therewith, the stockholders of the Issuer elected Bill Beierwaltes, the President of Biochar Now, LLC, Chief Executive Officer and Director of the Issuer, who, along with Barton Hollow, ratified and approved the Merger Agreement and Merger.
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