Transfer Agent Verified https://www.otcmarkets.com/stock/QEBR/disclosure NOTE 11 – OTHER EVENTS (continued)
certain Licenses to Cultivate and Export Medical Grade Cannabis from Zimbabwe. Under the terms of the agreement, the Company was to pay an exclusivity fee of $250,000 within 24 hours of execution. The exclusivity fee was subsequently extended to be payable on or before September 30, 2021. The consideration for the shares of Eco is $110,000,000 payable by way of the issuance of common stock of the Company and a capital injection of $20,000,000 by way of a corporate loan at 5% interest payable yearly in arrears with a maturity date in ten years. Or as cash for stock based on the valuation per share on the $110,000,000 purchase price. The proceeds of the $20,000,000 loan will be used to pay corporate finance fees of $4,000,000 and to pay $4,000,000 to certain shareholders including $2.800,000 to Goldman & Sons. Also to include any bridge lenders advancing funds prior to completion of the acquisition. The remaining funds will be used for further expansion and working capital. Under the terms of the the agreement, the Company has agreed to undertake a $50,000,000 best efforts Reg A offering statement.
NOTE 12 – STOCKHOLDERS’ EQUITY
Preferred Stock
As of June 30, 2021, the Company had authorized 45,000,000 shares of Preferred Stock at a par value of $0.00001. We have two classes of Preferred Stock designated as of March 31, 2021.
Series B Preferred stock
The Company designated 45,000,000 shares of Preferred Stock as Convertible Series B Preferred Stock at a par value of $0.00001. The Series B Preferred Stock has the right to vote alongside the Common Stock at a ratio of 1:1. Additionally, the Series B Preferred Stock must approve certain significant corporate actions with the approval of the Series B Preferred Stock voting separately as a class. The Series B Preferred Stock is not redeemable by the Company. The Series B Preferred Stock converts into Common Stock at a ratio of 1:1.
During the year ended December 31, 2020, 25,000,000 Series B Preferred stock converted to 25,000,000 shares of common stock. As of June 30, 2021, and December 31, 2020, 11,470,893 shares of Series B Preferred Stock were issued and outstanding.
Series D Preferred stock
On June 25, 2021, the Company entered into a Heads of Agreement with Eco Equity Ltd. (“Eco”) to purchase 100% of the shares of
Eco, a company that owns
On January 29, 2021, the Company amended the authorized preferred shares to authorize and designate Series D Preferred shares in the amount of 30,000,000 Series D preferred and to amend the designation to reduce the designated Series B Preferred stock to 15,000,000
shares of Series D Preferred stock.
There are a total of 30,000,000 shares of Series D Preferred stock authorized. The Series D Preferred stock has voting rights equal to the common stock, is convertible into common stock based on a conversion of 1 to 1. The Series D Preferred stock has equal dividend
rights to the common stock.
On February 5, 2021, the Company issued a total of 25,000,000 Series D Preferred shares pursuant to a Subscription Agreement for the
purchase of the shares at $0.004 per share for consideration of $10,000.
There were a total of 25,000,000 shares of Series D Preferred and 0 shares of Series D Preferred issued at June 30, 2021 and December
31, 2020 respectively.
F-16
VIRTUAL MEDICAL INTERNATIONAL, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 and 2020
NOTE 12 – STOCKHOLDERS’ EQUITY (continued)
Common stock
The Company had authorized 1,000,000,000 shares of Common Stock at a par value of $0.00001.
During the six months ended June 30, 2021, the Company issued a total of 7,859,090 shares of common stock as follows:
• Total of 7,500,000 shares under advisory agreements (ref Note 10);
• Total of 16,666,667 shares under Data delivery and service agreements (ref Note 9)
• 1,500,000 shares under the Membership share acquisition agreement (ref Note 7);
• 250,000 shares under a business acquisition agreement (ref Note 8);
• 1,700,000 shares issued for marketing services. The Company valued the shares at the closing price of the Company’s stock as
traded on the OTCMarket on the issuance date and recorded $206,300 as stock-based compensation expense.
• Total of 60,000,000 shares under Consulting agreements (ref Note 6). These shares were issued subsequent to June 30, 2021
but were administratively issued and reported in the period ended June 30, 2021.
As of June 30, 2021, and December 31, 2019, there were 559,338,208 and 446,721,541 shares of common stock issued and outstanding, respectively.
NOTE 13 – STOCK OPTIONS
Description of 2020 Stock Option and Stock Award Plan
The Company has 50,000,000 shares available for issuance under the 2020 Stock Option and Stock Award plan. The Company has outstanding unexercised stock option grants totaling 10,000,000 shares at an exercise price of $0.05 per share as of December 31, 2020.
https://www.otcmarkets.com/otcapi/company/financial-report/306022/content
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