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Re: None

Friday, 08/05/2016 1:26:25 AM

Friday, August 05, 2016 1:26:25 AM

Post# of 48255
Ok corect me if im wrong so QB stands for bankrupcy clas B..? So on the filing i found out they are selling 10mil ss in wich 5mil already in process.. As noted above, on July 11, 2016, the Company completed the Acquisition of all of the outstanding equity securities of Batterfly, as a result of which, Batterfly is now a wholly-owned subsidiary of the Company. The Acquisition was completed pursuant to the Stock Purchase Agreement. Under the terms of the Purchase Agreement, the Company acquired all of the outstanding capital stock of Batterfly in exchange for consideration in the form of:

 

(i)an aggregate $1,037,795 in cash, of which $637,795 was paid at or prior to closing to, or will be set aside for, satisfying all outstanding liabilities of Batterfly, with the remainder paid in installments on the dates that are 12 months and 16 months after the closing;

 

(ii)the Promissory Note;

 

 (iii)10,000,000 shares of the Company’s common stock, of which:

 

 (1)5,000,000 have been issued to the Sellers, subject only to the restrictions imposed by the Securities Act (as defined below);   (2)3,000,000 have been issued in escrow to secure the former Batterfly shareholders’ obligation to indemnify the Company and its affiliates under certain circumstances, as specified in the Purchase Agreement, which shares shall be released on July 11, 2017, the one-year anniversary date of the closing date of the Acquisition;   (3)2,000,000 have been issued in escrow to secure the former Batterfly shareholders’ obligation to indemnify the Company and its affiliates under certain circumstances, as specified in the Purchase Agreement, which shares shall be released on the date that the Company has sold an aggregate of 1,000,000 units of Batterfly’s products after closing; and

 

 (iv)quarterly payments of cash, up to an aggregate amount of $2,000,000, based on the number of Batterfly’s products sold by the Company after the closing date of the Acquisition.
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