On June 12, 2017, the Company entered into a letter of intent (the “ LOI ”) to acquire all the outstanding limited liability company interests of 271 Lake Davis Holdings, LLC, a Delaware limited liability company d/b/a/ SanSal (“ SanSal ”).
Founded in 2015, SanSal is a Colorado-based producer of natural rich-hemp products, using strict natural protocols and materials yielding broad spectrum phytocannabinoid rich hemp oils, distillates and isolates. On the SanSal farm in located in the high-altitude foothills of the Rocky Mountains in southwest Colorado, SanSal grows hemp plants rooted in purity. SanSal’s proprietary genetic plants are cultivated from tissue cultures and clones using sustainable farming practices that preserve soil integrity and conserve precious Rocky Mountain water. SanSal uses neither any pesticides nor any non-natural fertilizers. SanSal is committed to natural cultivation and protecting the soil. SanSal believes that it offers superior quality natural-grown whole plant broad spectrum phytocannabinoid hemp oils and extracts in various strengths and formulations, including oils formulated to customer specifications. SanSal is licensed by the Colorado Department of Agriculture to grow industrial hemp pursuant to Federal law on its farm.
In the transaction contemplated by the LOI, we intend to acquire all the outstanding limited liability company interests of SanSal in exchange for the issuance to SanSal’s members, pro rata , of 7,800,000 “ restricted ” shares of our common stock, whereupon the holder the Company’s currently outstanding 7,500,000 shares of “ restricted ” common stock will contribute those shares to the capital of the Company. The closing of the transaction contemplated by the LOI, is subject to customary terms and conditions, including, but not limited to, completion of due diligence, negotiation and execution of definitive transaction documents between the parties and the delivery of audited and unaudited financial statements of SanSal as required under applicable rules of the Securities and Exchange Commission. Following consummation of the transaction, which has not occurred as of the date of this report, the Company intends to implement a six for one forward split of its common stock and amend its Articles of Incorporation to (a) change the Company’s corporate name to “ SanSal Wellness Holdings, Inc. ” (with a comparable change in its trading symbol); and (b) authorize a class of “ blank check ” preferred stock.
