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Re: None

Thursday, 09/19/2019 1:16:38 AM

Thursday, September 19, 2019 1:16:38 AM

Post# of 18345
To be listed (OTCQB) in mid-October?

August 15 + 60 days = October 14

Will the share price be or must be trading above .50 before or by October 14? And to follow with S-1 for the conversion of $905,000?

FORM 8-K on August 11, 2019

On or about August 11, 2019, the Company entered into a “Convertible Promissory Note Purchase Agreement” (hereinafter referred to as the “Agreement”) with Saean, Inc., a Nevada corporation (hereinafter referred to as “Saean Nevada”). Pursuant to this Agreement, Saean Nevada has agreed to issue and sell to the Company two (2) individual convertible promissory note payables totaling $905,000 USD (hereinafter referred to as the “Note Payable” or “Note Payables”). The initial Note Payable in the amount of $305,000 USD shall be received within three (3) business days of the execution of the Agreement and the second Note Payable in the amount of $600,000 USD to be received by the Company within sixty (60) days of the receipt by the Company of the execution and purchase of the initial Note Payable. The Note Payables shall be convertible into the Common stock of the Company pursuant to the terms and conditions of the Agreement and the Note Payable.

On or about August 11, 2019, the Company and Saean Nevada executed the initial Note Payable in the amount of $305,000 USD (hereinafter referred to as the “Initial Tranche”). The Initial Tranche was received by the Company in full on or about August 15, 2019. This Note Payable shall be convertible into the Common stock of the Company pursuant to the terms and conditions of the Agreement and the Note Payable.

If the Common Stock to the Company closes at a market price of $0.50 per share or greater for 20 consecutive trading days, the Company may force the Registered Holder to convert all or part of the Note Amount due under the Note (or notes) into the Common Stock of the Company upon receipt of written notice from the Company to the Registered Holder (“Forced Conversion”).

Upon the Registered Holder’s receipt of the written notice of the Forced Conversion, the Company shall, at the Registered Holder’s written request, provide the Registered Holder “Registration Rights” which shall require the Company within 60 days to file a Form S-1 Registration under the Act with the SEC registering the Common Stock issued to the Registered Holder or its assigns as a “Selling Shareholder”.

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