Noticed a new company name on MCTC, June 15, 2020 8K filing.
Mt. Fire, LLC.
Looking for Mt. Fire, LLC, a Nevada limited liability company. No show on Nevada Sec of State site. Any clue? Mt. Fire, LLC is listed and included with the Amendment of Material Definitive agreement. Seems they took back the 400,000 share note, and some other notes and replaced with a $500,000 payment to Lelentos (registered to Ma Helens Am Is). Let me know if I am going down the wrong rabbit hole!!
Section 1 - Registrant’s Business and Operations
Item 1.01 Amendment of a Material Definitive Agreement.
Original Agreement
On February 20, 2020, the Registrant filed Form 8-K disclosing its entry into a material definitive agreement (“Agreement”) not made in the ordinary course of its business. The parties to the Agreement were the Registrant and Lelantos Biotech, Inc., a Wyoming corporation (“Lelantos”), and its owners Ma Helen M. Am Is, Inc., a Wyoming corporation (“Helen M.”), East West Pharma Group, Inc., a Wyoming corporation (“East West”), and New Horizons Laboratory Services, Inc., a Wyoming corporation (“New Horizons”). There is no material relationship between the Registrant or its affiliates and Lelantos, Helen M., East West, New Horizons, or any of their respective affiliates, other than in respect of the material definitive agreement.
The terms and conditions of the Agreement required the Registrant to issue 400,000 shares of its common stock to Lelantos, and separately, an aggregate of $500,000 in the form of notes payable as follows: $225,000 to Helen M.; $50,000 to East West, $225,000 to New Horizons. The notes were agreed to be due and payable as follows:
(1) The note to Helen M. was due on June 15, 2020. In the event Registrant defaulted on the note, the outstanding amount of principal and interest due converts into 6.75% of the total issued and outstanding shares of Registrant on the maturity date.
(2) The note to East West was due on May 31, 2020 with an interest rate 5% per annum. If Registrant defaulted on the note, the interest rate increases to 10%. If Registrant fails to pay by August 30, 2020, the total amount of principal and interest shall be converted into a 1.5% fully diluted ownership of Registrant’s issued and outstanding common shares.
(3) The note to New Horizons was due on May 31, 2020 with an interest rate of 15% per annum. If Registrant defaulted on the note, the outstanding amount of principal and interest due converts into 6.75% of the total issued and outstanding shares of Registrant on the maturity date.
In exchange for the foregoing consideration, the Registrant obtained all right, title and interest in certain trade secrets, patent applications, intellectual property rights and research and development, in unique hemp infusion technologies, exotic cannabinoids and nano-fibers that may increase bioavailability and absorption.
June 15, 2020 Amendment
On June 15, 2020, the Registrant and Lelantos entered into a modification agreement respecting the material definitive agreement. The parties to the modification agreement are the Registrant and Lelantos, including its including without limitation its shareholders, owners, affiliates, control persons, successors and assigns, including, but not limited to, Mt. Fire, LLC, a Nevada limited liability company (“Mt. Fire”), Ma Helen M. Am Is, Inc., a Wyoming Corporation (“Helen M.”), New Horizons Laboratory Services, Inc., a Wyoming Corporation (“New Horizons”), and East West Pharma Group, Inc., a Wyoming Corporation (“East – West”) (or collectively, “Lelantos”). There is no material relationship between the Registrant or its affiliates and Lelantos, Helen M., East West, Mt. Fire, New Horizons, or any of their respective affiliates, other than in respect of the modification agreement.
Pursuant to the modification agreement, the Registrant and Lelantos agreed to the following material modifications to the material definitive agreement as follows:
1. The Registrant shall have no obligation to issue 400,000 common shares under Section 3.1 of the previously disclosed acquisition agreement.
2. The Sellers acquisition notes referenced in Section 3.2 of the previously disclosed acquisition agreement are all cancelled with prejudice to any and all rights of any kind whatsoever pertaining to and in favor of Helen M., New Horizons, and East – West. (The Registrant and East – West previously terminated their note on May 31, 2020.)
3. As complete and full consideration for the acquisition of the intellectual property, trade secrets, research and development and associated pending patent applications, the Registrant agrees to pay to Lelantos, a purchase price of five hundred thousand dollars ($500,000), payable by the issuance of a promissory note.
