NOTE 14 - SUBSEQUENT EVENTS (Unaudited)
Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 after the balance sheet date through the date the financial statements were issued.
On April 15, 2020 the Company amended it’s Articles of Incorporation with the State of Nevada increasing its authorized capital to 2,000,000,000 shares of common stock.
In April, 2020 the Company entered into an Advisory Board Member consulting agreement with Mary Taylor. The Company has formed an Advisory Board to assist it in evaluation of its research and development and business activities including but not limited to assist the Company to establish manufacturing and R&D projects in the State of Ohio and the Company and engaged the services of Mary Taylor as a member of its Advisory Board, and to serve as an Independent Director. Compensation will be Fifty Thousand (50,000) shares of Common Stock in consideration for services provided during attendance at meetings of the Advisory board the Company and an additional Twenty Thousand Shares (20,000) to be granted subject to approval by the Board of Directors of the Company at the beginning of each successive year of service, if the appointment to the Consultant is continued, for two subsequent years.
In April, 2020 the Company entered into a consulting agreement with KBHS, LLC. to provide consulting services on brand development, marketing, management, licensing and distribution of goods and services. KBHS' founder, Kevin Harrington, is an internationally-recognized businessman, veteran entrepreneur and inaugural Shark Tank investor and has, as part of the agreement, agreed to star in the Company’s upcoming infomercials and has joined our Advisory Board.
The term is for one (1) year. Compensation will be a grant of 5,000,000 shares of the common stock in the Company and a grant of warrants to purchase up to 20,000,000 (twenty million) shares of common stock of the Company as follows:
a. Warrants to purchase 5,000,000 shares upon execution of this agreement exercisable up to three (3) years after this grant.
b. Warrants to purchase 5,000,000 shares exercisable within 6 months from the execution date of this agreement, exercisable up
to three (3) years after this grant.
c. Warrants to purchase 5,000,000 shares exercisable within 12 months from the execution date, exercisable up to three (3) years
after this grant.
d. Additional Shares Based on Results: 5,000,000 additional shares that can be earned within the first 12 months of this Agreement by
hitting benchmarks established by the Company.
In April, 2020 the Company received a Notice of Conversion from the holder of the $1,000,000 convertible note payable (See Note 6 ) The holder of the note is converting principal of $58,693 and accrued interest of $41,142 into 13,000,000 shares of common stock. The principal balance of the note after conversion will be $941,307.
In April, 2020 the Company issued four convertible promissory notes with investors totaling $137,500. These convertible notes payable are due one year from issuance, with interest at 5% per annum and are convertible at 80% multiplied by the Market Price (representing a discount rate of 20%). Market Price is defined as the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending one trading day prior to the date the conversion.
In April, 2020 the Company entered into an Exclusive Manufacturing and Distribution Agreement with Beiang Air Tech, a Chinese Corporation whereby the Company wants to enter into the business of marketing and selling products and the Company appoints the distributor as its exclusive distributor to resell the products to customers located within North America, South America and Israel.
OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v2.1 December 2019) Page 29 of 31
The distributor shall have the exclusive right to market, advertise, promote, create marketing materials, sell or distribute the products to any person or company located inside the territory, who will not resell the products outside the territory. The term is for one year with options for yearly renewals.
In May, 2020 the Company entered into an Officer Retention Agreement with Joseph Florence as Chief Transformation
Officer of Corporation. Compensation will be a stock retainer of value of ten thousand dollars and no cents ($10,000.00) per month during Officer’s period of service, payable in 4 quarterly installments in arrears. The value of the stock shall be calculated month by month and the amount of stock to be issued to the Officer will be determined by the value of the stock trade price on the last trading day of each month but shall not exceed 100,000 shares (one hundred thousand) per month.
