Acquisitions
Acquisition of HDH and Recapitalization
On December 14, 2017, the Company, a wholly owned subsidiary of the Company and HDH entered
into a Plan and Agreement of Merger (the “Merger Agreement”), which provided that the subsidiary would
be merged with and into HDH and that the two holders of units in HDH would receive shares of the
Company’s common stock or cash, as each of them elected. On February 5, 2018 (the “Effective Date”),
the merger was consummated, as the result of which HDH became the wholly owned subsidiary of the
Company and the Company issued 4,500,000,000 shares of its common stock to one of the holders of units
in HDH and made a promissory note for $9,500 in favor of the other, in accordance with their elections.
Pursuant to the Merger Agreement, the sole director, officer and majority stock-holder of the Company
resigned from these positions, surrendered all of his shares of common stock in the Company and cancelled
all of its indebtedness to him in consideration of a promissory note made by the Company in his favor in
the principal amount of $420,000.
The merger was a reverse merger that resulted in a change of control, and has been accounted for as
a recapitalization, whereunder HDH is the accounting acquirer. Accordingly, the historical financial
statements prior to the Effective Date are those of HDH, have been prepared to give retroactive effect to
the merger and represent the operations of HDH. The consolidated financial statements include the balance
sheets of both companies at historical cost, the historical results of HDH and the results of the Company
from the Effective Date. All share and per-share information in the accompanying unaudited consolidated
financial statements and these notes has been retroactively restated to reflect the recapitalization.
Acquisition of Precision Research Institute, LLC
On March 31, 2019, the Company acquired all of the outstanding units in Precision Research Institute,
LLC, a Texas limited liability company (“PRI”) formed on May 18, 2016, from the Company’s then president.
On August 20, 2020, PRI was merged with and into the Company.
Merger with Pharmacology University, Inc.
On December 19, 2019, Pharmacology University, Inc., a Delaware corporation (“PUI”), with and into
the Company pursuant to an Agreement and Plan of Merger, dated as of November 7, 2019, under which
PUI was merged with and into the Company (the “PU Merger Agreement”). Pursuant to this agreement, the
Company issued 4,875,000,000 shares of the Company’s common stock to the former holders of the
common stock of PUI, and, in also issued 2,000,000 shares of its Series A Convertible Preferred Stock to
Mr. Dante Picazo, who became the Company’s chief executive officer president. These issuances resulted
in a change of control. In a related transaction, Ms. Elizabeth Hernandez, the holder of 4,500,000,000
