Two Hands Corp (TWOH)

[wingtrade]

This looks like the groundwork for a RM IMO...

Szar International, Inc. (dba Cigar & Spirits Magazine) ('Cigar & Spirits')
- On March 1, 2012, we entered into a License Agreement with Cigar & Spirits. Under the terms of the Agreement, we have the right to market the products of Cigar & Spirits including but not limited to the sales, promotion and advertising vehicles. We have agreed to pay a fee of 1.5% of all sales generated plus a management fee of 1.5% based on the total monies paid for employee salaries, benefits and commissions. The Company is responsible for all expenses that relate to sales generated under the License Agreement. Cigar & Spirits may at any time in its sole discretion, with sixty days prior notice, terminate the agreement and revoke the license granted for any reason whatsoever and upon such termination we will immediately stop using the Cigar & Spirits trade names.

We have determined that we are the primary beneficiary of Cigar & Spirits as our interest in the entity is subject to variability based on results from operations and changes in the fair value. After February 29, 2012, all operations of Cigar & Spirits are included in the License Agreement.

The results of operations for Cigar & Spirits have been included in the financial statements of the Company. The Company did not pay consideration to enter into the License Agreement. The acquisition has been accounted for using the purchase method as follows:

Cash $ 696
Due to related party (2,446)
Notes payable (15,050)
Non-controlling interest 16,800
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$ -
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...and from the 10-Q fins:

Supplemental disclosure of non-cash investing and financing activities
Prepayment of compensation in stock 47,667 47,667
Conversion of due to related party for common stock 30,000 30,000
Notes payable on acquisition of Szar International, Inc. 15,050 15,050
Due to related party on acquisition of Szar International, Inc. $ 2,496 $ 2,496