Item 1.01: Entry Into a Material Definitive Agreement.
On March 19, 2013 the Registrant entered into a Stock Purchase Agreement with Kevin Vining under which the Registrant and Mr. Vining agreed as follows: Mr. Vining Agreed to loan to the Registrant up to Six Hundred Fifty Thousand Dollars ($650,000) at such time or times and on such terms as are mutually acceptable. The Registrant agreed to appoint Mr. Vining as its Chairman, Chief Executive Officer, and President, and agreed to appoint Mr. Vining and two designees of Mr. Vining to the Registrant’s Board of Directors. The Registrant and Mr. Vining also agreed that all previous employment and consulting agreements were terminated and of no force or affect. The Registrant agreed to sell to Mr. Vining and Mr. Vining agreed to purchase from the Registrant, Eighteen Million Three Hundred Fifty thousand (18,350,000) shares of Registrant’s Common Stock at the price of $0.035 per share. Mr. Vining agreed to pay and perform the Purchase Price to and for the Registrant in services actually rendered as follows:
(i) On that date on which the Registrant has entered into an agreement with an issuing bank for prepaid debit card programs; the Registrant will issue to Mr. Vining seven million three hundred fifty thousand (7,350,000) shares of common stock.
(ii) On that date on which the Registrant has received not less than twenty thousand dollars of revenue; the Registrant will issue to Mr. Vining six million (6,000,000) shares of common stock.
(iii) On that date on which the Registrant has made a profit in the immediately preceding month, applying generally accepted accounting principles; the Registrant will issue to Mr. Vining five million (5,000,000) shares of common stock.
Notwithstanding anything else therein to the contrary, in the event that the stock has not issued prior to September 1, 2014 the agreement shall terminate.
Additionally, Registrant Board member Robert O’Connor agreed to enter into a voting agreement with Mr. Vining therein agreeing to vote all of the shares of stock in the Registrant owned by him in favor of electing Mr. Vining and two designees of Mr. Vining to the Board of Directors of the Registrant, to be effective until the earlier of (i) issuance of all 18,350,000 shares of stock to Mr. Vining, and (ii) twelve months from the date of the voting agreement.