Item 1.01 Entry into a Material Definitive Agreement
On May 19, 2015 the Company licensed perpetual exclusive rights to use Ultroid Marketing Development Corp.s products and the trade name “Ultroid System”. The rights will allow the Company to enter into the clinical treatment of Hemorrhoidal Maladies. Amongst several other attributes, the Products are non-invasive and provide fast and effective relief in the treatment of Hemorrhoids. In consideration for the assignment of these rights, the Company prepaid Ultroid Marketing Development Corp., the Licensor $100,000 for an initial order of forty (40) Ultroid Hemorrhoid Management Systems. The prepayment was satisfied in the form of equivalent value of Series A 12% preferred shares of the Licensee. Said Preferred shares contain conversion privilege into the Company's common stock at a conversion price of $.001 per share.
The license rights will permit the Company to diversify its current business opportunities. More particularly, it will allow the Company to set up clinics and establish an International Brand. While the Company is impressed with the market potential of the Ultroid System, there can be no assurance of its success and market acceptance on a domestic or international basis.
Related to the License above, The Company had entered into a contingent Consulting Agreement with AIM International Associates Ltd. (“Consultant”) whereby the Consultant would, in the event of a successful acquisition of the license described above, be compensated certain compensation. Now that the Company has secured the rights to the Ultroid System, the Consulting Agreement compensation is due and payable.
Consultant has been compensated a $350,000 fee payable by a promissory note of the same amount bearing 9% interest compounded monthly payable within 18 months of execution. Until the repayment in full of the promissory note, Consultant will receive $3,000 of each new franchise fee and a 3.5% gross royalty on treatments and products' services. After the payment of the note, a 3% royalty on all services, licenses and fees will be paid for an additional 10 years.
Item 5.01 Change of Control
On May 21, 2015 the Company issued 100,000,000 common shares to the Licensor pursuant to the conversion notice from the Licensor shareholders. The shares were issued under an exemption from registration and are restricted shares as the term defines. The issuance has caused a change in control. Mr. Jaswinder Singh now holds 50,000,000 shares of the Company’s common stock representing 39 % and, also on the same day, Mr. Tom Krutulis also converted into 50,000,000 common shares representing 39 % of the Company’s Common stock. Mr. Singh and Mr. Krutulis, the two shareholders have effectively become the controlling shareholders of the Company.
Item 8.01 Other Events
On May 21, 2015 the Company issued 100,000,000 common shares to the Licensor pursuant to the conversion notice from the Licensor shareholders. The shares were issued under an exemption from registration and are restricted shares as the term defines. The issuance has caused a change in control. Mr. Jaswinder Singh now holds 50,000,000 shares of the Company’s common stock representing 39% (after the subsequent conversion below) and, also on the same day, Mr. Tom Krutulis also converted into 50,000,000 common shares representing 39% (after the subsequent conversion below) of the Company’s Common stock. Mr. Singh and Mr. Krutulis, the two shareholders have effectively become the controlling shareholders of the Company.
On May 22, 2015 four other holders of Preferred Series A shares converted to common shares resulting in the issuance of a total of 24,830,000 common shares issued.
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