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Replies to post #32217 on Bitzio, Inc. (fka BTZO)
08/11/15 2:14 PM
08/13/15 3:02 PM
Bitzio, Inc. (“the Company”, “we”, “Bitzio”) was originally formed as Rocky Mountain Fudge Company, Inc. on January 4, 1990 as a Utah
corporation. On July 28, 1998, the Company converted from a Utah corporation to a Nevada corporation. Effective June 10, 2011, the
Company changed its name from Rocky Mountain Fudge Company, Inc. to Bitzio, Inc. Pursuant to this transaction, shares of the Company’s
common stock are now trading under the Company’s new trading symbol, BTZO.
On July 27, 2011, Bitzio, Inc. and Bitzio, LLC entered into a share exchange agreement wherein Bitzio, Inc. issued 5,000,000 shares of the
Company’s common stock in exchange for 100% of the members’ equity of Bitzio, LLC. Through this transaction Bitzio, LLC became a
wholly owned subsidiary of Bitzio, Inc. The Company discontinued the business operations of Bitzio LLC at the end of 2013.
On February 11 2014 the Company entered into a Memorandum of Understanding with Angie Daza d/b/a Cleo VII (the “MOU”). The MOU
provides that
On February 18, 2014 the Company executed a non-binding letter of intent to acquire ownership of Sahaja, LLC. Sahaja is currently engaged in
the design, production and sale of apparel. The Company also agreed to provide loans to Sahaja, LLC totaling up to $100,000 as mutually
agreed. As of March 31, 2015, $22,979 has been loaned to Sahaja but the acquisition had not yet been completed.
On March 24, 2014 the Company executed a non-binding letter of intent to acquire ownership of ZMJ Denim, Inc. ZMJ Denim, Inc is currently
engaged in the design, production and sale of apparel. The Company also agreed to provide loans to ZMJ Denim, Inc. totaling up to $100,000
as mutually agreed. As of March 31, 2015, the acquisition had not yet been completed. As of March 31, 2015, $3,000 has been loaned to ZMJ
Denim Inc., but the acquisition had not yet been completed.
On July 16, 2014 the Registrant entered into a Share Exchange Agreement with Hubert Blanchette, Paul Koros, Stella Koros, Michael John
Koros, Gordon McDougall and Laura Fewrtell. Hubert Blanchette was, on that date, a member of the Registrant’s board of directors. Gordon
McDougall was, on that date, a member of the Registrant’s board of directors and the Registrant’s Chief Executive Officer. Laura Fewtrell is
Mr. McDougall’s spouse.
The transactions contemplated by the Share Exchange Agreement were completed on July 17, 2014. On that date, Mr. Blanchette and the
Koros’s transferred to the Registrant all of the capital stock of Lexi Luu Design, Inc. and released Lexi Luu Design, Inc. from all accrued
liabilities owed to them- See Note 6. In exchange, the Registrant issued to them a total of 300,000,000 shares of its common stock. At the same
time, Ms. Fewtrell and entities affiliated with Ms. Fewtrell and Mr. McDougall released Lexi Luu Design, Inc. from all liabilities owed to
them, including liabilities for money loaned, and the Registrant issued to Ms. Fewtrell and to an affiliate of Mr. McDougall a total of
200,000,000 shares of its common stock. The Share Exchange Agreement provides that additional shares of common stock will be issued to all
parties if the annual revenue for any of the current or next two years exceeds the following threshholds: 2014 - $420,000; 2015 - $660,000;
2016 - $780,000. The Share Exchange Agreement also provides that additional shares will be issued to all parties if, during the 24 months
following the acquisition, the Registrant completes a sale of equity securities at a per share price of less than $.0014 for aggregate gross
proceeds of $420,000 or more.
On July 17, 2014, pursuant to the Share Exchange Agreement, the Company entered into an Employment Agreement with Hubert Blanchette.
The agreement provides that Mr. Blanchette will serve as Chief Executive Officer of Lexi Luu Design, Inc. for a term of five years. As
compensation for these services, the Company agreed to pay Mr. Blanchette a salary of $150,000 per year, except that for the period through
May 31, 2015 sixty percent of the salary will be satisfied by issuance of common stock at a per share value of $.0015. The Registrant agreed to
issue 50,000,000 common shares to Mr. Blanchette upon his execution of the agreement, which will vest quarterly over two years. The
agreement also provides that Lexi Luu Design, Inc. will pay Mr. Blanchette 5% of the contribution margin realized during the half year
preceding the acquisition. Lexi Luu is one the leading kids dance and gymnastic wear companies in the United States. Lexi Luu Specializes in
? The Company will organize a subsidiary, which has subsequently been organized in Nevada as Cleo VII, Inc., and which is owned
51% by the Company and 49% by Angie Daza. Angie Daza has contributed the product designs owned by Cleo VII to the subsidiary
and agreed to provide production financing for orders up to 2,500 units per month. The Company has committed to deposit $12,000
into the bank account of Cleo VII, Inc. to be used for production and to share equally with Angie Daza the obligation to provide
production financing for orders in excess of 2,500 units per month.
? Angie Daza will serve as President of Cleo VII, Inc., and will provide warehousing and fulfillment services at a location in Miami,
Florida. The Company will develop marketing campaigns for the Cleo brand and provide administrative services.
? The Company immediately issued to Angie Daza 50,000,000 shares of its common stock, which shall vest quarterly over a two-year
period. If Cleo-branded products achieve $1 million in annual gross revenue, the Company will issue to Angie Daza common shares
with a market value of $100,000. If Cleo-branded products achieve $2 million in annual gross revenue, the Company will issue to
Angie Daza additional common shares with a market value of $100,000.
unique, custom kids dance and gymnastic wear in playfun patterns, fun colors that can go from dancing to dining out. Their product line
includes yoga pants, shorts, tops, sets, ruffle buttoms, tutus amongst its major sellers. Lexi Luu manufactures its products in house at their
facility in Arizona and has national and international distribution.
