FAGI.008.NEW FILING OUT ABOUT THE TWO MERGERS.WOW.I LOVE THE TERMS OF AGREEMENTS.READ BOLD.FAGI GOT AN AWESOME DEAL.
Full Alliance Group Inc.
14100 McCormick Dr.
Tampa, Florida 33626
(800) 895 - 4415
Supplemental Information
Material Corporate Events
May 11, 2023
Entry into Material Definitive Agreements
Agreement and Plan of Merger
On April 24, 2023, Full Alliance Group, Inc., trading symbol “FAGI” ("the Company")
entered into an Agreement and Plan of Merger with Dynamaxx International, LTD., a
Texas company. According to the terms of the Agreement, Full Alliance Group acquired
all the outstanding shares of Dynamaxx International, LTD., in exchange for Eleven
million (11,000,000) Class E Preferred Shares, a three hundred thousand dollar
($300,000) promissory note with an accrued interest rate of 5% annually, due and
payable three years from the Effective Date of the Agreement and the current Chief
Executive Officer of Dynamaxx International, Jay Archer, will enter into an employment
agreement for a period of three years starting the later of May 1, 2023 or the Effective
Date with a base salary of $150,000 per annum plus bonus; bonus will be 23% of the
increase in EBITDA above $700,000 generated from the MAXX subsidiary. After the
exchange, Full Alliance Group owns one hundred (100%) percent of Dynamaxx
International’s common stock, and it becomes a wholly-owned subsidiary of Full
Alliance Group, (the “Agreement”).
DYNAMAXX, is a holding company operating in the direct selling channel with its main
operations in the United States and Canada, was founded in 2009 by Jay Archer, it has
expanded globally since that time with two leading products LIGHTS ON and LIGHTS
OFF.
LIGHTS ON is a daytime powdered drink to improve your focus, concentration, clarity,
and performance with smooth long-lasting energy.
LIGHTS OFF is a nighttime powdered drink that supports deep relaxation, followed by
restful, restorative sleep without waking up groggy or sluggish. LIGHTS OFF relaxes and
rejuvenates your body while you sleep, aiding in healthy weight loss.
DYNAMAXX is one of the first companies to address diet while you sleep. The increase
of stress and anxiety in our daily lives often leads to weight gain due to cortisol build up
which is intensified when you have a lack of sleep, that is why sleep is an essential part
of sustainable weight loss. These revolutionary products are changing the health and
weight loss arena.
In 2018 DYNAMAXX launched its sister company, GEMINI Network, and their flagship
patented technology products for humans and pets, designed to promote weight loss,
boost energy levels, and support overall wellness.
In addition to having a world class supplement product line, DYNAMAXX has a costeffective way for individuals to participate in the ever-growing GIG economy by offering
an aggressive compensation program to those that refer customers who purchase products
or customers who want to start their own business. Both companies offer training,
support to their distributors, and have a strong focus on helping people achieve financial
freedom through their business opportunities.
The Merger enables FAGI’s subsidiary Bio Lab, to provide customer service, business
development, support, and integrated manufacturing allowing for immediate growth of
DYNAMAXX, while strategically adding new distribution channels for Bio Lab’s wide
array of nutritional supplements.
Bio Lab Naturals, Inc., founded in 2000, through its FDA-registered wholly-owned
subsidiary Pure Solutions, Inc., was built on the simple principles of using the highest
quality ingredients, producing products with the greatest possible efficacy, and providing
its partners with unsurpassed customer service all at a fair price. From day one, the
Company has specialized in custom product development and FDA-compliant contract
manufacturing, with a passion for cutting-edge formulations and innovative product
selection. Now housed in a state-of-the-art 25,000 square foot facility in Tampa, Pure
Solutions remains committed to its founding principles and is ready to expand its
operations through joint ventures, partnerships, exclusive manufacturing and distribution
agreements and by adding diversity to its in-house product line.
Completion of Acquisition or Disposition of Assets
See disclosures under the heading “Entry into Material Definitive Agreements.”
Sales of Equity Securities
See disclosures under the heading “Entry into Material Definitive Agreements.”
Dated: May 11, 2023
FULL ALLIANCE GROUP INC.
/s/ William Heneghan III
William Heneghan III
Director
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