ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
In consideration for the foregoing Services:
? Equity Compensation. the Company will award the amount of Thirteen Million
(13,000,000) restricted common shares to
performance of the Services; and,
? Base Salary: the Company shall pay
amount of Four Thousand
"Salary") in cash, cheque, and/or wire within 5 days after receiving
Consultant's invoice. Consultant hereby acknowledges and agrees that the
Company may be unable to pay such Salary until it has completed adequate
financing or such that the operations of the Company allow the expenditure of
its capital resources to be directed to Salaries, when and until such time the
Company determines that it is able to pay the Consultant's Salary, such Salary
shall accrue on a monthly basis. The Consultant and the Company agree that from
time-to-time they may agree to convert any accrued Salary into shares of the
Company's common stock in order to satisfy such accrued amounts. The Company
and the Consultant agree the terms of any such conversion shall be negotiated
in good faith and shall adequately reflect the then current value of the
Consultant's contributions to the Company's success balanced against the then
capital structure and fair market value of the Company's common stock.
The foregoing description of the terms and conditions of the Consultant Agreement does not purport to be a complete description thereof and is qualified in its entirety by reference to the full text of the Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Shares of
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Exemption from Registration. The shares of common stock referenced herein were
issued in reliance upon an exemption from registration afforded under Section
4(2) of the Securities Act for transactions by an issuer not involving a public
offering, or Regulation D promulgated thereunder, or Regulation S for offers and
sales of securities outside
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Consulting Agreement 1
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