Nevada
|
5190
|
46-554081
|
(State or otherjurisdiction of Organization)
|
(Primary Standard Industrial Classification Code)
|
(NumberIRS Employer Identification Number)
|
·
|
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
·
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
·
|
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
|
·
|
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Report of Independent Registered Public Accounting Firm
|
F1
|
Balance Sheets
|
F2
|
Statements of Operations
|
F3
|
Statements of Cash Flows
|
F4
|
Statements of Stockholders' Equity/(Deficit)
|
F5
|
Notes to Financial Statements
|
F6
|
Deficit
|
||||||||||||||||||||
Common
|
Accumulated
|
|||||||||||||||||||
Common
|
Stock
|
Additional
|
During
|
|||||||||||||||||
Stock
|
Amount
|
Paid-in Capital
|
Development Stage
|
Total
|
||||||||||||||||
Stock issued for cash at May 31, 2013
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Net loss May 31, 2013
|
(502
|
)
|
(502
|
)
|
||||||||||||||||
Balance May 31, 2013
|
-
|
-
|
-
|
(502
|
)
|
(502
|
)
|
|||||||||||||
Common stock issued for cash on May
|
||||||||||||||||||||
16, 2014.4,000,000 shares at a par
|
||||||||||||||||||||
value of $0.0001 per share
|
200,000,000
|
20,000
|
62,232
|
-
|
82,232
|
|||||||||||||||
Net loss May 31, 2014
|
(2,000
|
)
|
(2,000
|
)
|
||||||||||||||||
Balance May 31, 2014
|
200,000,000
|
$
|
20,000
|
$
|
62,233
|
$
|
(2,502
|
)
|
$
|
79,730
|
||||||||||
Common stock issued for cash between
|
||||||||||||||||||||
between October 14 and 24, 2014 at
|
||||||||||||||||||||
$0.05 per share
|
58,750,000
|
5,875
|
(25,357
|
)
|
(19,482
|
)
|
||||||||||||||
Net loss May 31, 2015
|
(483,568
|
)
|
(483,568
|
)
|
||||||||||||||||
Balance May 31, 2015
|
258,750,000
|
$
|
25,875
|
$
|
36,876
|
$
|
(486,070
|
)
|
$
|
(423,320
|
)
|
|||||||||
On February 24, 2016, Common stock
|
||||||||||||||||||||
was issued for services rendered at
|
||||||||||||||||||||
par value of $0.0001 per share
|
42,500
|
4
|
-
|
-
|
4.00
|
|||||||||||||||
Net loss May 31, 2016
|
(163,171
|
)
|
(163,171
|
)
|
||||||||||||||||
Balance May 31, 2016
|
258,792,500
|
25,879
|
36,876
|
(649,241
|
)
|
(586,487
|
)
|
The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.
|
7. INCOME TAXES
|
May 31, 2016
|
May 31, 2015
|
|||||||
Federal income tax benefit attributed to:
|
||||||||
Net operating loss
|
649,241 | 486,070 | ||||||
Valuation allowance
|
(649,251 | ) | (486,070 | ) | ||||
Net benefit
|
- | - |
Name
|
Title
|
Year
|
Salary
|
Bonus
|
Stock awards
|
Option awards
|
Non-Equity
incentive plan
compensation
|
Non-qualified
deferred
c
ompensation
|
All other
compensation
|
Total
|
Taiwo Aimasiko
|
CEO
|
2015
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
SHAREHOLDERS
|
# OF SHARES
|
PERCENTAGE
|
|||||||
Taiwo Aimasiko
|
200,000,000 | 77.29 | % | ||||||
All directors and executive officers as a group [1 person]
|
200,000,000 | 77.29 | % |
YEAR END
|
||||||||
May 31, 2016
|
May 31, 2015
|
|||||||
Audit Fees
|
$
|
4,000
|
$
|
3,000
|
||||
Audit Related Fees
|
$
|
9,900
|
$
|
6,000
|
||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total
|
$
|
13,900
|
$
|
9,000
|
10.1
|
Supplier Agreement
|
10.2
|
Convertible Promissory Note dated June 14, 2016 issued to Black Forest Capital
|
10.3
|
Convertible Promissory Note dated June 1, 2016 issued to JSJ Investments Inc.
|
10.4
|
Convertible Promissory Note dated May 10, 2016 issued to Auctus Fund, LLC.
|
10.5
|
Convertible Promissory Note dated May 9, 2016 issued to Eagle Equities, LLC.
|
10.6
|
Convertible Promissory Note dated May 9, 2016 issued to Adar Bays, LLC.
|
10.7
|
Convertible Promissory Note dated April 19, 2016 issued to Crown Bridge Partners
|
10.8
|
Convertible Promissory Note dated February 16, 2016 issued to Crown Bridge Partners
|
31.1
|
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
|
32.2 |
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
23.1 |
Consent of Independent Registered Public Accounting Firm, George Stewart, CPA
|
a.
|
Customer's failure to follow Supplier's or the Disposable Baby Diaper manufacturer's environmental, installation, operation or maintenance specifications or instructions;
|
b.
|
Modifications, alterations or repairs made other than by Supplier or original
|
c.
|
Customer's mishandling, abuse, misuse, negligence, or improper storage, or operation of the Disposable Baby Diaper (including without limitation use of equipment that is not designed or suitable for use in conjunction with the Disposable Baby Diaper purchased from Supplier);
|
d.
|
Power failures, surges, fire, flood, accident, actions of third parties or other like
|
d.
|
Nevada Law; Exclusive Jurisdiction and Venue. This Agreement shall be governed in
|
e.
|
Notice. Any notice provided pursuant to this Agreement, if specified to be in
|
f.
|
Waiver. The wavier or failure of either Party to exercise any right in any respect
|
g.
|
Interpretations. All references to "Business Days" shall mean all days excluding
|
Principal Amount: $80,000.00
Purchase Price: $72,000.00
Original Issue Discount: $8,000.00
|
Issue Date: June 14, 2016
|
|
a.
|
Pre-Payment and Payment of Principal and Interest
. The Company may pay this Note in full, together with any and all accrued and unpaid interest, plus any applicable pre-payment premium set forth herein and subject to the terms of this Section 1.a, at any time on or prior to the date which occurs 180 days after the Issuance Date hereof (the "Prepayment Date"). In the event the Note is not prepaid in full on or before the Prepayment Date, it shall be deemed a "Pre-Payment Default" hereunder. Until the Ninetieth (90th) day after the Issuance Date the Company may pay the principal at a cash redemption premium of 135%, in addition to outstanding interest, without the Holder's consent; from the 91st day to the One Hundred and Twentieth (120th) day after the Issuance Date, the Company may pay the principal at a cash redemption premium of 140%, in addition to outstanding interest, without the Holder's consent; from the 121st day to the Prepayment Date, the Company may pay the principal at a cash redemption premium of 145%, in addition to outstanding interest, without the Holder's consent. After the Prepayment Date up to the Maturity Date this Note shall have a cash redemption premium of 150% of the then outstanding principal amount of the Note, plus accrued interest and Default Interest, if any, which may only be paid by the Company upon Holder's prior written consent. At any time on or after the Maturity Date, the Company may repay the then outstanding principal plus accrued interest and Default Interest (defined below), if any, to the Company
.
|
b.
|
Demand of Repayment.
The principal and interest balance of this Note shall be paid to the Holder hereof on demand by the Holder at any time on or after the Maturity Date. The Default Amount (defined herein), if applicable, shall be paid to Holder hereof on demand by the Holder at any time such Default Amount becomes due and payable to Holder.
|
c.
|
Interest.
This Note shall bear interest ("
Interest
") at the rate of Eight Percent (8%) per annum from the Issuance Date until the same is paid, or otherwise converted in accordance with Section 2 below, in full and the Holder, at the Holder's sole discretion, may include any accrued but unpaid Interest in the Conversion Amount. Interest shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall accrue daily and, after the Maturity Date, compound quarterly. Upon an Event of Default, as defined in Section 10 below, the Interest Rate shall increase to Eighteen Percent (18%) per annum for so long as the Event of Default is continuing ("
Default Interest
").
|
d.
|
General Payment Provisions
. This Note shall be paid in lawful money of the United States of America by check or wire transfer to such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment
|
i.
|
"
Conversion Amount
" means the sum of (a) the principal amount of this Note to be converted with respect to which this determination is being made, (b) Interest; and (c) Default Interest, if any, if so included at the Holder's sole discretion.
|
ii.
|
"
Conversion Price
" means a 48% discount to the lowest closing bid price during the previous twenty (20) trading days to the date of a Conversion Notice.
|
iii.
|
"
Person
" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.
|
iv.
|
"
Shares
" means the Shares of the Common Stock of the Company into which any balance on this Note may be converted upon submission of a "
Conversion Notice
" to the Company substantially in the form attached hereto as Exhibit 1.
|
i.
|
Holder's Conversion Requirements
. To convert this Note into shares of Common Stock on any date set forth in the Conversion Notice by the Holder (the "
Conversion Date
"), the Holder shall transmit by email, facsimile or otherwise deliver, for receipt on or prior to 11:59 p.m., Eastern Time, on such date or on the next business day, a copy of a fully executed notice of conversion in the form attached hereto as Exhibit 1 to the Company.
|
ii.
|
Company's Response
. Upon receipt by the Company of a copy of a Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, send, via email, facsimile or overnight courier, a confirmation of receipt of such Conversion Notice to such Holder indicating that the Company will process such Conversion Notice in accordance with the terms herein. Within two (2) Business Days after the date the Conversion Notice is delivered, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, it shall, within two (2) Business Days after the date the Conversion Notice was delivered, have surrendered to an overnight courier for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.
|
iii.
|
Record Holder
. The person or persons entitled to receive the shares of Common Stock issuable
upon a conversion of this Note shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on the Conversion Date.
|
iv.
|
Timely Response by Company
. Upon receipt by Company of a Conversion Notice, Company shall
respond within one business day to Holder confirming the details of the Conversion, and provide
within two business days the Shares requested in the Conversion Notice.
|
v.
|
Liquidated Damages for Delinquent Response.
If the Company fails to deliver for whatever reason
(including any neglect or failure by,
e.g.,
the Company, its counsel or the transfer agent) to Holder
the Shares as requested in a Conversion Notice within three (3) business days of the Conversion
Date, the Company shall be deemed in "
Default of Conversion
". Beginning on the fourth (4
th
)
business day after the date of the Convers ion Notice, after the Company is deemed in Default of
Conversion, there shall accrue liquidated damages (the "
Conversion Damages
") of Additional
Shares due to Holder equal to Twenty-Five percent (25%) of the number stated in the Conversion
Notice and for every five (5) Trading Days while a Default of Conversion is in effect and continuing
the Company shall continue to incur a Conversion Penalty in the amount of Twenty-Five percent
(25%) of the number of shares stated in the Conversion Notice issuable to Holder (the "
Additional
Shares
"), which may be applied to the Conversion at the Holder's election. The Additional Shares
shall be issued and the amount of the Note retired will not be reduced beyond that stated in the
Conversion Notice. If the Additional Shares owed the Holder cause the Shares requested by the
Conversion Notice to exceed Conversion Limitation 1 or Conversion Limitation 2, as applicable, the
Holder may opt instead to have the Conversion Amount reduced by the value, as calculated using
the Conversion Price, of the Additional Shares owing to Holder pursuant to this Section 2(e)(v). At
any time after a Default of Conversion the Holder may, at their sole discretion, rescind the Conversion The Parties agree that, at the time of drafting of this Note, the Holder's damages as to
the delinquent response are incapable or difficult to estimate and that the liquidated damages
called for is a reasonable forecast of just compensation.
|
vi.
|
Liquidated Damages for Inability to Issue Shares
. If the Company fails to deliver Shares requested
by a Conversion Notice due to an exhaustion of authorized and issuable common stock such that
the Company must increase the number of shares of authorized Common Stock before the Shares
requested may be issued to the Holder, the discount set forth in the Conversion Price will be
increased by 5 percentage points (i.e. from 40% to 45%) for the Conversion Notice in question and
all future Conversion Notices until the outstanding principal and interest of the Note is converted
or paid in full. These liquidated damages shall not render the penalties prescribed by Paragraph
2(e)(v) void, and shall be applied in conjunction with Paragraph 2(e)(v) unless otherwise agreed to
in writing by the Holder. The Parties agree that, at the time of drafting of this Note, the Holder's
damages as to the inability to issue shares are incapable or difficult to estimate and that the
liquidated damages called for is a reasonable forecast of just compensation.
|
vii.
|
Rescindment of Conversion Notice
. If: (i) the Company fails to respond to Holder within one
business day from the date of delivery of a Conversion Notice confirming the details of the
Conversion, (ii) the Company fails to provide the Shares requested in the Conversion Notice within
three business days from the date of the delivery of the Conversion Notice, (iii) the Holder is
unable to procure a legal opinion required to have the Shares issued unrestricted and/or deposited
to sell for any reason related to the Company's standing with the SEC or FINRA, or any action or
inaction by the Company, (iv) the Holder is unable to deposit the Shares requested in the
Conversion Notice for any reason related to the Company's standing with the SEC or FINRA, or any action or inaction by the Company, (v) if the Holder is informed that the Company does not
have the authorized and issuable Shares available to satisfy the Conversion, or (vi) if OTC Markets
changes the Company's designation to 'Limited Information' (Yield), 'No Information' (Stop Sign),
'Caveat Emptor' (Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark
Sign) on the day of or any day after the date of the Conversion Notice, the Holder maintains the
option and sole discretion to rescind the Conversion Notice ("Rescindment") by delivering a notice
of rescindment to the Company in the same manner that a Conversion Notice is required to be
delivered to the Company pursuant to the terms of this Note.
|
viii.
|
Transfer Agent Fees and Legal Fees
. The issuance of the certificates shall be without charge or
expense to the Holder. The Company shall pay any and all Transfer Agent fees, legal fees, and
advisory fees required for execution of this Note and processing of any Notice of Conversion,
including but not limited to the cost of obtaining a legal opinion with regard to the Conversion.
The Holder will deduct $2,000 from the principal payment of the Note solely to cover the cost of
obtaining any and all legal opinions required to obtain the Shares requested in any given
Conversion Notice. These fees do not make provision for or suffice to defray any legal fees
incurred in collection or enforcement of the Note as described in Paragraph 13.
|
ix.
|
Conversion Right Unconditional
. If the Holder shall provide a Notice of Conversion as provided
herein, the Company's obligations to deliver Common Stock shall be absolute and unconditional,
irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach by the Holder of
any obligation to the Company.
|
a.
|
Organization, Good Standing and Qualification
. The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.
|
b.
|
Authorization
. All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of this Agreement, valid and enforceable obligations. The shares of capital stock issuable upon conversion of the Note have been authorized or will be authorized prior to the issuance of such shares.
|
c.
|
Fiduciary Obligations.
The Company hereby represents that it intends to use the proceeds of the Note primarily for the operations of its business and not for any personal, family, or household purpose. The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the execution of this Agreement based upon a reasonable belief that the proceeds of the Note provided for herein is appropriate for the Company after reasonable inquiry concerning its financial objectives and financial situation.
|
d.
|
Data Request Form
. The Company hereby represents and warrants to Holder that all of the information furnished to Holder pursuant to the data request form ("DRF") dated May 26, 2016 is true and correct in all material respects as of the date hereof.
|
a.
|
So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock
|
b.
|
So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent redeem, repurchase, or otherwise acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares.
|
c.
|
So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent incur any liability for borrowed money, except (a) borrowings in existence as of this date and of which the Company has informed the Holder in writing before the date hereof or (b) indebtedness to trade creditors or financial institutions incurred in the ordinary course of business.
|
d.
|
So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof.
|
6.
|
Issuance of Common Stock Equivalents
. If the Company, at any time after the Issuance Date, shall issue any
securities convertible into or exchangeable for, directly or indirectly, Common Stock ("Convertible Securities "), other
than the Note, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities,
shall be issued or sold (collectively, the "Common Stock Equivalents") and the aggregate of the price per share for
which additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalent,
plus the consideration received by the Company for issuance of such Common Stock Equivalent divided by the number of shares of Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate Per
Common Share Price") shall be less than the applicable Conversion Price then in effect, or if, after any such issuance
of Common Stock Equivalents, the price per share for which additional Shares of Common Stock may be issuable
thereafter is amended or adjusted, and such price as so amended shall make the Aggregate Per Share Common
Price be less than the applicable Conversion Price in effect at the time of such amendment or adjustment, then the
applicable Conversion Price upon each such issuance or amendment shall be reduced to the lower of: (i) the
Conversion Price; or (ii) a twenty-five percent (25%) discount to the lowest Aggregate Per Common Share Price
(whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole
or in part) as of the earlier of (A) the date on which the Company shall enter into a firm contract for the issuance of
such Common Stock Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent. No adjustment
of the applicable Conversion Price shall be made under this Section 6 upon the issuance of any Convertible Security
which is outstanding on the day immediately preceding the Issuance Date.
|
7.
|
Reservation of Shares
. The Company shall at all times, so long as any principal amount of the Note is outstanding,
reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the Note, eight times the number of shares of Common Stock as shall at all times be
sufficient to effect the conversion of all of the principal amount, plus Interest and Default Interest, if any, of the Note
then outstanding ("Share Reserve"), unless the Holder stipulates otherwise in the "Irrevocable Letter of Instructions
to the Transfer Agent." So long as this Note is outstanding, upon written request of the Holder or via telephonic
communication, the Company's Transfer Agent shall furnish to the Holder the then-current number of common
shares issued and outstanding, the then-current number of common shares authorized, the then-current number of
unrestricted shares, and the then-current number of shares reserved for third parties.
|
8.
|
Voting Rights
. The Holder of this Note shall have no voting rights as a note holder, except as required by law,
however, upon the conversion of any portion of this Note into Common Stock, Holder shall have the same voting
rights as all other Common Stock holders with respect to such shares of Common Stock then owned by Holder.
|
9.
|
Reissuance of Note
. In the event of a conversion or redemption pursuant to this Note of less than all of the
Conversion Amount represented by this Note, the Company shall promptly cause to be issued and delivered to the
Holder, upon tender by the Holder of the Note converted or redeemed, a new note of like tenor representing the
remaining principal amount of this Note which has not been so converted or redeemed and which is in substantially the
same form as this Note, as set forth above.
|
10.
|
Default and Remedies.
a.
Event of Default
. For purposes of this Note, an "
Event of Default
" shall occur upon:
|
i.
|
the Company's default in the payment of the outstanding principal, Interest or Default Interest of
this Note when due, whether at Maturity, acceleration or otherwise;
|
ii.
|
the occurrence of a Default of Conversion as set forth in Section 2(e)(v);
|
iii.
|
the failure by the Company for ten (10) days after notice to it to comply with any material provision of this Note not included in this Section 10(a);
|
iv.
|
the Company's breach of any covenants, warranties, or representations made by the Company
herein;
|
v.
|
any of the information in the DRF is false or misleading in any material respect;
|
vi.
|
the default by the Company in any Other Agreement entered into by and between the Company
and Holder, for purposes hereof "Other Agreement" shall mean, collectively, all agreements and
instruments between, among or by: (1) the Company, and, or for the benefit of, (2) the Holder and
any affiliate of the Holder, including without limitation, promissory notes;
|
vii.
|
the cessation of operations of the Company or a material subsidiary;
|
viii.
|
the Company pursuant to or within the meaning of any Bankruptcy Law; (a) commences a
voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c)
consents to the appointment of a Custodian of it or for all or substantially all of its property; (d)
makes a general assignment for the benefit of its creditors; or (e) admits in writing that it is
generally unable to pay its debts as the same become due;
|
ix.
|
court of competent jurisdiction entering an order or decree under any Bankruptcy Law that: (a) is
for relief against the Company in an involuntary case; (b) appoints a Custodian of the Company or
for all or substantially all of its property; or (c) orders the liquidation of the Company or any
subsidiary, and the order or decree remains unstayed and in effect for thirty (30) days;
|
x.
|
the Company files a Form 15 with the SEC;
|
xi.
|
the Company's failure to timely file all reports required to be filed by it with the Securities and
Exchange Commission;
|
xii.
|
the Company's failure to timely file all reports required to be filed by it with OTC Markets to remain
a "Current Information" designated company;
|
xiii.
|
the Company sells securities after the Issuance Date that do not have a fixed conversion price;
|
xiv.
|
the Company's Common Stock is reported as "No Inside" by OTC Markets at any time while any
principal, Interest or Default Interest under the Note remains outstanding;
|
xv.
|
the Company's failure to maintain the required Share Reserve pursuant to the terms of the Irrevocable Letter of Instructions to the Transfer Agent;
|
xvi.
|
the Company directs its transfer agent not to transfer, or delays, impairs, or hinders its transfer agent in transferring or issuing (electronically or in certificated form) any certificate for Shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw and stop transfer instructions) on any certificate for any Shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor its obligations pursuant to a Conversion Notice submitted by the Holder) and any such failure shall continue uncured for three (3) Business Days after the Conversion Notice has been delivered to the Company by Holder;
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xvii.
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the Company's failure to remain current in its billing obligations with its transfer agent and such delinquency causes the transfer agent to refuse to issue Shares to Holder pursuant to a Conversion Notice;
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xviii.
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the Company effectuates a reverse split of its Common Stock and fails to provide twenty (20) days prior written notice to Holder of its intention to do so; or
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xix.
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OTC Markets changes the Company's designation to 'No Information' (Stop Sign), 'Caveat Emptor' (Skull and Crossbones), or 'OTC', 'Other OTC' or 'Grey Market' (Exclamation Mark Sign).
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xx.
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"Change of Control Transaction" means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or "group" (as described in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 40% of the voting securities of the Company, (b) the Company merges into or consolidates with any other Person, as that term is defined in the Securities Act of 1933, as amended, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 60% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 60% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Issuance Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound.
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xxi.
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Altering the conversion terms of any notes that are currently outstanding.
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11.
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Vote to Change the Terms of this Note
. This Note and any provision hereof may only be amended by an instrument in writing signed by the Company and the Holder.
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12.
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Lost or Stolen Note
. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Company in a form reasonably acceptable to the Company and, in the case of mutilation, upon surrender and cancellation of the Note, the Company shall execute and deliver a new Note of like tenor and date and in substantially the same form as this Note; provided, however, the Company shall not be obligated to re-issue a Note if the Holder contemporaneously requests the Company to convert such remaining principal amount, plus accrued Interest and Default Interest, if any, into Common Stock.
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13.
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Payment of Collection, Enforcement and Other Costs
. If: (i) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding; or (ii) an attorney is retained to represent the Holder of this Note in any bankruptcy, reorganization, receivership or other proceedings affecting creditors' rights and involving a claim under this Note, then the Company shall pay to the Holder all reasonable attorneys' fees, costs and expenses incurred in connection therewith, in addition to all other amounts due hereunder.
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14.
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Cancellation
. After all principal, accrued Interest and Default Interest, if any, at any time owed on this Note has been paid in full or otherwise converted in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.
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15.
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Waiver of Notice
. To the extent permitted by law, the Company hereby waives demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.
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16.
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Governing Law.
This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the laws of the State of Texas,
without giving effect to provisions thereof regarding conflict of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in Texas for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by sending, through certified mail or overnight courier, a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.
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17.
|
Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief
. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof).
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18.
|
Specific Shall Not Limit General; Construction
. No specific provision contained in this Note shall limit or modify any more general provision contained herein. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof.
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19.
|
Failure or Indulgence Not Waiver
. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude further exercise thereof or of any other right, power or privilege.
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20.
|
Partial Payment
. In the event of partial payment by the Holder, the principal sum due to the Holder shall be prorated based on the consideration actually paid by the Holder such that the Company is only required to repay the amount funded and the Company is not required to repay any unfunded portion of this Note, with the exception of any OID contemplated herein.
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21.
|
Entire Agreement
. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects herein. None of the terms of this Agreement can be waived or modified, except by an express agreement signed by all Parties hereto.
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22.
|
Additional Representations and Warranties
. The Company expressly acknowledges that the Holder, including but not limited to its officer, directors, employees, agents, and affiliates, have not made any representation or warranty to it outside the terms of this Agreement. The Company further acknowledges that there have been no representations or warranties about future financing or subsequent transactions between the parties.
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23.
|
Notices
. All notices and other communications given or made to the Company pursuant hereto shall be in writing (including facsimile or similar electronic transmissions) and shall be deemed effectively given: (i) upon personal delivery, (ii) when sent by electronic mail or facsimile, as deemed received by the close of business on the date sent, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or(iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery. All communications shall be sent either by email, or fax, or to the email address or facsimile number set forth on the signature page hereto. The physical address, email address, and phone number provided on the signature page hereto shall be considered valid pursuant to the above stipulations; should the Company's contact information change from that listed on the signature page, it is incumbent on the Company to inform the Holder.
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|
|
24.
|
Severability
. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the rest of the Agreement shall be enforceable in accordance with its terms.
|
25.
|
Usury
. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal, Interest or Default Interest on this Note.
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26.
|
Successors and Assigns
. This Agreement shall be binding upon all successors and assigns hereto.
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Principal Amount: US$77,750
|
Issue Date: May 10, 2016
|
|
BEMAX INC.
|
|
|
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By:
|
|
Title: CEO
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|
BEMAX INC.
|
|
|
|
By:
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|
Title: CEO
|
Principal Amount: $30,000.00
|
Issue Date: April 19, 2016
|
|
Principal Amount: $40,000.00
|
Issue Date: February 16, 2016
|