MITU Resources Inc. (Form: 8-K, Received: 02/12/2018 10:42:05)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2018

MITU RESOURCES INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55315	N/A
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

Gregorio Luperón #7

Puerto Plata, Dominican Republic

829-876-4960  

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Cll 62B 32c-60

Bogota, 11011, Colombia

+57 22 587 2251

(Former Address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Explanatory Note

This Current Report on Form 8-K is being filed to amend the Company’s Form 8-K/A that was filed with the SEC on February 8, 2018 (the “Original Filing”). The Original Filing was inadvertently filed as an amended Form 8-K as opposed to simply a Form 8-K, otherwise no other changes have been made to the Original Filing.

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Form 8-K

Current Report

FORWARD LOOKING STATEMENTS

The following discussion, in addition to the other information contained in this Current Report (“Report”), should be considered carefully in evaluating our prospects. This Report (including without limitation the following factors that may affect operating results) contains forward-looking statements regarding us and our business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Report. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

Forward-looking statements in this Report reflect the good faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed in this Report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Report.

As referred to hereinafter in this Report and unless otherwise indicated, the terms “we”, “us”, “our”, the “Company” refer to Mitu Resources Inc.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 7, 2018, we entered into and executed an Exclusive License and Distribution Agreement (“License Agreement”) with HeadWind Technologies Ltd. (“HeadWind”) whereby we were granted various Intellectual Property Rights related to owner, inventor, and creator of the “Wind Shark” a new type of self-starting, vertical axis wind turbine created to change the way low wind turbines are defined (the “Product”). Pursuant to the terms of the License Agreement, we acquired the rights to further develop, commercialize, market and distribute certain proprietary inventions and know-how related to the Products. In exchange there shall be licensee fee of four hundred thousand dollars ($400,000), paid in tranches as set forth in the Licensee Agreement, and continuing royalty (the "Royalty") equal to three percent (3%) of the gross sales price for sales of all Products.

The foregoing summary of the terms of the Exclusive License and Distribution Agreement, is qualified in its entirety by the complete copy of the Exclusive License and Distribution Agreement which is attached hereto as Exhibit 10.01 and is incorporated by reference herein.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Exclusive License and Distribution Agreement is incorporated by reference into this Item 2.01. We have included the information that would be required if the registrant were filing a general form for registration of securities on Form 10, including a complete description of the business and operations of the Company, such information can be found under Item 5.06 of this Current Report.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

On February 7, 2018, Simeon Leonardo Reyes Francisco acquired control of fifteen million (15,000,000) shares (the “Purchased Shares”) of the Company’s issued and outstanding common stock, representing approximately 50.00% of the Company’s total issued and outstanding common stock, from Juan Perez and Nelson Rincon in accordance with a stock purchase agreement by and among, on the one hand, Mr. Simeon Leonardo Reyes Francisco and, on the other hand, Mr. Perez and Mr. Rincon (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Mr. Simeon Leonardo Reyes Francisco paid an purchase price of fifteen thousand dollars ($15,000) to Mr. Perez and Mr. Rincon in exchange for the Purchased Shares.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Ms. Juan Perez resigned from all positions with the Company effective as of February 7, 2018, including President, Chief Executive Officer, and Sole-Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Ms. Nelson Rincon resigned from all positions with the Company effective as of February 7, 2018, including Treasurer and Secretary. The resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On February 7, 2018, Mr. Simeon Leonardo Reyes Francisco was appointed as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

The biography for Simeon Leonardo Reyes Francisco is set forth below:

Professional Appointments

 Galaxia Computers   Founder – 2001- Present Owner   Software and hardware distribution company

 Actual Inversiones Imperial Founder – Manager Investment – Financing Group Actual

 Member of ANGE   (Association of Business Entrepreneurs of the Dominican Republic)

 Punta Cana Group   Managing engineer – In charge of Pueblo Bavaro development 1996 -2001

Education

 Graduate of System Engineering & Civil Engineer Utesa – Santiago, Dominican Republic. 1994

 Graduate of Business Administration Pontificia Universidad Católica Madre & Maestra 2002

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

Upon entering into the Exclusive License and Distribution Agreement, we believe we are now able to fully exploit our intended business model. Item 2.01(f) of Form 8-K states that if the registrant was a “shell” company, such as the Company was immediately before Exclusive License and Distribution Agreement, then the registrant must disclose in a Current Report on Form 8-K the information that would be required if the registrant were filing a general form for registration of securities on Form 10.

Accordingly, this Report includes all of the information that would be included in a Form 10. Please note that unless indicated otherwise, the information provided below relates to us after the closing of the Exclusive License and Distribution Agreement. Information relating to periods prior to the date of the Exclusive License and Distribution Agreement only relate to the party specifically indicated. The following information is being provided with respect to the Company after giving effect to the Exclusive License and Distribution Agreement pursuant to the requirements of Item 2.01 of Form 8-K and Form 10.

FORM 10 DISCLOSURE

ITEM 1. BUSINESS

Our Corporate History and Background

MITU Resources Inc. was incorporated under the laws of the State of Nevada April 17, 2013. We were incorporated as an exploration stage mining company with one mineral claim (the MITU Gold claim) in the Republic of Colombia. Our goal was to generate revenues through the sale of gold found and extracted from this claim. We acquired the MITU Gold Claim from Alvarez Explorations Inc. ("Alvarez") located in the Republic of the Colombia on April 17, 2013 for the sum of $5,000. The only terms between the Company and Alvarez are the payment of the purchase price by the Company to Alvarez, and the transfer of the MITU Gold Claim from Alvarez to the Company. The MITU Gold Claim is our only mineral claim and only material asset. There are no operations underway, no facilities other than the principal executive offices and no employees other than the two executive officers.

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Following the Closing of the Exclusive License and Distribution Agreement, we believe we are now able to fully implement our intended business plan and plan of operations.

Our Business

Wind and Solar are two of the most prolific types of renewable energy available. However, most conventional solar systems are able to produce energy for about eight hours a day. When it is dark, the sun is low on the horizon, or even in daylight with cloud cover, energy production can be limited. Wind turbines are capable of producing energy when solar is not, during darkness and on cloudy days. Large wind turbines are costly, expensive to maintain and thus limited in deployment, but generally spin slowly so they are safe for birds and bats. Micro wind turbines are reasonably cost effective, in the $500 to $1500 range, but most don’t start producing power until wind speeds reach about 7 mph, and don’t hit peak power until over 30 mph. They generally quite noisy, so they are not desirable in residential areas, and they usually spin fast, so are not safe for birds and bats.

Introducing the WindShark: Faced with the limitations of existing windmills and inspired by sacred geometry and the operational dynamics of shark’s gills, WindShark was developed and wind tunnel tested. These efforts resulted in a novel vertical axis windmill design that met all of the required design criteria, and demonstrated that the technology could be scaled for various application and power generating scenarios.

WindShark is a proprietary vertical axis windmill with three curved helical blades that capture airflow from any wind direction. Each blade has scallops and slots that channel the airflow to energize both the front and back of the blade surfaces depending on its angle relative to the wind. This means that WindShark blades can produce energy when both moving into and away from the wind as they rotate around their central vertical axis. Another function of this design is that the lateral loads on the vertical axis are negligent, which should contribute to lower maintenance costs. Betz’s Law dictates the maximum energy that can be extracted from the wind, regardless of wind turbine design. Most utility scale units peak at about 75% of Betz’s limits. WindShark appears to come very close to these limits, though this is subject to further testing. The high efficiency of the WindShark design allows the turbine to start up at wind speeds below 2 mph and reach peak efficiencies between 6 to 10 mph.

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Less than a quarter of the United States has sustained winds adequate enough to make conventional small wind turbines economically viable. Due to its ability to harvest energy from lower speed winds, WindShark is able to deploy economically as much as three times more than that of conventional small wind turbines.

Due to WindSharks complex turbine blade shape, considerable effort has been invested to determine that it can be consistently manufactured. Initial prototypes have been 3-D printed and Roto-molded, with injection molding being considered for future production. Initial testing has commenced with a sourced 100 W generator, and will be further developed and tested with similar 200W, 500W, 1000W and 1500W generators in the near future. A proprietary generator is also in development as well as alternate materials and applications. This will include collapsing and stow-able field-deployable turbines, as well as turbines designed with the WindShark technology for deployment in moving-water scenarios.

THE MARKET

International

Internationally, the Product is a natural fit for developing countries such throughout South America, Africa, and a perfect component for the winning combination of wind plus solar.

California Cannabis Market.

We believe that there is a tremendous potential in California’s emerging cannabis market place for the WindShark. One of the major factors effecting gross margins in the cannabis marketplace is the cost of electricity to run a greenhouse or indoor grow facility. We believe there is huge potential to deploy the WindShark throughout California and other states where cannabis has become legal, offering substantial savings to the grower.

Recreational and “Off the Grid” Market .

We believe a significant market for the WindShark turbine exists in both the Recreation Market (inclusive of cabins, cottages, recreational vehicles and boats etc.) and for permanent homes and structures in remote areas where people are attempting to live without connecting to community services of any kind – if they even exist. Due to the ability of the WindShark turbine to produce consistent power at very low wind speeds compared to existing competing products, its relatively lightweight construction and the future ability to be collapsible for storage and transport, make it the ideal product for these uses.

Some 9 million RVs are on the road in the United States, the highest number ever according to the Recreational Vehicle Industry Association as at June 2016. In addition, more than 355,000 travel trailers, motorhomes, and folding camping trailers are being sold each year, or a record $15.4 billion worth.

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COMPETITION

We currently do not compete with wind turbine manufacturers, such as GE and Siemens, who sell large 100 foot to 300 foot wind turbine structures commonly utilized on new commercial wind farm applications. We will compete against small to medium wind turbine manufacturers, such as Bergey, Eocycle, Endurance and Kingspan, who manufacture wind turbines for residential and commercial markets. We believe that the Products will be delivered to the end consumer at a price-point that will allow us to be highly competitive.

Emerging Growth Company Status

We are an “emerging growth company” as defined under the Jumpstart our Business Startups Act (the “ JOBS Act ”). We expect to remain an “emerging growth company” for up to five years. As an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to:

 not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes- Oxley Act (we also will not be subject to the auditor attestation requirements of Section 404(b) as long as we are a “smaller reporting company”, which includes issuers that had a public float of less than $75 million as of the last business day of their most recently completed second fiscal quarter);

 reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

 exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

ITEM 1A. RISK FACTORS

You should carefully consider each of the risks and uncertainties described below and elsewhere in this Current Report on Form 8-K, as well as any amendments or updates reflected in subsequent filings with the SEC. We believe these risks and uncertainties, individually or in the aggregate, could cause our actual results to differ materially from expected and historical results and could materially and adversely affect our business operations, results of operations, financial condition and liquidity. Further, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our results and business operations.

Risks Associated with Our Business

The Company has no revenues to date .

The Company has generated no revenues to date. Most of management’s time, and the Company’s limited resources have been spent on R&D, and developing its business strategy. Most of the activity has been centered in the following areas; researching potential opportunities, contacting prospective partners, exploring marketing contacts, establishing operations, preparing a business plan, selecting professional advisors and consultants, and seeking capital for the Company.

The Company has a small financial and accounting organization. Being a public company may strain the Company's resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.

The Company is an early-stage company with no developed finance and accounting organization and the rigorous demands of being a public company require a structured and developed finance and accounting group. Once it becomes a public reporting company, the Company will become subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which may be prohibitive to the Company as it develops its business plan, services and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company's business, financial condition and results of operations.

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These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

The Company expects to incur additional expenses and may ultimately never be profitable.

The Company has only recently emerged from its status as a development-stage company, and it has limited operations to date. The Company will need to continue to generate revenue to achieve and maintain profitability. To become profitable, the Company must successfully develop and operate its product sales and marketing business. These processes involve many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues sufficient to cover operating expenses or become profitable.

No assurance of market acceptance.

Even if the Company successfully markets, sells and distributes Product, there can be no assurance that the market reception will be positive for the Company or its ventures. The widespread adoption and use of the Products will represent fundamental change in the energy industry. As with any new technology, there is a substantial risk that potential customers may not accept the potential benefits of the Product. Market acceptance of Product will depend, in large part, upon the ability of Company to demonstrate the performance advantages and cost-effectiveness of its products over competing products. There can be no assurance that Company will be able to market its technology successfully on a widespread basis or that any of Company’s current or future products or services will be accepted in the marketplace. Furthermore, Company intends to develop products and systems and sell them at a price assumed by Company sufficient to generate a profit. Even if Company’s products and services are accepted in the industry, the market for its products may not be able to support Company’s pricing structure.

Reliance on third party agreements and relationships is necessary for development of the Company's business.

The Company will need strong third party relationships and partnerships in order to develop and grow its business. The Company will be substantially dependent on these strategic partners and third party relationships to commercialize its business.

The proposed operations of the Company are speculative.

The success of the proposed business plan of the Company will depend to a great extent on the operations, financial condition and management of the Company. Although the Company has a business plan and intends to execute its overall business strategy, limited operations have been conducted to date and the proposed operations of the Company remain speculative.

Executive officers, directors and 5% shareholders of the Company will retain voting control after the offering, which will allow them to exert substantial influence over major corporate decisions.

The Company anticipates that its executive officers and directors (together with 5% shareholders) will, in the aggregate, beneficially own enough of its issued and outstanding capital stock following the completion of this offering, assuming the sale of all Shares hereby offered, to exert voting control. Accordingly, the present shareholders, by virtue of their percentage share ownership and certain procedures established by the certificate of incorporation and by-laws of the Company for the election of its directors, may effectively control the board of directors and the policies of the Company. As a result, these stockholders will retain substantial control over matters requiring approval by the Company’s stockholders, such as (without limitation) the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares.

Government regulation could negatively impact the business.

The Company’s business segments may be subject to various government regulations in the jurisdictions in which they operate. Due to the potential wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

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The Company's election not to opt out of JOBS Act extended accounting transition period may not make its financial statements easily comparable to other companies.

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company's financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

The recently enacted JOBS Act will also allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

- be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

- be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Act and certain disclosure requirements of the Dodd- Frank Act relating to compensation of its chief executive officer;

- be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934 and instead provide a reduced level of disclosure concerning executive compensation; and

- be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an emerging growth company, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an emerging growth company, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers that would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.

The Company may face significant competition from companies that serve its industries.

The Company’s business is highly competitive with respect to price, quality, assortment and presentation, and customer service. This competitive market creates the risk of adverse impact to the Company’s revenues due to the potential need to reduce prices, and thus reduce margins, in order to stay competitive. If the Company fails to timely and effectively respond to competitive pressures and changes in the markets, it could adversely affect the Company’s financial performance.

Furthermore, the Company competes with firms who may have greater financial, distribution, marketing and other resources than the Company and may be able to secure better arrangements with suppliers and employees and more successfully attract and retain customers. The Company may be vulnerable to the marketing power and degree of consumer recognition of these larger competitors. The Company is susceptible to the risk that its competitors could effectively venture into the Company’s areas of expertise, in which case, the Company may not be able to compete successfully, and competitive pressures may adversely affect its business, results of operations and financial condition.

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Pricing pressures may be significant in the Company’s industry.

Because the market that the Company intends to target is competitive and large in volume, customers routinely ask for lower pricing to make their products more competitive. This phenomenon can put pricing pressure on the Products and reduce profit margin over time.

The Company is subject to the potential factors of market and customer changes .

The business of the Company is susceptible to rapidly changing preferences of the marketplace and its customers. The needs of customers are subject to constant change. Although the Company intends to carry out its plan of developing and selling products and solutions to satisfy changing customer demands in the marketplace, there can be no assurance that funds for such expenditures will be available or that the Company's competition will not develop similar or superior capabilities or that the Company will be successful in its internal efforts.

The future success of the Company will depend in part on its ability to respond effectively to rapidly changing trends, industry standards and customer requirements.

The development of new technology is a significant risk. Even though the Company plans to invest in marketing and sales of leading technology products and services, new technology may come to market that makes the Company’s products obsolete and less attractive to customers.

General economic factors may adversely affect the Company’s financial performance.

Economic conditions beyond the Company’s control, such as increased unemployment levels, inflation, increases in fuel, other energy costs and interest rates, lack of available credit, erosion in consumer confidence and other factors affecting disposable consumer income may adversely affect the Company’s business. Many of those factors, as well as commodity rates, transportation costs, costs of labor, insurance and healthcare, foreign exchange rate fluctuations, lease costs, changes in other laws and regulations and other economic factors, also affect the Company’s cost of goods sold as well as its general and administrative expenses, which may adversely affect sales or profitability.

The Company does not maintain certain insurance, including errors and omissions and indemnification insurance.

The Company has limited capital and, therefore, does not currently have a policy of insurance against liabilities arising out of the negligence of its officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company, its officers and directors, or its business operations. Any such liability which might arise could be substantial and may exceed the assets of the Company. The certificate of incorporation and by-laws of the Company provide for indemnification of officers and directors to the fullest extent permitted under applicable law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

The Company may not be able to attract new customers or fuel its growth.

The Company hopes to grow its business by increasing sales and developing new products. There can be no assurance, however, that the Company will be able to successfully implement any of its growth strategies. To successfully achieve growth, the Company must continually evaluate the adequacy of its existing systems and find new uses for its unique turbine. There can be no assurance that the Company will adequately anticipate all of the changing demands that growth, should it occur, will impose on the Company’s systems, procedures, and structure. Any failure to adequately anticipate and respond to such changing demands is likely to have a material adverse effect on the Company.

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Risks Relating to Ownership of Our Securities

Our stock price may be volatile, which may result in losses to our shareholders.

The stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies listed on the OTC Markets quotation system in which shares of our common stock are listed, have been volatile in the past and have experienced sharp share price and trading volume changes. The trading price of our common stock is likely to be volatile and could fluctuate widely in response to many factors, including the following, some of which are beyond our control:

 variations in our operating results;

 changes in expectations of our future financial performance, including financial estimates by securities analysts and investors;

 changes in operating and stock price performance of other companies in our industry;

 additions or departures of key personnel; and

 future sales of our common stock.

Domestic and international stock markets often experience significant price and volume fluctuations. These fluctuations, as well as general economic and political conditions unrelated to our performance, may adversely affect the price of our common stock.

Our common shares may become thinly traded and you may be unable to sell at or near ask prices, or at all.

We cannot predict the extent to which an active public market for trading our common stock will be sustained. Although the trading price of our common shares increased significantly recently, it has historically been sporadically or “thinly-traded” meaning that the number of persons interested in purchasing our common shares at or near bid prices at certain given time may be relatively small or non-existent.

This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who generate or influence sales volume. Even if we came to the attention of such persons, those persons tend to be risk-averse and may be reluctant to follow, purchase, or recommend the purchase of shares of an unproven company such as ours until such time as we become more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common stock will develop or be sustained, or that current trading levels will be sustained.

The market price for our common stock is particularly volatile given our status as a relatively small company, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your purchase price if at all, which may result in substantial losses to you.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

We do not anticipate paying any cash dividends to our common shareholders.

We presently do not anticipate that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings after paying the interest for the preferred stock, if any, to implement our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

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Volatility in our common share price may subject us to securities litigation.

The market for our common stock is characterized by significant price volatility as compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contains a specific provision that eliminates the liability of our directors and officers for monetary damages to our company and shareholders. Further, we are prepared to give such indemnification to our directors and officers to the extent provided for by Nevada law. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

Our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance.

Because our common stock is publicly traded, we are subject to certain rules and regulations of federal, state and financial market exchange entities charged with the protection of investors and the oversight of companies whose securities are publicly traded. These entities, including the Public Company Accounting Oversight Board, the SEC and FINRA, have issued requirements and regulations and continue to develop additional regulations and requirements in response to corporate scandals and laws enacted by Congress, most notably the Sarbanes-Oxley Act of 2002. Our efforts to comply with these regulations have resulted in, and are likely to continue resulting in, increased general and administrative expenses and diversion of management time and attention from revenue-generating activities to compliance activities. Because new and modified laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

ITEM 2. FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our audited annual financial statements and the related notes thereto for the year ended March 31, 2017. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See “Risk Factors”. Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

We have a limited operating history and have not yet generated or realized any revenues from our activities. To implement our business plan and to stay in business, we must raise additional cash – particularly over the next 12 months. If we cannot raise additional funds we will not have sufficient funds to satisfy our cash requirements and would have to go out of business.

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Liquidity and Capital Resources

Since inception to the present, we have raised capital through private placements of common stock aggregating $30,000 with our only two shareholders and officers. As at March 31, 2017, we had $1,015 in cash.

Our capital commitments for the coming 12 months consist of administrative expenses together with expenses associated with the completion of our planned exploration program. Including this exploration work, we estimate that we will have to incur the following expenses during the next 12 months:

Expenses		Amount	Description
Accounting	$	4,650	Fees to the independent accountant for preparing the quarterly and annual financial statements.
Legal		10,000	Legal fees in connection with miscellaneous matters.
Audit		10,000	Review of the quarterly financial statements and audit of the annual financial statements
Exploration		6,712	for Phase I
Filing Fees		475	Annual fee to the Secretary of State for Nevada
Office		1,000	Photocopying, delivery and fax expenses
Transfer agent’s fees		1,500	Annual fee of $500 and estimated miscellaneous charges of $1,000

Estimated Expenses	$	34,337

In the future, the Company may be forced to rely upon cash advances from its officers to meet current and future liabilities.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We will not buy any equipment unless we locate a body of ore and determine that it is economical to extract the ore from the land. We may attempt to interest other companies to undertake exploration work on the MITU Gold Claim through joint venture arrangement or even the sale of part of the MITU Gold Claim. Neither of these avenues has been pursued as of the date of this prospectus. Our geologist has recommended an exploration program for the MITU Gold Claim. However, even if the results of this work suggest further exploration work is warranted, we do not presently have the requisite funds and so will be unable to complete anything beyond the exploration work on Phase I recommended in the Report until we raise more money or find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will be unable to complete any work beyond the exploration program recommended by our geologist. If we are unable to finance additional exploration activities, we do not know what we will do and we do not have any plans to do anything else. We do not intend to hire any employees at this time. All of the work on the MITU Gold Claim will be conducted by our two officers. They will be responsible for supervision, surveying, exploration, and excavation and will be capable of evaluating the information derived from the exploration and excavation including advising MITU on the economic feasibility of removing any mineralized material we may discover. Of all the possibilities of financing to meet current and future liabilities, the most likely is cash advances from our officers. However, we have no agreements with our officers for them to make such advances, and they have no obligation to do so.

The Company will require additional financing to continue with its operations, as its current cash balance is less than one month of average cash burn for the Company’s operations.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage company and have not generated any revenues from our exploration activities. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must invest in the exploration of our property before we start production of any minerals we may find. We must obtain equity or debt financing to provide the capital required to fully implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholder.

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Results of Operations

During the year ended March 31, 2017, we incurred a net loss of $48,501 comprised of $32,180 of professional fees related to our accounting, audit, and legal fees incurred as part of our SEC filing requirements, and $16,321 of transfer agent fees and other expenses. During the year ended March 31, 2016, we incurred a net loss of $40,953 which included $25,200 of professional fees related to our accounting, audit, and legal fees, $10,753 of transfer agent fees and other expenses, and $5,000 for the impairment on the MITU gold claim. The overall increase in net loss for fiscal 2017 was due to increased costs of professional fees incurred for legal and audit fees.

For the years ended March 31, 2017 and 2016, we incurred a loss per share of $nil.

Our Planned Exploration Program

We must conduct exploration to determine what, if any, amounts of minerals exist on the MITU Gold Claim and if such minerals can be economically extracted and profitably processed.

Our planned exploration program is designed to explore and evaluate our property efficiently.

Our anticipated exploration costs for Phase I work on the MITU Gold Claim are approximately $6,712. This figure represents the anticipated cost to us of completing only Phase I work recommended by the Report. However, should the results of this work be sufficiently encouraging to justify our undertaking Phase II work recommended in the Report at an estimated cost of $13,000, we will have to raise additional investment capital. Regardless, we will have to raise additional funds within the next 12 months in order to satisfy our ongoing cash requirements and finance anything beyond Phase I work on the MITU Gold Claim.

Balance Sheets

As at March 31, 2017, we had cash and total assets of $1,015 compared to cash and total assets of $5,842 as at March 31, 2016. The decrease in cash and total assets was attributed to the use of cash for operating activities that was greater than the amount of financing received from management during the year.

We had liabilities of $105,180 at March 31, 2017 compared to $61,506 at March 31, 2016. The increase in liabilities is due to an additional $45,000 of debt owing to the President and Director of the Company for financing of our day-to-day operations. The amount owing is unsecured, non-interest bearing, and due on demand. The increase is offset by a decrease of $1,326 in accounts payable and accrued liabilities as we repaid outstanding obligations as they became due.

During the years ended March 31, 2017 and 2016, we did not have any capital transactions.

Cash Flows

Cash Flows from Operating Activities

During the year ended March 31, 2017, we used $49,827 of cash in operating activities compared to $40,342 during the year ended March 31, 2016. The increase in the use of cash for operating activities was attributed to an increase in overall operating activities during the year.

Cash Flows from Investing Activities

During the years ended March 31, 2017 and 2016, the Company has not had any investing activities.

Cash Flows from Financing Activities

During the year ended March 31, 2017, we received $45,000 from our President and Director for funding of our day-to-day operations compared to $40,000 during the year ended March 31, 2016. The amounts owing are unsecured, non-interest bearing, and due on demand.

Trends

We are in the exploration stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in “Risk Factors”.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, are currently present that raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Our intended exploration activities depend upon our ability to obtain financing in the form of debt and equity and ultimately to generate future profitable exploration activity or income from its investments. As of the date hereof we have not generated revenues, and have experienced negative cash flow from minimal exploration activities. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.

ITEM 3. PROPERTIES

We lease our principal executive offices at Gregorio Luperón #7, Puerto Plata, Dominican Republic. We believe our current premises are adequate for our current limited operations and we do not anticipate that we will require any additional premises in the foreseeable future. We anticipate that we will continue to utilize these premises so long as the space requirements of our company do not require a larger facility. We do not own any real property.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 7, 2018, the total number of shares owned beneficially by each of our directors, named executive officers, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership ^{(1) (2)}

Percentage

of Class% ^{(1) (2)}

Simeon Leonardo Reyes Francisco

Gregorio Luperón #7, Puerto Plata, Dominican Republic

15,000,000

50.0%

Directors and Executive Officers as a Group ⁽¹⁾

15,000,000

50.00%

⁽¹⁾ Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 1, 2018. As of February 7, 2018, there were 30,000,000 shares of our company’s common stock issued and outstanding.

⁽²⁾ As of February 7, 2018, Mr. Perez and Mr. Rincon the former officers and director sold their shares to Mr. Simeon Leonardo Reyes Francisco and concurrently resigned from all positions with the Company.

Changes in Control

We do not currently have any arrangements which if consummated may result in a change of control of our company.

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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Identification of Executive Officers and Directors of the Company

The following individuals serve as the directors and executive officers of our company as of the date of this Annual Report. All directors of our company hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

Name

Age

Position Held with the Company

Simeon Leonardo Reyes Francisco

Chief Executive Officer, President, Chief Financial Officer, Secretary and Director

Business Experience

The following is a brief account of the education and business experience during at least the past five years of our director and executive officer, indicating his principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Involvement in Certain Legal Proceedings

During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:

(1) A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

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(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

We have not yet adopted a Code of Business Conduct and Ethics. Once we do, we will file a copy of it as an exhibit to a Current Report on Form 8-K.

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our audit committee consists of our entire board of directors.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, at the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of our audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors, who act as our audit committee in fulfilling that function, are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

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ITEM 6. EXECUTIVE COMPENSATION

We have no standard arrangement to compensate our director or officers for their services in their respective capacity as directors or officers. The director and officers are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred. Currently, the director and officers receive and have received no funds or other cash considerations. There are no financial agreements with our executive officers at this time although we will reimburse them for reasonable expenses incurred during their performance. We will not pay compensation for attendance at meetings. The table below summarizes compensation:

Summary Compensation Table

Name and

Principal

Position

(a)

Fiscal

Year

(b)

Salary

($)

(c)

Bonus

($)

(d)

Stock

Awards

($)

(e)

Options

Awards

(Number)

(f)

Non-Equity

Incentive Plan

Compensation

($)

(g)

All Other

Compensation

(h)

Total

($)
(j)

Mr.

2018

Mr. Simeon Leonardo Reyes Francisco, President, CEO, CFO, Secretary and Director

2018

Juan Perez,

President and

Director (2)

2015

2016

2017

Nelson Rincon ,

Secretary and

Treasurer (2)

2015

2016

2017

(1) As of February 7, 2018, Mr. Simeon Leonardo Reyes Francisco was appointed as the sole officer and director of the Company.

(2) As of February 7, 2018, Mr. Perez and Mr. Rincon the former officers and director sold their shares to Mr. Simeon Leonardo Reyes Francisco and concurrently resigned from all positions with the Company.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving on the board of directors.

We have determined that none of our directors are independent directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934 , as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Stock Option Plans

During our fiscal year ended March 31, 2017, we did not institute any stock option plans.

Stock Options/SAR Grants

During our fiscal year ended March 31, 2017, there were no options granted to our named officers or directors.

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Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended March 31, 2017.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Indemnification

Under our Bylaws, we may indemnify our officers or directors who are made a party to any proceeding, including a lawsuit, because of their position, if they acted in good faith and in a manner, they reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that our officers or directors are successful on the merits in a proceeding as to which they are to be indemnified, we must indemnify them against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officers or directors are judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the SEC, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

Other than as disclosed below, none of the following parties has, since incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

	(i)	any of our directors or officers;

	(ii)	any person proposed as a nominee for election as a director;

	(iii)	any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

	(iv)	any of our promoters; and

	(v)	any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

Director Independence

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of the Company’s Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Director” means a person other than an Executive Officer or employee or any other individual having a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

According to the NASDAQ definition, we have no independent directors.

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Review, Approval or Ratification of Transactions with Related Persons

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which directors, officers or any affiliates, or any registered or beneficial shareholders, of the Company is an adverse party or has a material interest adverse to the interests of the Company.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price and Dividends

Our common stock is currently quoted on the OTC Bulletin Board, under the symbol “MTUU.” Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

To date, very little trading has occurred in our stock. We have never declared or paid any cash dividends on our common stock nor do we intend to do so in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, any applicable contractual restrictions and such other factors as our board of directors deems relevant.

Re-Purchase of Equity Securities

None.

Securities Authorized for Issuance under Equity Compensation Plan

None.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 11. DESCRIPTION OF THE REGISTRANT’S SECURITIES

Common Stock

Our Articles of Incorporation authorize us to issue 70,000,000 shares of common stock, par value $0.001. As of the date of this Current Report 30,000,000 shares of our common stock were issued and outstanding and we have zero shares of our common stock reserved for options, warrants and other commitments.

Preferred Stock

Our Articles of Incorporation authorize us to issue no shares of preferred stock.

Voting Rights

Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, all rights to vote and all voting power shall be vested in the holders of common stock. Each share of common stock shall entitle the holder thereof to one vote.

No Cumulative Voting

Except as may be provided by the resolutions of the Board of Directors authorizing the issuance of common stock, cumulative voting by any shareholder is expressly denied.

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Rights upon Liquidation, Dissolution or Winding-Up of the Company

Upon any liquidation, dissolution or winding-up of the corporation, whether voluntary or involuntary, the remaining net assets of the Company shall be distributed pro rata to the holders of the common stock.

We refer you to our Articles of Incorporation, any amendments thereto, Bylaws, and the applicable provisions of the Nevada Revised Statutes for a more complete description of the rights and liabilities of holders of our securities.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articles of Incorporation provide that no director or officer of our company will be personally liable to our company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the unlawful payment of dividends. In addition, our bylaws permit for the indemnification and insurance provisions in Chapter 78 of the NRS.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling our company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

Further, in the normal course of business, we may have in our contracts indemnification clauses, written as either mutual where each party will indemnify, defend, and hold each other harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties; or single where we have agreed to hold certain parties harmless against losses etc.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 13.

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ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

The information provided below in Item 9.01 of this Current Report on Form 8-K is incorporated by reference into this Item 15.

END OF FORM 10 DISCLOSURE

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit
Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed with the SEC on June 18, 2014, on Form S-1.
3.03	Bylaws	Filed with the SEC on June 18, 2014, on Form S-1.
10.01	License and Distribution Agreement between the Company and headwind Technologies Ltd.	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Mitu Resources Inc.

Dated: February 9, 2018 /s/ Simeon Leonardo Reyes Francisco

Mr. Simeon Leonardo Reyes Francisco

President and Chief Executive Officer,

Page 21 of 21

EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT

THIS EXCLUSIVE LICENSE AND DISTRIBUTION AGREEMENT (this “Agreement”), effective as of February ___, 2018, (the “Effective Date”), by and between Mitu Resources Inc., a corporation organized and existing under the laws of the State of Nevada (“Licensee”), and the HeadWind Technologies Ltd., a company formed under the laws of Canada (“Supplier”) (each of Licensee and Supplier, are hereinafter referred to as a “Party” or collectively the “Parties”).

WITNESSETH:

WHEREAS , Supplier is the owner, inventor, and creator of the “Wind Shark” a new type of self-starting, vertical axis wind turbine created to change the way low wind turbines are defined (the “Product”).

WHEREAS , Licensee is currently in the mining business, however Licensee has been seeking acquisitions partners to change the general direction of the corporations ongoing operations. Accordingly, Licensee and Supplier desire that Licensee become the exclusive world-wide (excluding Canada) distributor of the Product (hereinafter the “Territory” shall refer to the World, excluding the nation of Canada). The Parties agree that there maybe be carve outs of Suppliers’s existing relationships delineated in the definitive agreement.

WHEREAS , this Agreement sets forth the business relationship between the Parties that provides for Licensee to serve as the Exclusive Licensee and Distributor, throughout the Territory, for the Product (the “Business Relationship”), the terms and conditions of the Business Relationship are set forth herein; and,

NOW, THEREFORE , in consideration of the foregoing premises and the mutual promises and covenants of the Parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I

Definitions

Unless specifically set forth to the contrary herein, the following terms shall have the respective meanings set forth below:

1.1 “AAA Rules” shall have the meaning set forth in Section 9.6.2.

1.2 “Affiliate” shall mean, with respect to Licensee, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Licensee. For purposes of this definition, “control” and, with correlative meanings, the terms “controlled by” and “under common control with,” shall mean (a) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, by application of applicable law, or otherwise, or (b) the ownership, directly or indirectly, of at least fifty percent (50%) of the voting securities or other ownership interest of a Person (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity); provided that, if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

1.3 “Agreement” shall have the meaning set forth in the preamble hereto.

1.4 “Applicable Law” shall mean all laws, rules, and regulations applicable to the Exploitation of the Products, including any such rules, regulations, guidelines, guidance, or other requirements of the Regulatory Authorities, that may be in effect from time to time in the Territory.

1.5 “Business Day” shall mean any day other than a Saturday, Sunday, any public holiday and any bank holiday in the United States.

1.6 “Confidential Information” shall have the meaning set forth in Section 4.3.1.

1.7 “Cure Period” shall have the meaning set forth in Section 8.3.

1.8 “Customer Orders” shall have the meaning set forth in Section 2.4.1.

1.9 “Dispute” shall have the meaning set forth in Section 9.6.1.

1.10 “Effective Date” shall mean the date of this Agreement as set forth in the preamble hereto.

1.11 “Licensee” shall have the meaning set forth in the preamble hereto.

1.12 “Expert” shall have the meaning set forth in Section 3.6.1.

1.13 “Exploitation” shall mean the making, having made, importation, use, sale, offering for sale or disposition of a product or process, including the research, development, registration, modification, enhancement, improvement, Manufacture, storage, formulation, optimization, import, export, transport, distribution, promotion or marketing of a product or process.

1.14 “Indemnification Claim Notice” shall have the meaning set forth in Section 6.3.1.

1.15 “Indemnified Party” shall have the meaning set forth in Section 6.3.1.

1.16 “Inquiries” shall have the meaning set forth in Section 3.1.1.

1.17 “Losses” shall have the meaning set forth in Section 6.1.

1.18 “Person” shall mean an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government (whether or not having a separate legal personality).

1.19 “Product” shall mean the “Wind Shark” self-starting vertical axis wind turbine.

1.20 “Purchase Orders” shall have the meaning set forth in Section 3.1.3.

1.21 “Regulatory Approval” shall mean any and all approvals (including pricing and reimbursement approvals), governmental licenses, registrations or authorizations of any Regulatory Authority, necessary for the Exploitation of the Products, as the case may be, in a country in the Territory, including any (a) approval of any Product (including any marketing authorizations and supplements and amendments thereto); (b) pre- and post-approval marketing authorizations (including any prerequisite Manufacturing approval or authorization related thereto); (c) labeling approval; and (d) technical, medical and scientific licenses.

1.22 “Regulatory Authority” shall mean any applicable supra-national, national, regional, state, provincial or local regulatory agencies, departments, bureaus, commissions, councils or other government entities regulating or otherwise exercising authority with respect to the Exploitation of the Products in the Territory.

1.23 “Reply” shall have the meaning set forth in Section 3.1.2.

1.24 “Supplier” shall have the meaning set forth in the preamble hereto.

1.25 “Term” shall have the meaning set forth in Section 8.1.

1.26 “Territory” shall mean the entire world, excluding the Country of Canada.

1.27 “Third Party” shall mean any Person other than Licensee, Supplier and their respective Affiliates.

1.28 “Third Party Claim” shall have the meaning set forth in Section 6.3.2.

1.29 “Unit” shall mean a package containing the Product.

ARTICLE II

Appointment and Grant

2.1 Exclusive Distributor . Supplier hereby appoints Licensee, for the duration of the Term, to distribute, offer for sale and sell the Products in the Territory on an exclusive basis (even with regard to Supplier and its Affiliates), and Licensee hereby accepts such appointment. Supplier acknowledges and agrees that during the Term it shall not, and it shall cause its Affiliates not to, market, promote, distribute, offer for sale or sell any Product in the Territory or to any Person (other than Licensee or its Affiliates) outside the Territory that is reasonably likely, directly or indirectly, to market, promote, distribute, offer for sale or sell any Product in the Territory or assist another Person to do so, or has directly or indirectly marketed, promoted, distributed, offered for sale or sold the Product in the Territory or assisted another Person to do so.

2.2 Sub-distributors . Supplier acknowledges and agrees that Licensee shall have the right to appoint sub-distributors (which may be Affiliates of Licensee), as determined from time to time in Licensee’s sole discretion, to distribute, offer for sale and sell the Products in the Territory.

2.3 Product Orders . Licensee promptly shall forward to Supplier all orders for the Products within the Territory, whether oral or written, that Licensee or its Affiliates receive from any customer (“Customer Orders”). Supplier shall use commercially reasonable efforts to satisfy all Customer Orders received from Licensee.

2.4 Terms of Sale . Supplier acknowledges and agrees that Licensee, in its sole discretion, shall determine the price and other terms and conditions of sale on which it shall distribute, offer for sale and sell the Products to Customers (including sales pursuant to Customer Orders). All sales of Products by Supplier shall be in its own name and for its own account.

2.5 Compliance with Law . Licensee shall store and handle all Products sold to it by Supplier hereunder in accordance with the labeling therefor and in material compliance with all Applicable Law. Licensee shall sell and distribute the Products in material compliance with all Applicable Law. Licensee shall maintain complete and accurate records of its distribution and sale of the Products in accordance with Applicable Law to enable appropriate procedures to be implemented in the event that a recall or market withdrawal of any Product is required or appropriate.

ARTICLE III

Product Supply

3.1 License Fee; Liquidated Damages .

3.1.1 License Fee. Licensee shall pay a Supplier a license fee in the aggregate amount of four hundred thousand dollars ($400,000) USD (the “License Fee”), with such License Fee being paid as follows:

(i) within 14 days from the closing Licensee shall remit to Supplier the initial payment of the License Fee, in the amount of one hundred thousand dollars ($100,000), to be paid in good and lawful funds at the direction of Supplier; and,

(ii) within 30 days from the closing, Licensee shall remit to Supplier a further payment toward the License Fee, in the amount of two hundred thousand dollars ($200,000), to be paid in good and lawful funds at the direction of Supplier; and,

(iii) within 45 days from the closing Licensee shall remit to Supplier the balance of the License Fee, in the amount of one hundred thousand dollars ($100,000), to be paid in good and lawful funds at the direction of Supplier.

3.1.2 Should Licensee fail to make either payment in accordance with the above schedule, Supplier shall be entitled to terminate this Agreement within fourteen (14) business days of the date payment should have been received, thereafter any funds so remitted to Supplier shall be retained by Supplier as liquidated damages, and Licensee shall have no right to any refund of any kind.

3.2 Royalty Payment . As consideration for the grant of the License pursuant to Section 3.1, Licensee shall pay Licensor a royalty (the "Royalty") equal to three percent (3%) of the gross sales price for sales by Licensee of all Products. The Royalty shall be calculated on an accrual (rather than a cash) basis. The Royalty shall be payable quarterly on the 15th day of each of January, April, July and October (as to sales accrued during the preceding calendar quarter) during the Term.

3.3 Licensing and Distributor Pricing Structure. Supplier will sell the Product to Licensee at a price, which shall be calculated by Supplier’s actual cost of production plus a twenty percent (20%) mark-up (the “Distributor Price”). The Distributor Price shall apply to any such product or products supplied to Licensee by Supplier. The Parties shall jointly discuss and approve the Distributor Price, which shall be modified only by the approval of both Parties.

3.4 Purchase Orders .

3.4.1 During the Term, Licensee may submit to Supplier written inquiries (“Inquiries”) with respect to orders of Products, each of which shall specify (a) the quantity of each Product to be ordered by Licensee; (b) the required delivery date therefor; and, (c) the place of delivery.

3.4.2 Supplier shall, within five (5) days after Supplier receives each Inquiry submitted in accordance with Section 3.4.1, inform Licensee in writing (a) whether it is willing to supply such Products on such terms and conditions, and (b) if so, the purchase price payable by Licensee pursuant to Section 3.5 (a “Reply”).

3.4.3 Within thirty (30) days after receipt of a Reply from Supplier, Licensee may submit to Supplier a written purchase order (“Purchase Order”) for Products, which shall contain the items of information listed in Section 3.4.1. In the event that the Purchase Order is consistent with the applicable Inquiry and Reply, then Supplier shall accept such Purchase Order in writing within five (5) days after receipt thereof.

3.4.4 Licensee shall be obligated to purchase, and Supplier shall be obligated to sell and deliver by the delivery date set forth therein, such quantity of each Product as is set forth in each such Purchase Order. In the event that the terms of any Purchase Order are inconsistent with the terms of this Agreement, the terms of this Agreement shall control.

3.5 Delivery . Supplier shall deliver the quantities of Products set forth in each Purchase Order at the place specified in such Purchase Order, not later than the required delivery date specified therein. Title to and risk of loss of all Products shall pass to Licensee at the time of delivery. All Products shall be packed for shipping in accordance with Applicable Law and packing instructions provided by Licensee. All Product delivered hereunder shall be accompanied by a Certificate of Analysis.

3.6 Invoicing . Supplier shall promptly invoice Licensee for all quantities of Products delivered in accordance herewith. Subject to Section 3.8, payment with respect to each shipment of Product delivered shall be fifty percent (50%) of the purchase price due upon acceptance by Supplier of the Purchase Order, and the final fifty percent (50%) due thirty (30) days thereafter providing receipt by Licensee of the related Certificate of Analysis. However, if Licensee notifies Supplier pursuant to Section 3.8 that such Product is not conforming, then payment shall be due within thirty (30) days after determination that such Product is conforming Product in accordance with Section 3.8 or the receipt by Licensee of replacement Product if so elected by Licensee, as the case may be. In the event of any inconsistency between an invoice and this Agreement, the terms of this Agreement shall control.

3.7 Warranty . Supplier warrants to Licensee that, at the time of delivery pursuant to Section 3.5, all Products delivered hereunder following Regulatory Approval thereof (a) will have been Manufactured and released in accordance with the applicable Regulatory Approvals and Applicable Law, (b) will comply with any specifications therefor set forth in the applicable Regulatory Approvals, and (c) may legally be distributed or sold by Licensee under Applicable Law in the Territory.

3.8 Rejection of Product .

3.8.1 In the event that Licensee determines that any Product delivered by Supplier does not conform to the warranty set forth in Section 3.8, Licensee shall give Supplier written notice thereof and the reasons for such nonconformance (including a sample of such Product) within forty-five (45) days after delivery (or within ten (10) days after discovery of any nonconformity that could not reasonably have been detected by a customary visual inspection on delivery). Supplier shall undertake appropriate testing of such sample and shall notify Licensee whether it has confirmed such nonconformity within thirty (30) days after receipt of such notice from Licensee. If Supplier notifies Licensee that it has not confirmed such nonconformity, then the Parties shall mutually select an independent laboratory or other applicable expert (the “Expert”) to evaluate if the Products comply with the warranty set forth in Section 3.7 and each Party shall cooperate with the Expert’s reasonable requests for assistance in connection with its analysis hereunder. The findings of the Expert shall be binding on the Parties, absent manifest error. The expenses of the Expert shall be borne by Supplier if the Expert confirms the nonconformity and otherwise by Licensee. If the Expert or Supplier confirms that a batch of Product does not conform to the warranty set forth in Section 3.7, Supplier, at Licensee’s option, promptly shall (a) supply Licensee with a conforming quantity of Product at Supplier’s expense or (b) reimburse Licensee for any purchase price paid by Licensee with respect to such Product. In any event Supplier promptly shall reimburse Licensee for all costs incurred by Licensee with respect to such nonconforming Product, including costs of recall and destruction of such Product, which costs Licensee shall have the right to offset against any payments owed by Licensee to Supplier under this Agreement.

3.8.2 The rights and remedies provided in this Section 3.8 shall be cumulative and in addition to any other rights or remedies that may be available to Licensee.

3.9 Currency . All amounts invoiced to Licensee hereunder shall be expressed and paid in United States Dollars.

3.10 Preexisting Relationships . Should Supplier make any introduction to Licensee of any third-party that becomes beneficial to Licensee, through added distribution channels or otherwise, Licensee and Supplier shall, in good faith, negotiate a royalty to be paid to Supplier by Licensee as an inducement for making such introduction or introductions.

3.11 Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in the Definitive Agreements, consummation of the Business Relationship would be subject to having conducted business in the ordinary course during the period between the date hereof and the execution date and there shall have been no material adverse change in the business, financial condition or prospects.

3.12 Registration. Supplier will assist Licensee in ensuring that all of its products receive the proper registration and that all of Supplier’s Products’ packaging meets all requirements necessary for Licensee to distribute the products into any stream of commerce, as necessary.

3.12 License. Supplier cannot license any intellectual property, which pertains to the Supplier Products, to any third party without first receiving approval from Licensee.

ARTICLE IV

Confidentiality and Nondisclosure

4.1 Confidentiality Obligations. Except as provided herein, the Parties agree that, during the term of this Agreement and for five (5) years after this Agreement’s expiration or termination pursuant to Article VIII, each Party shall hold in strict confidence and shall not publish or otherwise disclose, directly or indirectly, to any Person (other than employees, Affiliates, legal counsel, consultants, auditors and advisors who, except in the case of legal counsel, are bound in writing by confidentiality and non-use obligations no less onerous than those set forth herein) any Confidential Information of the other Party. During such period, a Party (and its Affiliates) shall not use for any purpose, directly or indirectly, Confidential Information of the other Party or its Affiliates furnished or otherwise made known to it, except as permitted hereunder.

4.2 Permitted Disclosures . Each Party may disclose Confidential Information to the extent that such disclosure is:

4.2.1 Made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial or local governmental or regulatory body of competent jurisdiction; provided, however, that the receiving Party shall first have given notice to the disclosing Party and, insofar as permitted by applicable law, given the disclosing Party a reasonable opportunity to quash such order and to obtain a protective order requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued; and provided further that if a disclosure order is not quashed or a protective order is not obtained, the Confidential Information disclosed in response to such court or governmental order shall be limited to that information which is legally required to be disclosed in response to such court or governmental order;

4.2.2 Otherwise required by law, in the opinion of legal counsel to the receiving Party as expressed in an opinion letter in form and substance reasonably satisfactory to the disclosing Party, which shall be provided to the disclosing Party at least two (2) Business Days prior to the receiving Party’s disclosure of the Confidential Information pursuant to this Section 4.2.2;

4.2.3 Made by the receiving Party to the Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information; or,

4.2.4 Made by Licensee or Supplier to existing or potential acquirers or merger candidates; existing or potential collaborators; investment bankers; existing or potential investors, venture capital firms or other financial institutions or investors for purposes of obtaining financing; each of whom prior to disclosure must be bound by obligations of confidentiality and non-use at least equivalent in scope to those set forth in this Article IV.

4.3 Confidential Information.

4.3.1 Defined . “Confidential Information” of a Party shall mean all information and know-how and any tangible embodiments thereof provided by or on behalf of such Party to the other Party in the course of performing this Agreement, including data; knowledge; practices; processes; ideas; research plans; engineering designs and drawings; research data; manufacturing processes and techniques; scientific, manufacturing, marketing and business plans; and financial and personnel matters relating to the disclosing Party or to its present or future products, sales, suppliers, customers, employees, investors or business. For the avoidance of doubt, Confidential Information shall be deemed to include any and all information provided by one Party to the other Party relating to the Products and the terms of this Agreement.

4.3.2 Exclusions . Notwithstanding the foregoing, information or know-how of a Party shall not be deemed Confidential Information with respect to the receiving Party for purposes of this Agreement if such information or know-how: (a) was already known to the receiving Party or its Affiliates, other than under an obligation of confidentiality or non-use, at the time of disclosure to, or, with respect to know-how, discovery or development by, such receiving Party; (b) was generally available or known, or was otherwise part of the public domain, at the time of its disclosure to, or, with respect to know-how, discovery or development by, such receiving Party; (c) became generally available or known, or otherwise became part of the public domain, after its disclosure to, or, with respect to know-how, discovery or development by, such receiving Party through no fault of the receiving Party; (d) was disclosed to such receiving Party or its Affiliates, other than under an obligation of confidentiality or non-use, by a Third Party who had no obligation to the Party that controls such information and know-how not to disclose such information or know-how to others; or (e) was independently discovered or developed by such receiving Party or its Affiliates, as evidenced by their written records, without the use of Confidential Information belonging to the Party that controls such information and know-how. Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of a Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of such Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of a Party merely because individual elements of such Confidential Information are in the public domain or in the possession of such Party unless the combination and its principles are in the public domain or in the possession of such Party.

4.4 Equitable Relief. Each Party acknowledges and agrees that a breach of any of the terms of this Article IV would cause irreparable harm and damage to the other Party and that such damage may not be ascertainable in money damages and that as a result thereof the non-breaching Party would be entitled to seek from a court equitable or injunctive relief restraining any breach or future violation of the terms contained herein by the breaching Party without the necessity of proving actual damages. Such right to equitable relief is in addition to whatever remedies either Party may be entitled to as a matter of law or equity, including money damages, which other remedies are subject to Section 9.6.

ARTICLE V

Regulatory Approvals, Initial Order, Minimum Orders, Complaints,

Adverse Event Reporting and Product Recall

5.1 Regulatory Approvals .

5.1.1 Licensee shall have twelve (12) months from the Effective Date of this Agreement to obtain Regulatory Authority to sell the Product within the Territory. Should Licensee fail to obtain such Regulatory Authority within the twelve (12) month period, Supplier, in its sole discretion may eliminate Licensee’s exclusive rights to the Product throughout the Territory. Once Regulatory Authority has been granted, Licensee must submit its initial Purchase Order to Supplier within two (2) months from the date Regulatory Authority has been granted.

5.1.2 The Parties agree to bargain in good faith to establish mutually agreeable annual Minimum Orders for Product within the Territory and specifically within each country contemplated, with such agreement to be concluded within 30 days of the execution of this agreement or as extended by mutual agreement. Such minimums must be met by Licensee in order to maintain exclusivity hereunder. To be clear, the failure to maintain the established monthly minimum in any particular country with the Territory will only effect the exclusivity in such country, and Licensee will maintain exclusivity with respect to any and all other countries with the Territory, assuming such monthly minimums are being maintained.

5.1.3 Supplier shall be solely responsible for (a) taking all actions, paying all fees and conducting all communication with the appropriate Regulatory Authority in respect of all Regulatory Approvals, including preparing and filing all reports (including adverse event and complaint reports) with the appropriate Regulatory Authority, (b) taking all actions and conducting all communication with Third Parties in respect of Products sold by Licensee and its sub-distributors, including responding to all Product complaints in respect thereof, including complaints related to tampering or contamination, and (c) investigating all Product complaints and adverse events in respect of Products sold by Licensee. Licensee shall, at Supplier’s expense, cooperate with all of Supplier’s reasonable requests and use its commercially reasonable efforts to assist Supplier in connection with (x) preparing any and all such reports for Regulatory Authorities (including, without limitation, supplying distribution information necessary to prepare annual reports), (y) preparing and disseminating all such communications with Third Parties, and (z) investigating and responding to any Product complaint or adverse event related to a Product sold by Licensee or its sub-distributors.

5.1.4 Each Party promptly shall provide notice to the other Party of any material communications with any Regulatory Authority concerning the Products. To the extent permitted by Applicable Law, copies of all such material communications shall be attached to the notice sent pursuant to this Section 5.1.5.

5.1.5 Each Party shall immediately notify the other of any information received regarding any threatened or pending action by any Regulatory Authority that may affect the Products or the continued Manufacture, distribution, sale or use of the Products in the Territory. Upon receipt of any such information, the Parties shall consult in an effort to arrive at a mutually acceptable procedure for taking appropriate action; provided, however, that nothing set forth in this Section 5.1 shall be construed as restricting the right of either Party to make a timely report of such matter to any Regulatory Authority or take other action that it deems appropriate under Applicable Law.

5.2 Complaints . Each Party shall maintain a record of any and all complaints it receives with respect to the Products. Each Party shall notify the other Party in reasonable detail of any complaint received by it within thirty (30) days or such shorter period as may be required by Applicable Law.

5.3 Adverse Event Reporting . Each Party shall provide notice to the other Party within twenty-four (24) hours from the time it becomes aware of an adverse event associated with use of a Product (whether or not the reported effect is (a) described in the prescribing information or the published literature with respect to such Product or (b) determined to be attributable to such Product) of any information in or coming into its possession or control concerning such adverse event.

5.4 Product Recall .

5.4.1 Notification and Recall . In the event that any Regulatory Authority issues or requests a recall or market withdrawal or takes similar action in connection with any Product sold or distributed by Licensee or its sub-distributors, or in the event either Party determines that an event, incident or circumstance has occurred that may result in the need for a recall or market withdrawal of any Product sold or distributed by Licensee or its sub-distributors, the Party notified of or desiring such recall or similar action shall, within twenty-four (24) hours, advise the other Party thereof by telephone or facsimile. Following such notification, within seventy-two (72) hours, Supplier shall decide in its sole discretion whether to conduct a recall or market withdrawal (except in the case of a government-mandated recall) and the manner in which any such recall or market withdrawal shall be conducted. Licensee shall cooperate with Supplier as reasonably requested by Licensee in the implementation of any recall or market withdrawal.

5.4.2 Recall Expenses . Supplier promptly shall reimburse Licensee for all expenses incurred by Licensee in connection with any recall or market withdrawal of any Product, except to the extent that such recall or market withdrawal results from Licensee’s gross negligence or willful misconduct. Such expenses of recall or market withdrawal shall include expenses for notification, destruction or return of the recalled or withdrawn Product, and any refund of amounts paid for the recalled or withdrawn Product, legal and administrative costs incurred in connection with the recall (including any such expenses incurred in meeting with and responding to any issues raised by any Regulatory Authority).

ARTICLE VI

Indemnity

6.1 Indemnification of Licensee . Subject to Section 6.3, Supplier shall indemnify Licensee, its Affiliates and its and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all suits, investigations, claims or demands (collectively, “Losses”) arising from or occurring as a result of (a) any material breach by Supplier of this Agreement, (b) any gross negligence or willful misconduct of Supplier in performing Supplier’s obligations under this Agreement, (c) any death or personal injury caused by the negligence of Supplier or its Affiliates and resulting from the purchase, use or consumption of any Product, or (d) any claim or allegation that the use of the Product Trademarks by Licensee or its sub-distributors in accordance with the terms hereof infringes or misappropriates the intellectual property rights of any Third Party, except for those Losses for which Licensee has an obligation to indemnify Supplier pursuant to Section 6.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses. Any additional indemnities to be provided to Licensee by Supplier in connection with specific Purchase Orders shall be mutually agreed pursuant to Section 3.1 on a case-by-case basis, and shall be subject to the procedure set forth in Section 6.3.

6.2 Indemnification of Supplier . Subject to Section 6.3, Licensee shall indemnify Supplier, its Affiliates and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all Losses arising from or occurring as a result of (a) any material breach by Licensee of this Agreement or (b) the gross negligence or willful misconduct of Licensee, its Affiliates or its other sub-contractors in performing Licensee’s obligations under this Agreement, except for those Losses for which Supplier has an obligation to indemnify Licensee and its Affiliates pursuant to Section 6.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

6.3 Indemnification Procedure .

6.3.1 Notice of Claim . The indemnified Party shall give the indemnifying Party prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such indemnified Party intends to base a request for indemnification under Section 6.1 or Section 6.2, but in no event shall the indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the “Indemnified Party”).

6.3.2 Third Party Claims . The obligations of an indemnifying Party under this Article VI with respect to Losses arising from claims of any Third Party that are subject to indemnification as provided for in Sections 6.1 or 6.2 (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions:

(a) Control of Defense . At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify any Person seeking indemnification in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against any such claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by any indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, the indemnifying Party shall not be liable to the Indemnified Party or any other indemnified Party for any legal expenses subsequently incurred by such indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such indemnified Party.

(b) Right to Participate in Defense . Without limiting Section 6.3.2(a), any indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 6.3.2(a) (in which case the Indemnified Party shall control the defense).

(c) Settlement . With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, the indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 6.3.2(a), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party.

(d) Cooperation . Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall cause each other indemnified Party to, cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection therewith.

(e) Expenses . Except as provided above, the costs and expenses, including fees and disbursements of counsel, incurred by the Indemnified Party in connection with any claim shall be reimbursed on a calendar quarter basis by the indemnifying Party, without prejudice to the indemnifying Party’s right to contest the Indemnified Party’s right to indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the Indemnified Party.

6.4 DAMAGES.

6.4.1 SUBJECT TO SECTIONS 6.1 AND 6.2, AND EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, NONE OF LICENSEE, SUPPLIER OR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOST PROFITS), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT, OR (B) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY PRODUCT DEVELOPED, MANUFACTURED OR MARKETED HEREUNDER. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS ATTEMPTING TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES (A) FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF EITHER OF THE PARTIES, THEIR RESPECTIVE AFFILIATES, OR OF THE OFFICERS, EMPLOYEES OR AGENTS OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES, (B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR (C) FOR ANY MATTER IN RESPECT OF WHICH IT WOULD BE ILLEGAL FOR EITHER PARTY TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.

6.4.2 SUBJECT TO THE PRECEDING SENTENCE, BUT NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL THE COMBINED AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT EXCEED THE COMBINED AGGREGATE AMOUNTS PAID BY LICENSEE TO SUPPLIER, WHETHER AS LUMP SUMS OR PERIODIC PAYMENTS OF ROYALTIES OR SUBLICENSE INCOME, UNDER THIS AGREEMENT (THE “AGGREGATE AMOUNT”); PROVIDED, HOWEVER, THAT IN THE EVENT THAT EITHER PARTY (THE “LIABLE PARTY”) SHALL BECOME LIABLE TO THE OTHER PARTY HEREUNDER OR THEREUNDER FOR AN AMOUNT (THE “TOTAL LIABILITY”) LARGER THAN THE AGGREGATE AMOUNT CALCULATED AS OF THE DATE THAT THE TOTAL LIABILITY BECAME DUE AND PAYABLE, THE LIABLE PARTY SHALL PROMPTLY PAY SUCH OTHER PARTY A LUMP SUM EQUAL TO THE AGGREGATE AMOUNT AS SO CALCULATED AND PROVIDED, FURTHER, THAT IF SUPPLIER IS THE LIABLE PARTY, LICENSEE SHALL THEREAFTER HAVE A RIGHT OF OFFSET WITH RESPECT TO ANY PAYMENT OBLIGATIONS OF LICENSEE TO SUPPLIER HEREUNDER AND THEREUNDER THAT BECOME DUE AND PAYABLE AFTER SUCH DATE, UNTIL SUCH TIME AS THE TOTAL AMOUNTS OFFSET BY Licensee EQUAL THE DIFFERENCE BETWEEN THE TOTAL LIABILITY AND SUCH LUMP SUM PAYMENT BY SUPPLIER; AND PROVIDED, FURTHER, THAT IF LICENSEE IS THE LIABLE PARTY, THEN THEREAFTER, AT SUCH TIMES AS Licensee SHALL MAKE PAYMENTS TO SUPPLIER THAT ARE OTHERWISE DUE AND PAYABLE HEREUNDER OR THEREUNDER, LICENSEE SHALL PAY TO SUPPLIER AN EQUAL AMOUNT AS ADDITIONAL DAMAGES, UNTIL SUCH TIME AS THE TOTAL AMOUNTS SO PAID TO SUPPLIER AS ADDITIONAL DAMAGES EQUAL THE DIFFERENCE BETWEEN THE TOTAL LIABILITY AND SUCH LUMP SUM PAYMENT BY LICENSEE.

6.5 Insurance . Supplier shall have and maintain such program of self-insurance covering the Exploitation of the Products as is normal and customary in the industry generally for parties similarly situated.

ARTICLE VII

Representations and Warranties

7.1 Representations and Warranties . Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

7.1.1 Such Party (a) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder, and (b) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity.

7.1.2 Such Party is not aware of any pending or threatened litigation (and has not received any communication) that alleges that such Party’s activities related to this Agreement have violated, or that by conducting the activities as contemplated herein such Party would violate, any of the intellectual property rights of any other Person.

7.1.3 All necessary consents, approvals and authorizations of all regulatory and governmental authorities and other Persons required to be obtained by such Party in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained.

7.1.4 The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable law or regulation or any provision of the articles of incorporation, bylaws, limited partnership agreement or any similar instrument of such Party, as applicable, in any material way, and (b) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which such Party is bound.

7.2 Additional Representations, Warranties and Covenants of Licensee . Licensee represents, warrants and covenants to Supplier that Licensee is a corporation duly organized and in good standing under the laws of the State of Florida, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.

7.3 Additional Representations, Warranties and Covenants of Supplier . Supplier represents, warrants and covenants to Licensee that Supplier is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement.

7.4 Disclaimer of Warranties . EXCEPT FOR THOSE WARRANTIES SET FORTH IN THIS ARTICLE VII, AND SUBJECT TO SECTION 6.4.1, EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS AND TERMS, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING (A) ANY WARRANTY OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, (B) ANY WARRANTY WITH RESPECT TO THE VALIDITY OR ENFORCEABILITY OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY, AND (C) ANY WARRANTY THAT THE PERFORMANCE OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WILL NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON. SUBJECT TO SECTION 6.4.1, NO PARTY MAKES ANY REPRESENTATIONS HEREUNDER OTHER THAN THOSE SET FORTH EXPRESSLY HEREIN.

ARTICLE VIII

Term and Termination

8.1 Term and Expiration . This Agreement shall become effective as of the Effective Date and unless terminated earlier pursuant to Section 8.2, 8.3, 8.4, or 8.6, the term of this Agreement (the “Term”) shall continue in effect for a period of ten (10) years from the from the Effective Date hereof. Thereafter, the term shall be negotiated in good faith between the Parties.

8.2 Termination by Licensee without Cause . Notwithstanding anything contained herein to the contrary, Licensee shall have the right to terminate this Agreement in its entirety at any time in its sole discretion by giving one hundred and eighty (180) days’ written notice to Supplier.

8.3 Termination of this Agreement by Either Party for Material Breach . Material failure by a Party to comply with any of its material obligations contained herein shall entitle the Party not in default to give to the Party in default notice specifying the nature of the default, requiring the defaulting Party to make good or otherwise cure such default, and stating its intention to terminate if such default is not cured. In the event that Licensee is the notifying Party, Licensee shall have the right, in addition to all other remedies available to it by law, in equity or pursuant to this Agreement, to suspend payment of any amounts that it would otherwise owe to Supplier hereunder until such time as the material breach of Supplier is cured. If a noticed default is not cured within thirty (30) days (the “Cure Period”) after the receipt of such notice (or, if such default cannot be cured within such thirty (30)-day period, if the Party in default does not commence actions to cure such default within the Cure Period and thereafter diligently continue such actions), the Party not in default shall be entitled, without prejudice to any of its other rights conferred on it by this Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Agreement in its entirety; provided, however, that any right to terminate under this Section 8.3 shall be stayed in the event that, during any Cure Period, the Party alleged to have been in default shall have initiated dispute resolution in accordance with Section 9.6 with respect to the alleged default, which stay shall last so long as the initiating Party diligently and in good faith cooperates in the prompt resolution of such dispute resolution proceedings.

In the event that this agreement is terminated, the Licensee shall immediately return to the Licensor all sales materials, drawings, technology descriptions and any other material or information proprietary to the Product obtained from Licensor.

8.4 Accrued Rights; Survival.

8.4.1 Accrued Rights . Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement.

8.4.2 Survival . Sections 3.6, 3.7, and this Section 8.4, and Articles I, IV, V, VI, and IX, shall survive the termination or expiration of this Agreement for any reason.

8.4.3 Product Sell-Off . Licensee shall have a period of ninety (90) days from the effective date of termination or expiration of this Agreement during which it may sell in the Territory in accordance with the terms hereof any stocks of Products in its possession at the effective date of such termination or expiration.

8.5 Termination upon Insolvency . Either Party may terminate this Agreement if, at any time, the other Party shall file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party proposes a written agreement of composition or extension of its debts, or if the other Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if the other Party shall propose or be a Party to any dissolution or liquidation, or if the other Party shall make an assignment for the benefit of its creditors.

ARTICLE IX

Miscellaneous

9.1 Force Majeure . Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement, when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, including fires, floods, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority. The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for one-hundred and eighty (180) days after the date of the occurrence, that Parties shall meet and discuss in good faith how best to proceed.

9.2 Assignment . Without the prior written consent of the other Party, neither Party shall sell, transfer, assign, charge, delegate, pledge or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder, nor purport to do any of the same; provided, however, that Licensee may, without such consent, assign this Agreement and its rights hereunder to an Affiliate, to the purchaser of all or substantially all of its assets, or to any Third Party pursuant to or in connection with any agreement and plan of merger, acquisition, reorganization, or other similar corporate transaction; and provided , further , that Supplier may, without such consent, assign the benefit of this Agreement and its rights hereunder to an Affiliate. Any attempted assignment in violation of the preceding sentence shall be void and of no effect. All validly assigned rights of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by the permitted assigns of Licensee or Supplier, as the case may be. No assignment validly made pursuant to this Section 9.2 shall relieve the assigning Party of any of its obligations under this Agreement, unless the other Party has given its prior consent thereto.

9.3 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and (d) the Parties agree to attempt to substitute for any such illegal, invalid or unenforceable provision a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and reasonably acceptable to the Parties. To the fullest extent permitted by applicable law, each Party hereby waives any provision of law that would render any provision hereof prohibited or unenforceable in any respect.

9.4 Governing Law . This Agreement shall be governed by and construed in accordance with English law (without reference to the rules of conflict of laws thereof). Subject to Section 9.6, the Parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of (a) the courts of the State of California and the United States District Court for the Southern District of Nevada for any action, suit or proceeding (other than appeals therefrom) initiated by Supplier and arising out of or relating to this Agreement.

9.5 Dispute Resolution .

9.5.1 Negotiation . The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute, controversy or claim arising from or related to this Agreement (or any document or instrument delivered in connection herewith) (each, a “Dispute”). In the event that the Parties are unable to, within ten (10) days, to reach a resolution, such Dispute shall be referred to the chief executive officers of Licensee and Supplier, or their respective successors, who shall attempt in good faith to reach a resolution of the Dispute. If the foregoing procedures fail to achieve a mutually satisfactory resolution within ten (10) days, then either Party may, by written notice to the other Party, elect to have the matter settled by binding arbitration pursuant to Section 9.5.2.

9.5.2 Arbitration . Any arbitration under this Agreement shall take place at a location to be agreed by the Parties; provided, however, that in the event that the Parties are unable to agree on a location for an arbitration under this Agreement within five (5) days of the demand therefor, such arbitration shall be held in San Diego, California. Any arbitration under this Agreement shall be administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect (the “AAA Rules”). The Parties shall appoint an arbitrator by mutual agreement. If the Parties cannot agree on the appointment of an arbitrator within thirty (30) days of the demand for arbitration, an arbitrator shall be appointed in accordance with AAA Rules. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve the Dispute submitted to such arbitration in accordance with this Agreement; provided, however, that the arbitrator shall not have the power to alter, amend or otherwise affect the terms or the provisions of this Agreement. Judgment upon any award rendered pursuant to this Section may be entered by any court having jurisdiction over the Parties’ other assets. The arbitrator shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrator’s fees and any administrative fees of arbitration, unless the arbitrator shall otherwise allocate such costs, expenses and fees between the Parties. The Parties agree that all arbitration awards shall be final and binding on the Parties and their Affiliates. The Parties hereby waive the right to contest the award in any court or other forum. Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable English statute of limitations.

9.5.3 Interim Relief . Notwithstanding anything herein to the contrary, nothing in this Section 9.5 shall preclude either Party from seeking interim or provisional relief, including a temporary restraining order, preliminary injunction or other interim equitable relief concerning a Dispute, either prior to or during any arbitration hereunder, if necessary to protect the interests of such Party. This Section 9.5.3 shall be specifically enforceable.

9.6 Equitable Relief . Supplier acknowledges and agrees that the restrictions set forth in Section 2.1 and Article IV of this Agreement are reasonable and necessary to protect the legitimate interests of Licensee and that Licensee would not have entered into this Agreement in the absence of such restrictions, and that any violation or threatened violation of any provision of Section 2.1 or Article IV will result in irreparable injury to Licensee. Supplier also acknowledges and agrees that in the event of a violation or threatened violation of any provision of Section 2.1 or Article IV, Licensee shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving irreparable injury or actual damages and without the necessity of having to post a bond, as well as to an equitable accounting of all earnings, profits and other benefits arising from any such violation. The rights provided in the immediately preceding sentence shall be cumulative and in addition to any other rights or remedies that may be available to Licensee. Nothing in this Section 9.7 is intended, or should be construed, to limit Licensee’s right to preliminary and permanent injunctive relief or any other remedy for a breach of any other provision of this Agreement.

9.7 Further Assurances . Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm the rights and remedies of the other Party under this Agreement.

9.8 References . Unless otherwise specified, (a) references in this Agreement to any Article, Section, or Exhibit shall mean references to such Article, Section, or Exhibit of this Agreement, (b) references in any section to any clause are references to such clause of such section, and (c) references to any agreement, instrument or other document in this Agreement refer to such agreement, instrument or other document as originally executed or, if subsequently varied, replaced or supplemented from time to time, as so varied, replaced or supplemented and in effect at the relevant time of reference thereto.

9.9 Independent Contractors . It is expressly agreed that Supplier and Licensee shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Supplier nor Licensee shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other, without the prior consent of the other Party. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

9.10 Waiver . Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any right hereunder or the failure to exercise, or any delay in exercising a right or remedy provided by this Agreement or by law, or the waiver of a breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise.

9.11 Counterparts . The Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9.12 Construction . Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including” as used herein shall mean including, without limiting the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties, and no rule of strict construction shall be applied against either Party.

9.13 First Right of Refusal for Further Applications. While the Initial application the technology developed by Supplier is a vertical axis wind turbine, it is contemplated by the parties that the same technology may be applied to water as well as wind. The parties hereby agree that Licensee has first right of refusal to and market additional applications of the underlying technology under a separate agreement, the terms and conditions of which shall be substantially similar to those contemplated in this agreement.

9.14 Entire Agreement; Modifications . This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth herein. No amendment, modification, release or discharge hereof shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first set forth above.

MITU RESOURCES INC.:

Date: February 7, 2018 /s/ Simeon Leonardo Reyes Francisco

By: Simeon Leonardo Reyes Francisco

HEADWIND TECHNOLOGIES LTD.:

Date: February 7, 2018 /s/ Barron McConnachie

By: Barron McConnachie