Form 1-A Issuer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286


Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK
0001624517
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
Is this a LIVE or TEST Filing? LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter
Aureus, Inc.
Jurisdiction of Incorporation / Organization
NEVADA
Year of Incorporation
2013
CIK
0001624517
Primary Standard Industrial Classification Code
DAIRY PRODUCTS
I.R.S. Employer Identification Number
47-1893698
Total number of full-time employees
2
Total number of part-time employees
0

Contact Infomation

Address of Principal Executive Offices

Address 1
1170 Peachtree Street
Address 2
#1200
City
Atlanta
State/Country
GEORGIA
Mailing Zip/ Postal Code
30309
Phone
404-885-6045

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name
John E. Lux, Esq.
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one) Banking Insurance Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents
$ 2290.00
Investment Securities
$ 0.00
Total Investments
$
Accounts and Notes Receivable
$ 43373.00
Loans
$
Property, Plant and Equipment (PP&E):
$ 41487.00
Property and Equipment
$
Total Assets
$ 93513.00
Accounts Payable and Accrued Liabilities
$ 526187.00
Policy Liabilities and Accruals
$
Deposits
$
Long Term Debt
$ 0.00
Total Liabilities
$ 526187.00
Total Stockholders' Equity
$ -516425.00
Total Liabilities and Equity
$ 93513.00

Statement of Comprehensive Income Information

Total Revenues
$ 0.00
Total Interest Income
$
Costs and Expenses Applicable to Revenues
$ 8183.00
Total Interest Expenses
$
Depreciation and Amortization
$ 5635.00
Net Income
$ 0.00
Earnings Per Share - Basic
$ 0.00
Earnings Per Share - Diluted
$ 0.00
Name of Auditor (if any)

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity
Common Stock
Common Equity Units Outstanding
98250000
Common Equity CUSIP (if any):
86845R207
Common Equity Units Name of Trading Center or Quotation Medium (if any)
OTCMarkets, Pink Open Market

Preferred Equity

Preferred Equity Name of Class (if any)
Series A Convertible Preferred
Preferred Equity Units Outstanding
5000000
Preferred Equity CUSIP (if any)
00000none
Preferred Equity Name of Trading Center or Quotation Medium (if any)
none

Debt Securities

Debt Securities Name of Class (if any)
none
Debt Securities Units Outstanding
0
Debt Securities CUSIP (if any):
00000none
Debt Securities Name of Trading Center or Quotation Medium (if any)
none

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited Unaudited Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Equity (common or preferred stock)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? Yes No
Does the issuer intend this offering to last more than one year? Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Yes No
Will the issuer be conducting a best efforts offering? Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering? Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer? Yes No
Number of securities offered
38000000
Number of securities of that class outstanding
98250000

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 0.0150
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 570000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 570000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Underwriters - Fees
$
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
Accountant and Misc other
Audit - Fees
$ 42500.00
Legal - Name of Service Provider
John E. Lux, Esq.
Legal - Fees
$ 25000.00
Promoters - Name of Service Provider
Promoters - Fees
$
Blue Sky Compliance - Name of Service Provider
Various
Blue Sky Compliance - Fees
$ 2500.00
CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer
$ 500000.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions
NEW YORK

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions

NEW YORK

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Aureus, Inc.
(b)(1) Title of securities issued
Convertible debt
(2) Total Amount of such securities issued
31050
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
31050
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
Section 4(a)(1)

Table of contents

 

Preliminary Offering Circular dated May 29, 2019

 

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

 

Aureus Inc.

 

$570,000

38,000,000 SHARES OF COMMON STOCK

OFFERED BY THE COMPANY AT $0.015 PER SHARE

 

 

This is the public offering of securities of Aureus Inc., a Nevada corporation. We are offering 38,000,000 shares of our common stock, par value $0.001 ("Common Stock"), at an offering price of $0.015 per share (the "Offered Shares") by the Company. The minimum purchase requirement per investor is 100,000 Offered Shares ($1,500); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

 

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 4 of this Offering Circular.

  

No Escrow

 

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

 

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company. 

 

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

 

 

 

     

 

 

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

 

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

 

Our Common Stock is traded in the OTCMarket under the symbol “ARSN.”

 

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 4 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

  

    Per
Share
    Total
Maximum
 
Public Offering Price (1)(2)   $ 0.015     $ 570,000.00  
Underwriting Discounts and Commissions (3)   $ 0.00     $ 0  
Proceeds to Company (4)   $ 0.015     $ 570,000.00  

  

(1) We are offering shares on a continuous basis. See “Distribution – Continuous Offering.”
(2) This is a “best efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. See “How to Subscribe.”
(3) We are offering these securities without an underwriter.
(4) Excludes estimated total offering expenses, including underwriting discount and commissions. Such expenses, will be approximately $70,000 assuming the maximum offering amount is sold.

 

Our Board of Directors used its business judgment in setting a value of $0.015 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

 

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

The date of this Offering Circular is May 29, 2019.

 

 

 

     

 

 

TABLE OF CONTENTS

 

   

Page

 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS     1  
SUMMARY     2  
THE OFFERING     3  
RISK FACTORS     4  
USE OF PROCEEDS     14  
DILUTION     16  
DISTRIBUTION     17  
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS     19  
BUSINESS     21  
MANAGEMENT     29  
EXECUTIVE COMPENSATION     31  
PRINCIPAL STOCKHOLDERS     32  
RELATED TRANSACTIONS     33  
DESCRIPTION OF SECURITIES     34  
DIVIDEND POLICY     39  
SECURITIES OFFERED     39  
SHARES ELIGIBLE FOR FUTURE SALE     40  
LEGAL MATTERS     40  
WHERE YOU CAN FIND MORE INFORMATION     41  
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS   F-1  

 

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

 

In this Offering Circular, unless the context indicates otherwise, references to "U. S. Highland", "we", the "Company", "our" and "us" refer to the activities of and the assets and liabilities of the business and operations of Aureus Inc.

 

 

 

  i  

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements under "Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Our Business" and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will" and "would" or the negatives of these terms or other comparable terminology.

 

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in "Risk Factors" and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

· The speculative nature of the business we intend to develop;

 

· Our reliance on suppliers and customers;

 

· Our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a “going concern”;

 

· Our ability to effectively execute our business plan;

 

· Our ability to manage our expansion, growth and operating expenses;

 

· Our ability to finance our businesses;

 

· Our ability to promote our businesses;

 

· Our ability to compete and succeed in highly competitive and evolving businesses;

 

· Our ability to respond and adapt to changes in technology and customer behavior; and

 

· Our ability to protect our intellectual property and to develop, maintain and enhance strong brands.

 

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

 

 

 

  1  

 

 

SUMMARY

 

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled "Cautionary Statement Regarding Forward-Looking Statements."

 

Company Information

 

Aureus Inc. offices are located at 1170 Peachtree Street, Suite 1200 , Atlanta, Georgia 30309. Our Website is http://www.aureusgnow.com. Our telephone number is 404-805-6044 and our Email address is info@aureusnow.com.

 

We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

 

Section 15(g) of the Securities Exchange Act of 1934

 

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

 

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

 

Dividends

 

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.

 

Trading Market

 

Our Common Stock trades in the OTC Market Pink Open Market under the stock symbol “ARSN.”

 

 

 

  2  

 

 

THE OFFERING

______

 

Issuer:   Aureus Inc.
     
Securities offered:   A maximum of 3,000,000,000 shares of our common stock, par value $0.001 (“Common Stock”) at an offering price of $0.015 per share (the “Offered Shares”). (See “Distribution.”)
     
Number of shares of Common Stock outstanding before the offering   98,250,000 issued and outstanding as of May 15, 2019
     
Number of shares of Common Stock to be outstanding after the offering   136,250,000 if the maximum amount of Offered Shares are sold
     
Price per share:   $0.015
     
Maximum offering amount:   38,000,000 shares at $0.015 per share, or $570,000 (See “Distribution.”)
     
Trading Market:   We intend to apply to have our Common Stock trading on the OTC Markets.
     
Use of proceeds:   If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses) will be 500,000. We will use these net proceeds for working capital and other general corporate purposes.
     
    Investing in our Common Stock involves a high degree of risk, including:
     
    Immediate and substantial dilution.
     
Risk factors:   Limited market for our stock.
     
    Limited operational history in an emerging industry.
     
    See “Risk Factors.”

 

 

 

 

 

 

 

  3  

 

 

RISK FACTORS

______

 

The following is only a brief summary of the risks involved in investing in our Company. Investment in our Securities involves risks. You should carefully consider the following risk factors in addition to other information contained in this Disclosure Document. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this Document, including statements in the following risk factors, constitute “Forward-Looking Statements.”

 

The price of our common stock may be volatile.

 

If we are able to get a trading market for our stock, the trading price of our common stock is likely to remain highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control or unrelated to our operating performance. In addition to the factors discussed in this “Risk Factors” section and elsewhere, these factors include: the operating performance of similar companies; the overall performance of the equity markets; the announcements by us or our competitors of acquisitions, business plans, or commercial relationships; threatened or actual litigation; changes in laws or regulations relating to the provision of health care or the sale of health insurance; any major change in our board of directors or management; publication of research reports or news stories about us, our competitors, or our industry or positive or negative recommendations or withdrawal of research coverage by securities analysts; large volumes of sales of our shares of common stock by existing stockholders; and general political and economic conditions.

 

In addition, the stock market in general, and the market for developing companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies’ securities This litigation, if instituted against us, could result in very substantial costs; divert our management’s attention and resources; and harm our business, operating results, and financial condition.

 

Doubts About Ability to Continue as a Going Concern

 

The Company is an early stage enterprise and has not commenced planned principal operations. The Company had no revenues to date and minimal capitalization. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations, or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

 

The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of revenues, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements in the near future to support its business operations; however, the Company may not have commitments from third parties for a sufficient amount of additional capital. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations. The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights.

 

There are numerous material contingencies in our proposed acquisitions.

 

The Company intends to acquire other companies to expand its business. In connection with these acquisitions, including the currently proposed acquisition of Yuengling's, there are numerous material contingencies to consummation of these transactions, including, but not limited to, financing, satisfactory due diligence, and execution of a final purchase agreement. There is no assurance that any of these transactions will close, and if they close, that they will be successful.

 

 

  4  

 

 

Risks Related to the Food Business

 

Unfavorable publicity could harm our business.

 

Food businesses such as our proposed acquisitions can be adversely affected by publicity resulting from, among other things, complaints or litigation or general publicity regarding poor food quality, food-borne illness, personal injury, food tampering, team member relations, adverse health effects of consumption of various food products or high-calorie foods (including obesity), perceptions of corporate and social responsibility, or other concerns. Negative publicity from traditional or digital media, or from on-line social network postings may also result from actual or alleged incidents or events involving our products. Regardless of whether the allegations or complaints are valid, unfavorable publicity relating to our products could adversely affect public perception of the entire brand. Adverse publicity and its effect on overall consumer perceptions of food safety, or our failure to respond effectively to adverse publicity, could have a material adverse effect on our business.

 

Changes in consumer preferences or discretionary consumer spending could harm our performance.

 

The success of our proposed acquisitions depends, in part, upon the continued popularity of our concepts and shifts in these consumer preferences could negatively affect our future profitability. Negative publicity over the health aspects of certain food items may adversely affect consumer demand for our products and could result in a decrease in our revenues, which could materially harm our business. Additionally, our success depends, in part, on a consumer preference for eating our products and to an extent on numerous factors affecting discretionary consumer spending, including economic conditions, disposable consumer income and consumer confidence. A decline in consumer spending or in economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm our business, financial condition, operating results or cash flow. We will be required to disclose calorie counts for our products, due to federal regulations, and this may have an effect on consumers’ eating habits. Shifts in consumer preferences could also be based on health concerns related to the cholesterol, carbohydrate, fat, calorie, sugar or salt content of certain food items, including items featured on our menu.

 

Litigation, including the defense and resolution of class and collective actions, could materially impact our business.

 

We could be subject to various lawsuits, administrative proceedings and claims that arise in the course of business. We could be party to class and collective actions, along with other complex legal disputes, that could materially impact our business by requiring, among other things, unanticipated management attention, significant attorney fee and settlement spend or operational adjustments implemented in response to a settlement, court order or in an effort to mitigate future exposure.

 

Increased wage and hour litigation, including claims relating to the Fair Labor Standards Act, analogous state laws, or other state wage and hour laws could result in significant attorney fee and settlement costs. Resolution of non-litigated alleged wage and hour violations could also negatively impact our performance. The potential settlement of, or awards of damages for, such claims also could materially impact our financial performance as could operational adjustments implemented in response to a settlement, court order or in an effort to mitigate future exposure. Additionally, an increased volume of alleged statutory violations or matters referred to an agency for potential resolution could result in significant attorney fee and settlement costs that could, in the aggregate, materially impact our financial performance.

 

We may have litigation in a variety of matters, some matters may be unpredictable or unanticipated, and the frequency and severity of litigation could increase. Our legal and regulatory environment includes matters such as food safety and food borne illness, premises liability, advertising and promotions, employment, franchise relations, shareholders, intellectual property, data privacy, and a variety of other matters. Because lawsuits are inherently unpredictable, assessing contingencies is highly subjective and requires judgments about future events. A judgment that is not covered by insurance or that is significantly in excess of our insurance coverage could materially adversely affect our financial condition or results of operations.

 

We may be unable to compete effectively in the food industry.

 

The food industry is intensely competitive and heavily saturated. We believe we compete primarily with ice cream products, and to a lesser extent to other desert products. In addition, independent owners of local or regional food companies establishments may enter our markets without significant barriers to entry and such establishments may provide price competition for our products. Competition in the relevant segments of the food industry is expected to remain intense with respect to price, quality, marketing and the type and quality of food. We also face intense competition for qualified management personnel.

 

 

 

  5  

 

 

We may not be able to attract and retain qualified team members and key executives to operate and manage our business.

 

Our success and the success of our business depends on our ability to attract, motivate, develop and retain a sufficient number of qualified key leaders and employees. The inability to recruit, develop and retain these individuals may delay the marketing of our products or result in high employee turnover, thus increasing our costs. This could inhibit our expansion plans and business performance and, to the extent that a labor shortage may force us to pay higher wages, harm our profitability. Volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key employees, some of whom may be granted equity compensation. The loss of any of our key leaders could jeopardize our ability to meet our financial targets.

 

Changes in employment laws or regulation could harm our performance.

 

Various federal, state, regional and local labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, paid time off, work scheduling, unemployment tax rates, workers’ compensation rates, citizenship requirements, union membership, and sales taxes. As the regulatory landscape continues to change and become more complex, it can be difficult to know all of the regulations, understand them clearly, and comply timely and consistently. A number of factors could adversely affect our operating results, including additional government-imposed increases in minimum wages, scheduling laws, overtime pay, paid leaves of absence and mandated health benefits, mandated training for employees, increased tax reporting and tax payment requirements for employees who receive tips, a reduction in the number of states that allow tips to be credited toward minimum wage requirements, or changing regulations from the National Labor Relations Board, other agencies or an administration occupying the White House.

 

We may be subject to increased labor costs.

 

Our operations are subject to federal and state laws governing such matters as minimum wages, working conditions, overtime, and tip credits. As federal, state, and local minimum wage rates increase, we may need to increase not only the wages of our minimum wage employees, but also the wages paid to employees already earning a wage rate above minimum wage. Labor shortages, increased employee turnover, and health care mandates also could increase our labor costs. This, in turn, could lead us to increase prices which could impact our sales. Competitive pressures beyond regulatory requirements may affect our cost to attract, reward and retain Team Members and managers. Conversely, if competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline.

 

Our strategic growth and innovation activities may not perform in accordance with our expectations.

 

Our ability to grow gross sales and increase profitability is dependent on designing and executing effective business strategies consistent with those described in our strategy. If we are delayed or unsuccessful in executing our strategies, or if our strategies do not yield the desired results, our business, financial condition, and results of operations may suffer.

 

Our brands may not be successful.

 

We will have a majority investment in our brands. If these brands do not succeed, we risk losing all or a substantial portion of our investment in that brand. In addition, our overall long-term growth may be affected by the level of success achieved by either of these products.

 

Shortages or interruptions in the availability and delivery of ingredients and other supplies may increase costs or reduce revenues.

 

Possible shortages or interruptions in the supply of ingredients and other supplies to us caused by inclement weather, terrorist attacks, natural disasters such as floods, drought and hurricanes, global warming, avian influenza, pandemics, the inability of our vendors to obtain credit in a tightened credit market, or other distribution dependencies, food safety warnings or advisories or the prospect of such pronouncements, or other conditions beyond our control, could adversely affect the availability, quality and cost of items we buy and our products. Our inability to effectively manage supply chain risk could increase our costs and limit the availability of products critical to our operations.

 

 

 

  6  

 

 

We are dependent on information technology and any material failure of that technology could impair our ability to efficiently operate our business.

 

We rely on information systems across our operations, including, for example, sale processing, management of our supply chain, collection of cash and credit and debit card payments, payment of obligations, and various other processes and procedures. Our ability to efficiently manage our business depends significantly on the reliability and capacity of these sometimes-complex systems, including reliance upon third-party service and technology providers. The failure of these systems to operate effectively, disputes with our technology vendors, problems with maintenance, upgrading or transitioning to replacement systems, or a breach in security of these systems could cause delays in customer service, reduce efficiency in our operations, require significant investment to remediate, require significant legal expense, or cause negative publicity that could damage our brand. Significant capital investments might be required to remediate any problems.

 

Risks Relating to Our Financial Condition

 

Our management has a limited experience operating a public company and are subject to the risks commonly encountered by early-stage companies.

Although management of Aureus Inc. has experience in operating small companies, current management has not had to manage expansion while being a public company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

 

· risks that we may not have sufficient capital to achieve our growth strategy;
· risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;
· risks that our growth strategy may not be successful; and
· risks that fluctuations in our operating results will be significant relative to our revenues.

 

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this section. If we do not successfully address these risks, our business could be significantly harmed.

 

We have limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operations.

 

As we have little or no operational history and have yet to generate revenue, it is extremely difficult to make accurate predictions and forecasts on our finances. This is compounded by the fact that we operate in transforming industries. There is no guarantee that our products or services will remain attractive to potential and current users as these industries undergo rapid change, or that potential customers will utilize our services.

 

As a growing company, we have yet to achieve a profit and may not achieve a profit in the near future, if at all.

 

We have not yet produced a net profit and may not in the near future, if at all. While we expect our revenue to grow, we have not achieved profitability and cannot be certain that we will be able to sustain our growth rate or realize sufficient revenue to achieve profitability. Our ability to continue as a going concern may be dependent upon raising capital from financing transactions, increasing revenue throughout the year and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

 

We will require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

 

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to update our technology, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we will need to engage in continued equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our common stock. Any debt financing that we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

 

 

 

  7  

 

 

We are highly dependent on the services of our key executives, the loss of whom could materially harm our business and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified employees, directors, officers, or other personnel or experience increases in our compensation costs, our business may materially suffer.

 

We are highly dependent on our management, specifically Mr. Everett Dickson. As of March 31, 2019, we have an employment agreement in place with Mr. Dickson. If we lose key employees, our business may suffer. Furthermore, our future success will also depend in part on the continued service of our management personnel and our ability to identify, hire, and retain additional key personnel. We do not carry “key-man” life insurance on the lives of any of our executives, employees or advisors. We experience intense competition for qualified personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because of this competition, our compensation costs may increase significantly.

 

We may be unable to manage growth, which may impact our potential profitability.

 

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing strain on our management and financial resources. To manage growth effectively, we will need to:

 

· Establish definitive business strategies, goals and objectives;
· Maintain a system of management controls; and
· Attract and retain qualified personnel, as well as develop, train, and manage management-level and other employees.

 

If we fail to manage our growth effectively, our business, financial condition, or operating results could be materially harmed, and our stock price may decline.

 

We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.

 

We operate in a highly competitive environment. Our competition includes all other companies that are in the food business. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

 

We may not be able to compete successfully with other established companies offering the same or similar services and, as a result, we may not achieve our projected revenue and user targets.

 

If we are unable to compete successfully with other businesses in our existing market, we may not achieve our projected revenue and/or customer targets. We compete with both start-up and established companies. Compared to our business, some of our competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established in our markets.

 

We expect to incur substantial expenses to meet our reporting obligations as a public company. In addition, failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

 

We estimate that it will cost approximately $50,000 annually to maintain the proper management and financial controls for our filings required as a public reporting company. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

 

 

 

  8  

 

 

Risks Relating to our Common Stock and Offering

 

If we are able to develop a market for our Common Stock, our Common Stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

 

If we are able to develop a market for our Common Stock, it may be thinly traded on the OTC Pink Open Market, meaning that the number of persons interested in purchasing our shares at, or near ask prices at any 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 that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became 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 shares will develop or be sustained, or that current trading levels will be sustained.

 

The market price for the common stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history, and lack of revenue, which could lead to wide fluctuations in our share price. The price at which you purchase our shares may not be indicative of the price that will prevail in the trading market. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.

 

The market for our shares of common stock may be characterized by significant price volatility when 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. The volatility in our share price is attributable to a number of factors. First, as noted above, our shares may be sporadically traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our shares is sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative investment due to, among other matters, our limited operating history and lack of revenue or profit to date, and the uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-averse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the securities of a seasoned issuer. The following factors may add to the volatility in the price of our shares: actual or anticipated variations in our quarterly or annual operating results; government regulations, announcements of significant acquisitions, strategic partnerships or joint ventures; our capital commitments and additions or departures of our key personnel. Many of these factors are beyond our control and may decrease the market price of our shares regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our shares will be at any time, including as to whether our shares will sustain their current market prices, or as to what effect the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

 

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 possible occurrence of these patterns or practices could increase the volatility of our share price.

 

 

 

  9  

 

 

The market price of our common stock may be volatile and adversely affected by several factors.

 

The market price of our common stock could fluctuate significantly in response to various factors and events, including, but not limited to:

 

· our ability to market our products and services;
· our ability to execute our business plan;
· operating results below expectations;
· our issuance of additional securities, including debt or equity or a combination thereof;
· announcements of technological innovations or new products by us or our competitors;
· loss of any strategic relationship;
· industry developments, including, without limitation, changes in healthcare policies or practices;
· economic and other external factors;
· period-to-period fluctuations in our financial results; and
· whether an active trading market in our common stock develops and is maintained.

 

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock. Issuers using the Alternative Reporting standard for filing financial reports with OTC Markets are often subject to large volatility unrelated to the fundamentals of the company.

 

Natural disasters and geo-political events could adversely affect our business.

 

Natural disasters, including hurricanes, cyclones, typhoons, tropical storms, floods, earthquakes and tsunamis, weather conditions, including winter storms, droughts and tornadoes, whether as a result of climate change or otherwise, and geo-political events, including civil unrest or terrorist attacks, that affect us, or other service providers could adversely affect our business.

 

We do not expect to pay dividends in the future; any return on investment may be limited to the value of our common stock.

 

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to increasing our capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of our common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our board of directors. If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if its stock price appreciates.

 

Our issuance of additional shares of Common Stock, or options or warrants to purchase those shares, would dilute your proportionate ownership and voting rights.

 

We are entitled under our articles of incorporation to issue up to 500,000,000 shares of common stock. We have, as of the date of this Offering Circular, 98,250,000 issued and outstanding share of Common Stock. Our board may generally issue shares of common stock, preferred stock, options, or warrants, without further approval by our shareholders based upon such factors as our board of directors may deem relevant at that time. It is likely that we will be required to issue a large amount of additional securities to raise capital to further our development. It is also likely that we will issue a large amount of additional securities to directors, officers, employees and consultants as compensatory grants in connection with their services, both in the form of stand-alone grants or under our stock plans. We cannot give you any assurance that we will not issue additional shares of common stock, or options or warrants to purchase those shares, under circumstances we may deem appropriate at the time.

 

 

 

  10  

 

 

The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to 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 provisions that eliminate the liability of our directors for monetary damages to our company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with our directors, officers and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers and employees for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit our company and shareholders.

 

We may become involved in securities class action litigation that could divert management’s attention and harm our business.

 

The stock market in general, and the shares of early stage companies in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of the companies involved. If these fluctuations occur in the future, the market price of our shares could fall regardless of our operating performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

 

As a public company, we may also from time to time make forward-looking statements about future operating results and provide some financial guidance to the public markets. Our management has limited experience as a management team in a public company and as a result, projections may not be made timely or set at expected performance levels and could materially affect the price of our shares. Any failure to meet published forward-looking statements that adversely affect the stock price could result in losses to investors, stockholder lawsuits or other litigation, sanctions or restrictions issued by the SEC.

 

Our common stock will be deemed a “penny stock,” which will make it more difficult for our investors to sell their shares.

 

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

 

 

  11  

 

 

As an issuer of a “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

 

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

 

Securities analysts may elect not to report on our common stock or may issue negative reports that adversely affect the stock price.

 

At this time, no securities analysts provide research coverage of our common stock, and securities analysts may not elect to provide such coverage in the future. It may remain difficult for our company, with its small market capitalization, to attract independent financial analysts that will cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the stock’s actual and potential market price. The trading market for our common stock may be affected in part by the research and reports that industry or financial analysts publish about our business. If one or more analysts elect to cover our company and then downgrade the stock, the stock price would likely decline rapidly. If one or more of these analysts cease coverage of our company, we could lose visibility in the market, which, in turn, could cause our stock price to decline. This could have a negative effect on the market price of our common stock.

 

A reverse stock split may decrease the liquidity of the shares of our common stock.

 

The liquidity of the shares of our common stock may be adversely affected by a reverse stock split given the reduced number of shares that will be outstanding following a reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split.

 

Following a reverse stock split, the resulting market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

 

Although we believe that a higher market price of our common stock may help generate greater or broader investor interest, we cannot assure you that a reverse stock split will result in a share price that will attract new investors.

 

We are classified as an “emerging growth company” as well as a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

 

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, and (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

 

 

  12  

 

 

Notwithstanding the above, we are also currently a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

 

Because directors and officers currently and for the foreseeable future will continue to control Aureus Inc., it is not likely that you will be able to elect directors or have any say in the policies of Aureus Inc.

 

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. The directors, officers and affiliates of Aureus Inc. beneficially own a majority of our outstanding common stock voting rights. Due to such significant ownership position held by our insiders, new investors may not be able to affect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management.

 

In addition, sales of significant amounts of shares held by our directors, officers or affiliates, or the prospect of these sales, could adversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

Since we intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends for the foreseeable future.

 

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

 

Risks Relating to Our Company and Industry

 

The following risks relate to our proposed business and the effects upon us assuming we obtain financing in a sufficient amount.

 

Intellectual property rights claims may adversely affect an investment in us.

 

We are not aware of any intellectual property claims that may prevent us from operating; however, third parties may assert intellectual property claims relating to our technology. Regardless of the merit of an intellectual property or other legal action, any legal expenses to defend or payments to settle such claims would be extremely expensive and be borne by us. Additionally, a meritorious intellectual property claim could prevent us from operating and force us to liquidate. As a result, an intellectual property claim against us could adversely affect an investment in us.

 

Statements Regarding Forward-looking Statements

______

 

This Disclosure Statement contains various "forward-looking statements." You can identify forward-looking statements by the use of forward-looking terminology such as "believes," "expects," "may," "will," "would," "could," “should," "seeks," "approximately," "intends," "plans," "projects," "estimates" or "anticipates" or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.

 

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled "Risk Factors."

 

 

 

  13  

 

 

USE OF PROCEEDS

_______

 

If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses of $70,000) will be $500,000. We will use these net proceeds for the following.

 

Percentage of
Offering Sold

 

   

Offering
Proceeds

 

    Approximate
Offering
Expenses
    Total Net
Offering
Proceeds
    Principal Uses
of Net
Proceeds
                        Bank Debt $47,000
                        Production/Inventory $47,000
                        SG&A $14,500
                        Marketing/Promotions $7,000
                                New Product Development $7,000
  25.00%     $ 142,500     $ 20,000     $ 122,500   $ 122,500

 

If 50% of the Shares offered are sold:

 

Percentage of
Offering Sold

 

   

Offering
Proceeds

 

    Approximate
Offering
Expenses
    Total Net
Offering
Proceeds
    Principal Uses
of Net
Proceeds
                        Bank Debt $100,000
                        Production/Inventory $100,0000
                        SG&A $26,000
                        Marketing/Promotions $12,000
                                New Product Development $12,000
  50.00%     $ 285,000     $ 35,000     $ 250,000   $ 250,000

 

If 75% of the Shared offered are sold:

 

Percentage of
Offering Sold

 

   

Offering
Proceeds

 

    Approximate
Offering
Expenses
    Total Net
Offering
Proceeds
    Principal Uses
of Net
Proceeds
                        Bank Debt $145,000
                        Production/Inventory $145,000
                        SG&A $40,500
                        Marketing/Promotions $21,000
                                New Product Development $21,000
  75.00%     $ 427,500     $ 55,000     $ 372,500   $ 372,500

 

If 100% of the Shares offered are sold:

 

Percentage of
Offering Sold

   

Offering
Proceeds

    Approximate
Offering
Expenses
    Total Net
Offering
Proceeds
    Principal Uses
of Net
Proceeds
                        Bank Debt $200,000
                        Production/Inventory $200,000
                        SG&A $50,000
                        Marketing/Promotions $25,000
                                New Product Development $25,000
  100.00%     $ 570,000     $ 70,000     $ 500,000   $ 500,000

 

 

 

  14  

 

 

As indicated in the table above, if we sell only 75%, or 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.

 

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

 

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

 

 

 

 

 

 

 

 

 

 

 

 

 

  15  

 

 

DILUTION

______

 

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

 

Our historical net tangible book value as of March 31, 2019 was a deficit of $432,675 or $(0.004) per share based on the 98,250,000 shares of our Common Stock outstanding on May 15, 2019. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

 

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering (after deducting estimated offering expenses of $500,000, $375,000, $250,000 and $125,000, respectively):

 

 

Percentage of shares offered that are sold     100%       75%       50%       25%  
                                 
Price to the public charged for each share in this offering   $ 0.015     $ 0.015     $ 0.015     $ 0.00  
                                 
Historical net tangible book value per share as of March 31, 2019   $ (0.004 )   $ (0.004 )   $ (0.004 )   $ (0.004 )
                                 
Increase in net tangible book value per share attributable to new investors in this offering (2)   $ 0.005     $ 0.004     $ 0.003     $ 0.002  
                                 
Net tangible book value per share, after this offering   $ 0.001     $ 0.000     $ 0.000     $ (0.000 )
                                 
Dilution per share to new investors   $ 0.014     $ 0.016     $ 0.017     $ 0.018  

 

 

 

 

 

 

 

  16  

 

 

DISTRIBUTION

 

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

 

Pricing of the Offering

 

Prior to the Offering, there has been a limited public market for the Offered Shares. The initial public offering price was determined by the board of directors. The principal factors considered in determining the initial public offering price include:

 

· the information set forth in this Offering Circular and otherwise available;
· our history and prospects and the history of and prospects for the industry in which we compete;
· our past and present financial performance;
· our prospects for future earnings and the present state of our development;
· the general condition of the securities markets at the time of this Offering;
· the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
· other factors deemed relevant by us.

 

Offering Period and Expiration Date

 

This Offering will start on or after the Qualification Date and will terminate if the Maximum Offering is reached or, if it is not reached, on the Termination Date.

 

Procedures for Subscribing

 

When you decide to subscribe for Offered Shares in this Offering, you should go to our website, click on the "Invest Now" button and follow the procedures as described.

 

1. Electronically receive, review, execute and deliver to us a subscription agreement; and

 

2. Deliver funds directly by wire or electronic funds transfer via ACH to the specified account maintained by us.

 

 

 

  17  

 

 

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

 

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement and the funds required under the subscription agreement, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

 

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the shares subscribed at closing. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

 

No Escrow

 

The proceeds of this offering will not be placed into an escrow account. We will offer our Common Stock on a best efforts basis primarily through an online platform. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

 

 

 

 

 

 

 

 

 

 

 

  18  

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

This Offering Circular contains forward-looking statements. For this purpose, any statements contained in this Offering Circular that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

 

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws. Unless stated otherwise, terms such as the “Company,” “US Highland,” “we,” “us,” “our,” and similar terms shall refer to US Highland, Inc., an Oklahoma corporation, and its subsidiaries.

 

Results of Operations

 

The three-months ended March 31, 2019 compared to the three-months ended March 31, 2018

 

Revenues

 

The Company had no revenues.

 

Operating Expenses

 

General and administrative expenses increased from $27,176 for the three months ended March 31, 2018 to $8,183 for the three months ended March 31, 2019.

 

Net Loss

 

For the three months ended March 31, 2019, we had net loss of $13,818 compared to a net loss of $32,307 for the three months ended March 31, 2018.

 

 

 

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Liquidity and Capital Resources

 

The Company's cash position rose from $687 on March 31, 2018 to $2,290 on March 31, 2019.

 

Going Concern

 

The Company has no revenues and has incurred net losses. In addition, at March 31, 2019, there was an accumulated deficit of $516,425. These factors raise substantial doubt about the Company's ability to continue as a going concern.

 

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or available from external sources such as debt or equity financings, or other potential sources. The inability to generate cash flow from operations or to raise capital from external sources will force the Company to substantially curtail and cease operations, therefore, having a material adverse effect on its business. Furthermore, there can be no assurance that any funds, if available, will possess attractive terms or not have a significant dilutive effect on the Company's existing stockholders.

 

Off Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements.

 

 

 

 

 

 

 

 

 

 

 

 

  20  

 

 

BUSINESS

________

 

Aureus Inc.

 

Aureus Inc. (“Aureus” “ARSN,” “we,” or the “Company”) was incorporated in Nevada on September 5, 2017. Our offices are located at 1170 Peachtree Street #1200, Atlanta, GA 30309. Our website is located at www.aureusgold.com. Our telephone number is (877) 448-6321 and our email address is info@aureusgold.com.

 

We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

 

We are a food brand development company that builds and represents popular food concepts throughout the United States as well as international markets. Management is highly experienced at business integration and re-branding potential. With little territory available for the older brands we intend to bring to our customers fresh innovative brands that have great potential. All of our brands will be unique in nature as we focus on niche markets that are still in need of developing.

 

History

 

Aureus Incorporated (the “Company”) was incorporated in the state of Nevada on April 19, 2013. The Company was organized to develop and explore mineral properties in the state of Nevada. The Company is currently in active status in the state of Nevada.

 

Aureus Inc. is a food brand development company focused on acquiring and growing well-established food brands. We will acquire operating businesses that produce revenue. These businesses will generally be in the food production and food service space. 

 

Our First Acquisition – Yuengling's Ice Cream

 

The Yuengling Family began making ice cream in 1920 when Frank D. Yuengling, President of D.G. Yuengling & Sons Brewery, started a separate company - Yuengling’s Ice Cream - to keep the Yuengling Brewery solvent despite the onset of Prohibition. In 1935, upon the repeal of Prohibition, Frank transferred ownership to son, Frederick G. Yuengling, and, from 1963 to 1985, Frederick’s eldest son, Frederick G. Yuengling, Jr., proudly produced ice cream, serving up generations of memories for folks in and around Pennsylvania.

 

In 2014, after a near 30 year absence from store shelves, Frederick G. Yuengling Jr.’s son, David Yuengling, and Rob Bohorad relaunched the Yuengling’s Super Premium Ice Cream brand through regionally focused Retail, Wholesale and Food Service channels in and around the Keystone State.

 

Looking ahead to 2019,Yuenglings Ice Cream agreed to be acquired by Aureus, Inc. The Aureus/Yuenglings union provides the capital needed to address our organic expansion plans, tactically reduce accounts payable and iii) dramatically reduce the Parent Co. debt. All of there activities managed and overseen by our team of C-level corporate finance, turn around, marketing, logistics & transport specialists to help guide this nationally recognized, award winning, high value, exceptional quality Super Premium artisan ice cream brand to profitability by 2020!

 

Our first acquisition, is the operating assets of Yuengling's Inc Cream Corp. Developed by American businessman Frank D. Yuengling as a dairy business to help support the Yuengling family brewery during the 1920s Prohibition period, Yuengling's Ice Cream has a strong tradition of making exceptional gourmet ice cream products in central Pennsylvania. This fan-favorite brand continues advancing its legacy and its renowned dairy quality, by using locally sourced dairy ingredients that contain no added hormones.

 

The Acquisition

 

One March 26, 2019, Aureus agreed to buy substantially all of the assets of Yuengling's Ice Cream Corp. The assets will be placed in a subsidiary of Aureus. The consideraton for the purchase is a $150,000 promissory note pavable over 24 months, plus the assumption of the secured indebtedness of the Company and such other obligations of the Company as the Aureus subsidiary may elect in its sole discretion.

 

 

 

  21  

 

 

To date, $90,000 of the principal amount of the promissory note has been remitted to the Yuengling by Aureus, and Aureus may remit addition principal to the Company prior to the Closing Date, which will reduce the outstanding principal amount of the promissory note.

 

The existing shareholders of Yuengling will have the right to exchange their stock in the Aureus subsidiary at any time after six months from the Closing Date into $1,200,000 of the common stock of Aureus, valued at its volume weighted average sales price for the twenty (20) trading days preceding the date of the Closing.

 

Yuengling's 2017 and 2018 financial statements are given below. It is important to note that Aureus is only acquiring the assets of Yuengling.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  22  

 

 

Yuenglings Ice Cream Corporation

Balance Sheets

As of December 31, 2018 and 2017

(unaudited)


    December 31, 2018     December 31, 2017  
ASSETS            
Current Assets                
Cash   $ 89,062     $ 87,180  
Accounts receivable     (436,779 )     (404,984 )
Inventory     344,809       378,864  
Other Current Assets     430       300  
Total Current Assets     (2,478 )     61,309  
Total Fixed Assets     240,169       240,169  
TOTAL ASSETS   $ 237,691     $ 301,478  
                 
LIABILITIES AND EQUITY                
Liabilities                
Total current liabilities     4,567,047       4,029,368  
Total Long Term Liabilities     1,027,998       1,129,531  
Total Liabilities     5,595,045       5,158,899  
                 
Equity                
Treasury stock     (59,200 )     (59,200 )
Retained earnings     (5,883,640 )     (5,095,547 )
Paid in capital     1,335,419       1,085,419  
Net income     (749,934 )     (1,788,093 )
Total Equity     (5,537,354 )     (4,857,421 )
TOTAL LIABILITIES AND EQUITY   $ 237,691     $ 301,475  

 

 

 

  23  

 

 

Yuenglings Ice Cream Corporation

Income Statements

(unaudited)

 

    For the
year ended
December 31, 2018
    For the
year ended
December 31, 2017
 
INCOME            
Total Sales   $ 786,496     $ 1,952,361  
                 
Total Income     687,371       691,999  
Total Cost of Goods Sold     476,276       102,666  
                 
Gross Profit     211,094       (330,607 )
Total Expense     678,331       1,245,752  
                 
Net Ordinary Income     (437,237 )     (1,576,360 )
                 
Other Income/Expense                
Total Other Income     256       848  
Total Other Expense     282,953       212,581  
                 
Net Other Income     (282,697 )     (211,733 )
                 
Net Income   $ (749,934 )   $ (1,788,093 )

 

 

 

 

 

 

 

 

  24  

 

 

Yuengling Mission Statement

 

Our mission is to provide the highest quality ice cream and dairy-related products to our consumers, offer an enjoyable work environment for our employees, establish lasting relationships with our customers and vendors that are centered on trust, strive to surpass our customers’ expectations, always act ethically, and give back to the communities that support us.

 

Brand Strengths

 

Yuenglin is an American and family owned company with high brand recognition & loyalty. Its products are considered in the super premium category and are all natural. Yuengling exceeds whole foods market® ingredient quality standards. The product is Kosher with no added growth hormones, steroids or antibiotics.

 

Yuengling is a strong, recognized brand with a long, positive family history, an experienced management team and Board of Directors. We are smaller and more responsive than larger competitors.

 

At a time when national brands continue to reduce the quality of their offerings and downsize their products, Yuengling’s products compare favorably, providing good “value” to our customers, and regularly out-perform competitors in samplings. We offer innovative new products and flavors.

 

Operating Strategy

 

The Yuengling operating strategy is three-phased centering on development and acceptance in a defined core area; expanding once specific volume and metrics are attained. The company has accomplished Phase One and Two and since mid-2015, has been executing Phase Three.

 

Marketing

 

The core marketing area is defined as the area from Scranton, Pennsylvania in the North, central Virginia in the South, Pittsburgh, Pennsylvania to the West, and the New Jersey shore to the East. We offer higher than average overall margins for retailers.

 

We originally focused on forming an on-going relationship with a strong local super premium ice cream manufacturer and utilization of certain industry contacts that allowed initial platform development and flavor testing. Then we established critical mass distribution as well as specific consumer acceptance levels in the defined core marketing area. This was accomplished through brand promotion at store level and top of mind focused marketing programs, including large scale and small scale direct consumer product sampling. We are now expanding and establishing the brand outside the core marketing area. Our first expansion was in New England, Western Pennsylvania/Ohio, and North Carolina, South Carolina and Georgia.

 

Development Strategy

 

Our development strategy began with market entry in February, 2014. The target was to establish distribution in retail grocery stores within the core marketing area with six quart flavors of ice cream per store.

 

The brand is a slight bargain compared to super premium brands such as Ben & Jerry’s and Haagen-Dazs and on par with other brands such as Gifford’s. The promotional pricing strategy depends upon the retailer with the brand positioned as a super premium offering. We sometimes engage in short-term Every Day Low Price (“EDLP”) program pricing in an effort to undermine the existing premium and super premium players.

Distribution is warehouse based.

 

 

 

  25  

 

 

Production

 

Production currently is being done at Hunter Farms in High Point, NC and the Galliker Dairy Company in Johnstown, PA. Hunter Farms and Galliker Dairy produce ice cream for several other national and regional brands. These locations are advantageous for delivery to our current retailers and for further expansion. They have high quality, modern facilities that allows us to produce at cost effective rates.

 

Product Specifications

 

Our packaging consists of six quarts to a case and eight pints to a case. We offer super premium butterfat (14%) basis with super premium flavorings and super premium ingredients. Our products have high solids and mid-range weight (50% over-run/air) for a super premium mouth feel.

 

Product History

 

In February, 2014 Yuengling’s brand was launched in quart containers in ten flavors. Quarts were the best way to gain access to shelf space without displacing an existing 48oz or 16oz products. In October, 2014 we launched two seasonal flavors and we added four new flavors in February, 2015. In July, 2015 we launched six pint flavors in 800 Ahold stores and began 3 gallon tub food service sales. In May, 2016 we were granted trademark for “Black & Tan” for ice cream category, and in September, 2016 we were granted trademark for “Butterbeer” for ice cream category.

 

Primary Retail Competitors

 

At the national level, the primary retail competitors are Ben & Jerry’s and Haagen Dazs. At the regional level the primary retail competitors are Giffords (Maine), Graeter’s (Ohio), and Turkey Hill (Pennsylvania).

 

Primary Advantages

 

We have a higher quality than most national brands, comparable to Ben & Jerry’s and Haagen Dazs. We have better value to consumers in terms of cost per ounce. We have new and different flavors, strong brand loyalty, and close relationships with retailers.

 

The Aureus / YIC - Online + Yuengling’s Super Premium Ice Cream Brand & Product Specifications

 

American Sourced

 

Yuengling’s Ice Cream uses a high Super Premium butterfat (14%) base that is then paired with America’s finest artisan flavorings and inclusions (12%).

Yuengling’s Ice Cream contains no added Growth Hormones, Steroids or Antibiotics.

Yuengling’s Ice Cream is rBST / rBGH free, KOSHER and 15 of our 17 flavors are GLUTEN FREE.

 

American Made

 

Yuengling’s Ice Cream is produced at high quality, modern FDA compliant facilities in Johnstown, PA and High Point, NC. The Yuengling’s recipe contains high solids and mid-range weight (50% over-run / air) for a gourmet mouth feel. Yuengling’s Ice Cream is a PA Preferred brand and exceeds the Whole Foods Market® Ingredient Quality Standards.

 

 

 

  26  

 

 

American Served

 

Yuengling’s Ice Cream is offered at select Universities, Restaurants, Professional Stadiums, local Grocers and upscale Convenience Stores. We offer packaging for a range of consumers including 3 Gallon Tubs (Food Service), 6 Quarts per case (Food Service + Retail + Online) and 8 Pints per case (Universities, Stadiums + Retail + Online). Yuengling’s Ice Cream is American and Family owned since 1920.

 

THE BRAND LINE UP: Current Flavors - PINTS & TUBS

 

Yuengling’s Super Premium Ice Cream uses a super premium butterfat (14%) basis combined with American sourced ingredients and inclusions (12%) that include no added growth hormones, steroids or antibiotics and mid range weight (50% overrun / air) to produce a super premium palette taste and feel. All of our Super Premium Ice Cream flavors are Kosher and Yuengling’s Super Premium Ice Cream is Amercian made in High Point, NC and in Johnstown, PA. Proudly American served, Yuengling’s Super Premium Ice Cream is now expanding its distribution across the USA.

 

Black and Tan - A Swirl of Rich Belgian Chocolate Ice Cream & Salty Caramel Ice Cream.

Butterbeer – Butter Cream Ice Cream and Butterscotch Ice Cream with a Butterscotch Swirl.

Vanilla Fudge Chunk with Pretzels - Madagascar Vanilla Ice Cream, Fudge Swirl, Chocolate Chips & Chocolate Covered Pretzels.

Vanilla - Creamy and Sweet Madagascar Vanilla.

Original Sea Salt Caramel Swirl - Sea Salt Caramel Ice Cream with rich Caramel Swirls.

Peanut Butter Cup - Rich Belgian Chocolate + Peanut Butter Ice Creams with Peanut Butter Swirls & Peanut Butter Cup pieces.

Root Beer Float - Traditional Old Fashioned Root Beer Float.

Espresso Chocolate Chip - Dark Coffee Ice Cream with Rich Espresso Chocolate Chips.

Cherry Vanilla Chunk - Cherry Vanilla Ice Cream with Cherry Chunks and Large Dark Chocolate Chips.

Cookies & Cream - Vanilla Ice Cream with Old Fashioned Dark Chocolate Cookie pieces.

Cinnamon Churro - Madagascar Vanilla Ice Cream with Baked Churro Pieces and a Cinnamon Swirl.

Teaberry – A Mountainous Teaberry Plant yields bright Pink, Sweet, Tart and Minty old fashioned Ice Cream.

Strawberry – Strawberry Ice Cream with fresh Strawberry pieces.

 

THE BRAND LINE UP: Specialty Flavors - PINTS & TUBS

 

Yuengling’s Super Premium Ice Cream uses a super premium butterfat (14%) basis combined with American sourced ingredients and inclusions (12%) that include no added growth hormones, steroids or antibiotics and mid range weight (50% overrun / air) to produce a super premium palette taste and feel. All of our Super Premium Ice Cream flavors are Kosher and Yuengling’s Super Premium Ice Cream is American made in High Point, NC and in Johnstown, PA. Proudly American served, Yuengling’s Super Premium Ice Cream is now expanding its distribution across the USA.

 

Teaberry (PINTS) - A Mountainous Teaberry Plant yields bright Pink, Sweet, Tart and Minty old fashioned Ice Cream. *

Chocolate (TUBS) - Rich Belgian Chocolate Ice Cream. *

Mint Chocolate Chip (TUBS) - Mint Ice Cream with Rich Chocolate Chips. *

Vanilla Chocolate Chip (TUBS) - Madagascar Vanilla Ice Cream with Rich Chocolate Chips. *

Chocolate Marshmallow (TUBS) - Rich Belgian Chocolate Ice Cream with Creamy Marshmallow Swirl. *

 

* Denotes Product is Gluten Free

 

 

 

  27  

 

 

Brand & Flavor Awards

 

Yuengling’s Madagascar Vanilla Super Premium Ice Cream received the 2016 Gold Medal at the L.A. International Dairy Competition in the "Premium Vanilla Ice Cream" category.

 

Yuengling’s Cinnamon Churro Super Premium Ice Cream was selected by the Supermarket Guru - one of America’s most trusted food critics and influencers - a Hit Product Seal™ and was appointed “Pick of the Week” with a score of 94/100.

 

Yuengling’s Cherry Vanilla Chunk Super Premium Ice Cream received the Wisconsin Dairy Products Association - 1st Place Award at the World Dairy Expo Championship in the ”Dairy Products - Open Class: Flavored Fruit and or Nut Ice Cream" category and earned a near-perfect score of 99.8.

 

In 2018, Yuengling’s Ice Cream had 9 of it’s 14 flavors selected as part of a distribution partnership with Goldbelly, the largest online purveyor of artisan, gourmet and specialty foods in the US.

 


Seasonality

 

We may experience seasonality in our business.

 

Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

Facilities

 

As of March 31, 2019, the Company currently has no ownership or leases of property. The Company’s business mailing address is 1170 Peachtree Street, Suite 1200, Atlanta, Georgia 30309. The Company’s primary phone number is (877) 448-6321.

 

Employees

 

As of March 31, 2019, we had two employees, including officers and directors. We believe that we have been successful in attracting experienced and capable personnel. All our employees have entered agreements with us requiring them not to compete or disclose our proprietary information. Our employees are not represented by any labor union. We believe that relations with our employees are excellent.

 

 

 

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MANAGEMENT

______

 

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of March 31, 2019:

 

Name and Principal Position   Age     Term of Office     Approximate
per week for
Part-Time Employees
 
Everett Dickson – President, Chairman     55       Since December 2018       40  

 

Everett Dickson – President, Chairman

 

Mr. Dickson serves as our Chairman and President. Since 2017, Mr. Dickson has served as CEO and CFO at Cruzani, Inc., a publicly traded Food Service Company. Mr. Dickson has extensive Board, Corporate Finance, Restructuring and Capital Markets experience having worked, most recently, in the food service and moist tobacco industries. From 2005 through 2011, Mr. Dickson’s work was focused on MBO / LBO opportunities in the restaurant sector and on assisting start up companies in the alternative fuels industry.

 

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

 

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

 

Executive officers are appointed by, and serve at the pleasure of, the Board of Directors of the Company, subject to any contractual arrangements.

 

The Aureus / Yuenglings Proposed Executive Team

 

Everett Dickson - Chairman & CEO: Mr. Dickson serves as our Chairman and CEO. Since 2017, Mr. Dickson has served as CEO and CFO at Cruzani, Inc., a publicly traded Food Service Company. Mr. Dickson has extensive Board, Corporate Finance, Restructuring and Capital Markets experience having worked, most recently, in the food service and moist tobacco industries. From 2005 through 2011, Mr. Dickson’s work was focused on MBO / LBO opportunities in the restaurant sector and on assisting start up companies in the alternative fuels industry.

 

David Yuengling - Vice Chairman: David will hold the position of Vice Chairman and is the founder of Yuengling’s Ice Cream. Prior to relaunching the Family’s ice cream brand in 2014, David enjoyed a 30 year career in computer consulting specializing in computer programming, business analysis and software design services for companies in the Manufacturing, Distribution, Banking, Insurance and Federal / State Government sectors. The former President of Yuengling Dairy Products, where he worked summers in high school and college, David is a proud graduate of Dickinson College (BS - Computer Science) and Philadelphia, PA based St. Joseph's University, where he earned his MBA.

 

Robert C. Bohorad - Controller: Rob will serve as our Controller and is the co-founder of Yuengling’s Ice Cream. Rob has 20+ years of experience working for companies in various stages of their life cycles. Rob previously ran his own logistics, tracking and security solutions consulting practice aside mentoring several start-up and early-stage companies. Throughout his career, Rob has worked in numerous capacities, including business + strategic development, marketing, finance, accounting, operations and HR. Rob brings broad industry experience, with particular focus in medical devices and software.  Rob is a graduate of the University of Pennsylvania Wharton School and received his MBA from Fordham University.

 

 

 

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Director Independence

 

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the Board of Directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.”

 

Family Relationships

 

There are no familial relationships among any of our directors or officers.

 

Involvement in Certain Legal Proceedings

 

None of our directors or executive officers has been involved in any of the following events during the past ten years: any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Audit Committee

 

We currently do not have a separately standing Audit Committee due to our limited size and our Board performs the functions that would otherwise be performed by an Audit Committee.

 

Compensation Committee

 

The Company does not have a Compensation Committee due to our limited size and our Board performs the functions that would otherwise be performed by a Compensation Committee. Our Board intends to form a Compensation Committee when needed.

 

Other Committees

 

We do not currently have a separately-designated standing nominating committee. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or to have more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities accordingly.

 

Potential Conflicts of Interest

 

Because we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have a financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only five directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

 

Significant Employees

 

We do not have any significant employees other than our current executive officer and director named in herein.

 

 

 

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EXECUTIVE COMPENSATION

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Employment Agreements

 

Mr. Dickson has entered into an employment agreement with the Company for a term of five years. Pursuant to their employment agreements, he has agreed to devote a substantial portion of his business and professional time and efforts to our business. The employment agreement provides that he shall receive a salary determined by the Board of Directors commensurate with the development of the Company. He may be entitled to receive, at the sole discretion of our Board of Directors or a committee thereof, bonuses based on the achievement (in whole or in part) by the Company of our business plan and achievement by him of fixed personal performance objectives.

 

The following table represents information regarding the total compensation our officers and directors of the Company as of March 31, 2019:

 

Name and Principal Position   Cash Compensation     Other Compensation     Total Compensation  
Everett Dickson – President, Director (1)   $ 0.00     $ 0.00     $ 0.00  
Total   $ 0.00     $ 0.00     $ 0.00  

 

(1) Consists of shares awarded at par value for compensation.

 

Disclosure of Conflicts of Interest

 

There are no conflicts of interest between the Company and any of its officers or directors

 

Disclosure of Conflicts of Interest

 

There are no conflicts of interest between the Company and any of its officers or directors.

 

Board Composition

 

Our board of directors currently consists of one member. Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

 

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

 

Board Leadership Structure and Risk Oversight

 

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

 

Code of Business Conduct and Ethics

 

Prior to one year from the date of this Offering's qualification, we will be adopting a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We will post on our website a current copy of the code and all disclosures that are required by law or market rules in regard to any amendments to, or waivers from, any provision of the code.

 

 

 

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PRINCIPAL STOCKHOLDERS

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The following sets forth information with respect to the beneficial ownership of each class of our voting securities as of March 31, 2019, by (i) each of our directors and executive officers, (iii) all of our directors and executive officers as a group and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding voting capital stock. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our capital stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.

 

Common Stock

 

Name and Address   Shares Held     Percentage of Common
Stock
    Percentage of Common Stock Assuming All Shares
are Sold
 

Cede & Co. Fast Balance

570 Washington Blvd

5th Floor

Jersey City, NJ 07310

    71,400,000       87.0%       59.5%  

Green Coast Capital
International Sa

Plz 2000 10th Fl 50th St
Panama City

Rep Of Panama

    8,000,000       9.8%       6.7%  

Common Sense Holdings Limited Manex 9 Castle Court

2 Castle Gate Way Dudley, Wm DY14RD

    4,275,000       5.2%       3.6%  
Total     83,675,000                  

 

 

Preferred Stock

 

Name and Address   Shares Held   Percentage of Preferred Stock  

Everett Dickson

1170 Peachtree Street #1200

Atlanta, GA 30309

  5,000,000   100.0%  

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We have not adopted any equity compensation plans.

 

 

 

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RELATED TRANSACTIONS

 

Other than as given below, since the beginning of December 31, 2016, there have been no transactions and there are no currently proposed transaction, in which the Company was or is to be a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of any of those persons.

 

On December 21, 2018, pursuant to a Stock Purchase Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings International, Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for a total of $15,000. Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of the Stock Purchase Agreement on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the Company.

 

Mr. Dickson subsequently exchanged his Common Stock for 5,000,000 shares of the Company's Series A Convertible Preferred Stock.

 

 

 

 

 

 

 

 

 

 

 

 

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DESCRIPTION OF SECURITIES

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The Common Stock

 

We are authorized to issue 1,000,000,000 shares of Common Stock, $0.001 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering and conversion of any Preferred Stock, are, and will be, fully paid, validly issued and non-assessable.

 

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so, and in that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors. No holder of shares of capital stock possessing voting power shall have the right to cumulate his or her voting power in the election of directors.

 

At each meeting of holders of shares of capital stock for the election of directors at which a quorum is present, a nominee for election as a director in an uncontested election shall be elected to the board of directors if the number of votes cast for such nominee's election exceeds the number of votes cast against such nominee's election. Abstentions will not be considered votes cast for or against a nominee at the meeting. Notwithstanding the foregoing, if the number of candidates exceeds the number of directors to be elected, then, in that election, the nominees receiving the greatest number of votes shall be elected.

 

An "uncontested election" means any meeting of holders of shares of capital stock at which the number of nominees does not exceed the number of directors to be elected and with respect to which no holder of capital stock has submitted notice of an intent to nominate a candidate for election at such meeting in accordance with the by-laws, as they may be amended from time to time, or, if such a notice has been submitted with respect to such meeting, on or before the tenth day prior to the date that the corporation files its definitive proxy statement relating to such meeting with the Securities and Exchange Commission (regardless of whether or not it is thereafter revised or supplemented), each such notice with respect to such meeting has been (a) withdrawn by its respective submitting stockholder in writing to the secretary of the corporation, (b) determined not to be a valid and effective notice of nomination (such determination to he made by the Board of Directors (or a designated committee thereof) pursuant' to the by-laws, or, if challenged in court, by final court order) or (c) determined not to create a bona fide election contest by the Board of Directors (or a designated committee thereof).

 

No holder of shares of stock of the corporation shall be entitled as of right to purchase or subscribe for any part of any unissued stock of this corporation or of any new or additional authorized stock of the corporation of any class whatsoever, or of any issue of securities of the corporation convertible into stock, whether such stock or securities be issued for money or for a consideration other than money or by way of dividend, but any such unissued stock or such new or additional authorized stock or such securities convertible into stock may be issued and disposed of to such persons, firms, corporations and associations, and upon such terms as may be deemed advisable by the board of directors without offering to stockholders then of record or any class of stockholders any thereof upon the same terms or upon any terms.

 

The Company has never paid any dividends to shareholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all Preferred Stock dividends are paid in full.

 

 

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Preferred Stock

 

We are authorized to issue Preferred Stock: Total shares authorized: 10,000,000 as of March 31, 2018 of which 5,000,000 shares have been issued.

 

The powers, preferences, rights, qualifications, limitations and restrictions pertaining to the Preferred Stock, or any series thereof, shall be such as may be fixed, from time to time, by the Board in its sole discretion. Authority to do so being hereby expressly vested in the Board. The authority of the Board with respect to each such series of Preferred Stock will include, without limiting the generality of the foregoing, the determination of any or all of the following:

 

The number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series: (1) the voting powers, if any, of the shares of such series and whether such voting powers are full or limited: (2) the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid; (3) whether dividends, if any, will be cumulative or noncumulative, the dividend rate or rates of such series and the dates and preferences of dividends on such series: (4) the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of. the Corporation: (5) the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes of any other series of the same other any other class or classes of stock or any other security, of the Corporation or any other corporation or entity, and the rates or other determinants of conversion or exchange applicable thereto; (6) the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity; (7) the provisions, if any. of a sinking fund applicable to such series: and (8) any other relative, participating, optional or other powers, preferences or rights, and any qualifications, limitations or restrictions thereof. of such series. 

 

Series A Convertible Preferred Stock

 

We have designated Five Million (5,000,000) shares of Preferred Stock the Series A Convertible Preferred Stock with a par and stated value of $0.001 per share.

 

The holders of the Series A Convertible Preferred Stock are not be entitled to receive any dividends.

 

In the event of any voluntary or involuntary liquidation. dissolution, or winding up of the Corporation. the holders of shares of the Series A Non Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders. whether from capital. surplus or earnings. an amount equal to Two Thirds (2/3) of the assets so distributed.

 

Except as otherwise required by law or by the Articles of Incorporation and except as set forth below. the outstanding shares of Series A Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series A Convertible Preferred Stock outstanding and as long as at least one of such shares of Series A Convertible Preferred Stock is outstanding shall represent Sixty Six and Two Thirds Percent (66 2/3%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Convertible Preferred Stock shall represent its proportionate share of the 66 2/3% which is allocated to the outstanding shares of Series A Convertible Preferred Stock.

 

The Corporation will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation. merger, dissolution. issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms lo be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Articles of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series A Non Convertible Preferred Stock against impairment.

 

The Series A Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation. and any other class or series of stock of the Corporation which by its terns shall rank junior to the Series A Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series A Convertible Preferred Stock.

 

 

 

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So long as any shares of Series A Convertible Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series A Convertible Preferred Stock, or (ii) amend the provisions of this section; in each case, without first obtaining the approval by vote or written consent. in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series A Convertible Preferred Stock, as to changes affecting the Series A Convertible Preferred Stock.

 

The shares of the Series A Convertible Preferred Stock are not redeemable.

 

So long as any shares of Series A Non..Convertible Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series A Convertible Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series A Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series A Convertible Preferred Stock; (c) create any new class or series of capital stock having a preference over the Series A Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined, '"Senior Securities; (d) create any new class, or series of capital stock ranking pari passu with the Series A Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation {as previously defined ''Pari Passu Securities"); (e) increase the authorized number of shares of Series A Convertible Preferred Stock; (f) issue any shares of Series A Convertible Preferred Stock other than pursuant to the Securities .Purchase Agreement with the original parties thereto; (g) issue any additional shares of Senior Securities; or (h) or declare or pay any cash dividend or distribution on. any Junior Securities.

 

If holders of at least a majority of tho then outstanding shares of Series A Convertible Preferred Stock agree to allow the Corporation to alter or change die rights. preferences or privileges of the shares of Series A Convertible Preferred Stock, then the Corporation shall deliver notice of such approved change to the Holders of the Series A Convertible Preferred Stock that did not agree to such alteration or change (the “Dissenting Shareholders").

 

If at any time or from time to time there shall be (i) a merger, or consolidation of the Corporation with or into another corporation. (ii) the sale of all or substantially all of the Corporation's capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Corporation shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Corporation in which in excess of 50 percent of the Corporation's voting power is transferred (each a "Reorganization" then as a part of such Reorganization, provision shall be made so that the holders of the Series A Convertible Preferred Stock shalt thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Corporation, or of the successor corporation resulting from such Reorganization.

 

The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization. recapitalization. transfer of assets. consolidation. merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation. but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Convertible Preferred Stock against impairment.

 

The holders of the Series A Convertible Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

 

Right to Convert

 

Conversion Ratio. The entirety of the shares of Series A Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into Two-Thirds of the after conversion outstanding fully paid and non-assessable shares of Common Stock. Each individual share of Series A Convertible Preferred Stock shall be convertible into Common Stock at a ratio determined by dividing the number of shares of Series A Convertible Stock to be converted by the number of shares of outstanding pre-conversion Series A Convertible Preferred Stock. Such initial Conversion Ratio, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided in herein.

 

Termination of Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series A Convertible Preferred Stock.

 

 

 

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Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the fractional amount will be rounded to the next whole number.

 

Notice of Conversion. In order for a holder of Series A Convertible Preferred Stock to voluntarily convert shares of Series A Convertible Preferred Stock into shares of Common Stock, such holder shall (a) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Series A Convertible Preferred Stock(or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Series A Convertible Preferred Stock) that such holder elects to convert all or any number of such holder’s shares of Series A Convertible Preferred Stock and, if applicable, any event on which such conversion is contingent and (b), if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Series A Convertible Preferred Stock(or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent for the Series A Convertible Preferred Stock). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent for the Series A Convertible Preferred Stock) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Series A Convertible Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Series A Convertible Preferred Stock represented by the surrendered certificate that were not converted into Common Stock, and (ii) pay all declared but unpaid dividends on the shares of Series A Convertible Preferred Stock converted.

 

Reservation of Shares. At all times when the Series A Convertible Preferred Stock shall be outstanding, the Corporation shall take such corporate action as may be necessary to reserve and keep such number of shares available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Articles of Incorporation. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non- assessable shares of Common Stock at such adjusted Conversion Price.

 

Effect of Conversion. All shares of Series A Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, and to receive payment of any dividends declared but unpaid thereon. Any shares of Series A Convertible Preferred Stock so converted shall be retired and canceled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Convertible Preferred Stock accordingly.

 

 

 

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Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction:

 

(1)   the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(2)   the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

 

Notwithstanding the foregoing (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Series A Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series A Convertible Preferred Stock had been converted into Common Stock on the date of such event.

 

Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property, then and in each such event the holders of Series A Convertible Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Series A Convertible Preferred Stock had been converted into Common Stock on the date of such event.

 

Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Series A Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 6.5 or 6.6), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A Convertible Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series A Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section with respect to the rights and interests thereafter of the holders of the Series A Convertible Preferred Stock, to the end that the provisions set forth in this Section (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Series A Convertible Preferred Stock. For the avoidance of doubt, nothing in this Subsection shall be construed as preventing the holders of Series A Convertible Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the Nevada Revised Statutes in connection with a merger triggering an adjustment hereunder, nor shall this Subsection be deemed conclusive evidence of the fair value of the shares of Series A Convertible Preferred Stock in any such appraisal proceeding.

 

 

 

 

 

 

 

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DIVIDEND POLICY

______

 

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant.

 

SECURITIES OFFERED

______

 

Current Offering

 

Aureus Inc. (“Aureus Inc.,” “We,” or the “Company”) is offering up to $570,000 total of Securities, consisting of Class A Common Stock, $0.001 par value (the “Common Stock” or collectively the “Securities”).

 

The Common Stock

 

We are authorized to issue 500,000,000 shares of Common Stock, $0.001 par value. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution or winding up, and after payment of creditors and senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock. All shares of Common Stock now outstanding upon completion of this Offering are, and will be, fully paid, validly issued and non-assessable.

 

Holders of our Common Stock do not have cumulative voting rights, so that the holders of more than 50% of the shares voting for the election of directors will be able to elect 100% of the directors if they choose to do so. In that event, the holders of the remaining shares will not be able to elect any members to the Board of Directors.

 

Transfer Agent

 

Our transfer agent is Action Stock Transfer Corporation 2469 E. Fort Union Blvd., Suite 214 Salt Lake City, UT 84121. Our telephone is (801) 274-1088 Fax: (801) 274-1099, website www.columbiastock.com. The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA.

 

 

 

  39  

 

 

SHARES ELIGIBLE FOR FUTURE SALE

_____

 

Prior to this Offering, there has been a limited market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or instruments convertible into our Common Stock, in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

 

Rule 144

 

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

 

· 1% of the number of shares of our Common Stock then outstanding; or
· the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

 

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

 

LEGAL MATTERS

_____

 

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by John E. Lux, Esq. of Washington, D.C.

 

 

  40  

 

 

WHERE YOU CAN FIND MORE INFORMATION

______

 

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC's Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

 

 

 

 

 

 

  41  

 

 

INDEX TO FINANCIAL STATEMENTS

 

 

Financial Statements for the Three-Months Ended January 31, 2019 and January 31, 2018 (Unaudited)  
Condensed Balance Sheets for the three-month period ended January 31, 2019 and January 31, 2018 F-2
Condensed Statements of Operations for the three-month period ended January 31, 2019 and January 31, 2018 F-3
Statements of Changes in Shareholders’ Equity F-4
Condensed Statement of Cash Flows for the three-month period ended January 31, 2019 and January 31, 2018 F-5
Notes to Condensed Unaudited Financial Statements for the three months ended January 31, 2019 F-6
   
SUPPLEMENTAL INFORMATION TO FINANCIAL STATEMENTS F-15
Consolidated Proforma Balance Sheet as of January 31, 2019 F-16
Consolidated Proforma Statements of Operations (Unaudited) for the three months ended January 31, 2019  
   
Financial Statements for the Year Ended October 31, 2018 and 2017 F-17
Condensed Balance Sheets for the year ended October 31, 2018 and October 31, 2017 F-18
Condensed Statements of Operations for the three-month periods ended October 31, 2018 and 2017 and for the year ended October 31, 2018 and 2017 F-19
Statements of Changes in Shareholders’ Equity F-20
Condensed Statements of Cash Flows for the year ended October 31, 2018 and 2017 F-21
Notes to Condensed Unaudited Financial Statements for the year ended October 31, 2018 F-22
   
Financial Statements for the Year Ended October 31, 2017 and 2016 F-32
Condensed Balance Sheets for the year ended October 31, 2017 and October 31, 2016 F-33
Condensed Statements of Operations for the three-month periods ended October 31, 2017 and 2016 and for the year ended October 31, 2017 and 2016 F-34
Statements of Changes in Shareholders’ Equity F-35
Condensed Statements of Cash Flows for the year ended October 31, 2017 and 2016 F-36
Notes to Condensed Unaudited Financial Statements for the year ended October 31, 2017 F-37
   
   
   

 

 

 

 

 

  F-1  
 

 

AUREUS INCORPORATED

CONDENSED BALANCE SHEETS

 

    January 31, 2019     January 31, 2018  
ASSETS   (Unaudited)     (Unaudited)  
Current Assets:                
Cash   $ 2,290     $ 687  
Prepaid Professional Fee's     6,363       6,363  
Total Current Assets     8,653       7,050  
                 
Accounts Receivables                
Notes Receivable     43,373        
Total Receivables     43,373        
                 

Fixed Assets:

               
Plant and Equipment     41,487       17,079  
Total Fixed Assets     41,487       17,079  
                 
TOTAL ASSETS   $ 93,513     $ 24,130  
                 

LIABILITIES AND STOCKHOLDERS' DEFICIT

               
Current Liabilities:                
Accounts Payable   $ 171,047     $ 169,645  
Accrued Liabilities     25,000        
Accrued interest     40,469       19,608  
Due to related party     550       50  
Loans from Related Party           24,656  
Notes Payable     289,121       264,121  
Total Liabilities     526,187       453,424  
                 

Stockholders' Deficit:

               
Common Stock: authorized 150,000,000; 148,050,000 and 126,450,000 shares @ $0.001 par value Issued and Outstanding at January 31, 2019 and October 31, 2018, respectively     148,050       126,450  
Preferred Stock: 10,000,000 shares authorized, par value $0.001 per share, no shares issued and outstanding            
Additional Paid in Capital     (64,300 )     (95,700 )
Accumulated Deficit     (516,425 )     (460,044 )
Total Stockholders' Deficit     (432,675 )     (429,294 )
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT   $ 93,513     $ 24,130  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-2  
 

 

AUREUS INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

    For the Three Month Period Ended     For the Three Month Period Ended  
    January 31, 2019     January 31, 2018  
OPERATING EXPENSES                
General and Administrative   $ 1,383     $ 803  
Professional Fees     6,800       6,373  
Total Operating Expenses     8,183       27,176  

 

Other Expenses / (income)

               
Interest Expense     5,635       5,131  
Net loss for the Period   $ (13,818 )   $ (32,307 )

 

Net loss per share:

               
Basic and Diluted   $ (0.00 )   $ (0.00 )

 

Weighted average number of shares outstanding:

               
Basic and Diluted     148,050,000       126,450,000  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-3  
 

 

AUREUS INCORPORATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

    Common Stock     Preferred Stock     Additional
Paid In
    Stock Subscriptions     Accumulated     Total Shareholder’s  
    Shares     Par Value     Shares     Par Value     Capital     Received     Deficit     Equity  
Balance October 31, 2013         $     $     $     $     $     $ (855 )   $ (855 )
Shares subscribed at $0.001                                   6,000             6,000  
Shares subscribed at $0.001                                   24,300             24,300  
Net loss                                         (4,575 )     (4,575 )
Balance October 31, 2014         $     $     $     $     $ 30,300     $ (5,430 )   $ 24,870  
                                                                 
Capital Contribution                             450                   450  
Receipt of payment for subscription receivable     126,450,000       126,450                   (96,150 )     (30,300 )            
Net Loss                                         (76,094 )     (76,094 )
Balance October 31, 2015     126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (81,524 )   $ (50,774 )
                                                                 
Net Loss                                         (140,063 )     (140,063 )

Balance October 31, 2016

    126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (221,587 )   $ (190,837 )
                                                                 

Net Loss

                                        (206,151 )     (206,151 )

Balance October 31, 2017

    126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (427,738 )   $ (396,988 )
                                                                 

Net Loss

                                        (74,869 )     (74,869 )

Balance October 31, 2018

    126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (502,607 )   $ (471,857 )
                                                                 
Receipt of payment for subscription receivable     21,600,000       21,600                   31,400                   53,000  
Net Loss                                         (13,818 )     (13,818 )
Balance Three-Month Period Ending January 31, 2019     148,050,000     $ 148,050     $     $     $ (64,300 )   $     $ (516,425 )   $ (432,675 )

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-4  
 

 

AUREUS INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

    For the Three-Month Period Ended     For the Three-Month Period Ended  
    January 31, 2019     January 31, 2018  
Cash flow from Operating activities:                
Net Loss   $ (13,818 )   $ (32,307 )
Increase in Note Receivables     (43,373 )      
Increase in prepaid expenses            
Increase in accounts payable     300       25,373  
Increase in accrued expenses     5,635       5,131  
Net Cash used in Operating activities     (51,256 )     (1,803 )
                 

Cash flow from Investing activities:

               
Mining properties           112,000  
Plant and Equipment            
Accumulated Depreciation - Plant and Equipment           593  
Net Cash used in Investing activities           112,593  
                 

Cash flow from Financing activities:

               
Proceeds from Notes Payable     53,000       24,656  
Due to Related Party     500       (112,000 )
Loan from Related Party           (24,656 )
Additional Paid in Capital            
Common Stock            
Net cash provided by financing activities     53,500       (112,000 )
                 

Increase (Decrease) in cash during the period

    (2,244 )     (1,210 )

Cash at beginning of period

    46       1,897  

Cash at end of period

$ 2,290     $ 687  
               

Supplemental disclosure of cash flow information:

               
Cash paid during the period                
Taxes   $     $  
Interest   $     $  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-5  
 

 

 

AUREUS INCORPORATED

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

January 31, 2019

 

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Aureus Incorporated (the “Company”) was incorporated in the State of Nevada on April 19, 2013. The Company was organized to develop and explore mineral properties in the State of Nevada. On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. (“Gold Exploration”) pursuant to which the Company purchased 100% of Gold’s Exploration’s interest in one claim block of 11 claims or 220 acres, in Elko County, Nevada (the “Gold Creek Property”) for $15,000. The claims were registered in the name of Gold Exploration. On August 31, 2015, Gold Exploration’s title to the mining claims on the Gold Creek Property expired but has been re-staked by the Company. In September 2015, the Bureau of Land Management (“BLM”) imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property, in order to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property. On July 21, 2016, the Company entered into that certain Purchase Agreement (the “MMLH Purchase Agreement”) with Montana Mine Land Holdings LLC, a Montana limited liability company wholly-owned by Tracy Fortner (“MMLH”) pursuant to which the Company acquired a 100% undivided interest on MMLH’s patented mining’s claims and the property located in Broadwater County, Montana (the “Mining Interests”) in consideration for $112,000 payable in 45,000,000 shares of common stock valued at $0.00248889 per share for a total of $112,000 (the “Property Shares”). The Company had not issued the Property Shares due to the fact there was not a sufficient amount of authorized common stock available at the time. The $112,000 debt was included to the existing balance of a non-interest-bearing Loan from Related Party.

 

Pursuant that certain Cancelation of Acquisition and Stock Purchase Agreement, dated November 7, 2017, by and among the Company, MMLH, Tracy Fortner (the “Seller”), and Hohme Holdings International Inc. (the “Buyer”), the Company return the Mining Interests to MMLH, MMLH relinquished its claim to the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for $0.0001111 per share, for a total of $10,000. Sadiq Shaikh has voting and dispositive control over the Buyer. Simultaneously with the consummation of the Stock Purchase Agreement, Tracy Fortner resigned as the President and Chief Executive Officer and as a Board member of the Company, Sadiq Shaikh was appointed as the President, Chief Executive Officer and as a member of the Board of Directors of the Company and Deborah Engles was appointed as the Secretary and Treasurer of the Company.

 

On December 21, 2018, pursuant to a Stock Purchase Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings International, Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for a total of $15,000. Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of the Stock Purchase Agreement on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the Company.

 

 

 

  F-6  
 

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement’s presentation. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017. The accompanying unaudited financial statements of the Company should be read in conjunction with the audited financial statements and accompanying notes filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Cash and Cash Equivalents

 

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of January 31, 2019, and October 31, 2018, there were no cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Impairment of Long-Lived Assets

 

The Company tests its assets for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, which includes comparing the carrying amount of a long-lived asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss would be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. For the Company’s mining claims, this test includes examining the discounted and undiscounted cash flows associated with value beyond proven and probable reserves, in determining whether the mining claim is impaired.

 

Start-up Expenses

 

The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.

 

 

 

  F-7  
 

 

Income Taxes

 

The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing

authorities widely understood administrative practices and precedents.

 

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

 

We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our “major” tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns.

 

Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.

 

 

 

  F-8  
 

 

FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

Level 1: Quoted prices in active markets for identical assets or liabilities

 

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Basic and Diluted Loss Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the three months ended January 31, 2019 and 2018, there were no potentially dilutive securities.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

 

 

  F-9  
 

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205- 40),” which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending December 31, 2014.

 

In April 2015, the FASB issued ASU 2015-3, “Interest - Imputation of Interest (Subtopic 835-30),” related to the presentation of debt issuance costs. This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption is required. We will adopt this pronouncement for our year beginning January 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.

 

NOTE 3 – GOING CONCERN

 

The Company has sustained operating losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Management is endeavoring to begin exploration activities however, may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not be available on commercially reasonable terms, if at all.

 

If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock. For the quarters ending January 31, 2019 and January 31, 2018 the Company had losses of $13,818 and $32,307 respectively and the accumulated deficit is $516,425.

 

 

 

  F-10  
 

 

NOTE 4 – LOAN FROM RELATED PARTY

 

During the period from April 19, 2013 to October 31, 2015, the Company received advances totaling $24,656 from Dong Gu Kang and Min Jung Kang, the Company’s former executive officers and directors (the “Selling Stockholders”). The advance was unsecured, non-interest bearing and due upon demand giving 30 days written notice to the borrower. In connection with the Stock Purchase Agreement, dated September 30, 2015, among the Company, the Selling Stockholders and Maverick, LLC, a Nevis limited liability company (“Maverick”), pursuant to which Maverick purchased 90,000,000 shares of common stock of the Company from the Selling Stockholders, Maverick assumed $24,656 in outstanding debt owed the Selling Stockholders by the Company; constituting 100% of the debt owed the Selling Stockholders of the Company, pursuant to a Debt Assumption Agreement, dated September 30, 2015, between the Company, the Selling Stockholders and Maverick. Maverick beneficially owns 71.7% of the common stock of the Company.

 

On July 21, 2016 the Company entered into an agreement with Montana Mine Land Holdings LLC to acquire a 100% undivided interest of its Patented Mining Claims or the Property named: Keene Placer, M.S. located in Broadwater County, Montana. The terms of this agreement are for the Company to issue 45,000,000 shares of its common stock to Montana Mine Land Holdings LLC. The parties to have agreed the value of this purchase shall be $112,000 or $0.00248889 per share. As of November 7, 2017, the Company has not issued the shares and $112,000 is included to the existing balance of Loan from Related Party.

 

On November 7, 2017, the Company entered into a certain Cancelation of Acquisition and Stock Purchase Agreement with Montana Mine Land Holdings LLC, ("MMLH"), Tracy Fortner (the Seller), Hohme Holdings International Inc. "(Buyer"), to which the Buyer purchased 90,000,000 shares of common stock of the Corporation (the Stock Purchase") from the Seller for $0.0001111 per share, for a total of $10,000.00, Tracy Fortner is the Managing Member of Montana Mine Land Holdings, LLC resulting the debt no longer being considered a loan from a related party.

 

The balance of loan as of January 31, 2019 and January 31, 2018 are $24,656 respectively.

 

NOTE 5 – NOTES PAYABLE

 

On September 9, 2015, issued Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018 accrued interest amounted to $5,649 and $3,649, respectively.

 

On November 6, 2015, we issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $ 5,238 and $3,238 respectively.

 

On March 22, 2016, we issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $4,619 and $2,619 respectively.

 

On August 31, 2016, we issued Success Zone Tech Ltd. a promissory note in the principal amount of $100,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $ 19,397.26 and $11,397, respectively.

 

 

 

 

 

  F-11  
 

 

On February 23, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 17,500, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $ 2,965 and $1,564, respectively.

 

On March 27, 2017, we issued Craigstone Ltd. a promissory note in the principal amount of $ 12,465, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $1,844 and $864, respectively.

 

On May 16, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 4,500, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $616 and $256, respectively.

 

On May 19, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 25,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $3408 and $1,408, respectively.

  

On July 28, 2017, we issued Backenald Trading Ltd. a promissory note in the principal amount of $ 20,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, and 2018, accrued interest amounted to $2,420 and $819, respectively.

 

On August 13, 2018, the company issued Travel Data Solutions a promissory note in the principal amount of $ 25,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of January 31, 2019, accrued interest amounted to $937, respectively.

 

NOTE 6 – DEPOSIT ON MINERAL PROPERTY ACQUISITION

 

On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. to purchase 11 claims in Mineral County Nevada known as the Gold Creek Property (the “Gold Creek Property”). The Company paid a total of $15,000 for the purchase of the Gold Creek Property, and was reflected in the financial statements as a deposit, until such time as the ownership transferred to the Company. In September 2015, the Bureau of Land Management (“BLM”) imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property, in order to protect the greater sage- grouse and its habitat from adverse effects of locatable mineral exploration and mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property. On October 31, 2015 the Company recorded an impairment of $15,000 due the Land Freeze.

 

 

 

 

 

 

  F-12  
 

 

On July 21, 2016 the Company entered into an agreement with Montana Mine Land Holdings LLC to acquire a 100% undivided interest of its Patented Mining Claims or the Property named: Keene Placer, M.S. located in Broadwater County, Montana. The purchase price is 45,000,000 shares of common stock of the Company and the agreed upon value is $112,000 or $0.00248889 per share. As of January 31, 2018, the shares had not been issued therefore a current liability is recorded to a related party in the amount of $112,000.

 

On November 7, 2017, the Company entered into a certain Cancelation of Acquisition and Stock Purchase Agreement with Montana Mine Land Holdings LLC, ("MMLH") and Tracy Fortner (the Seller). Hohme Holdings International Inc. "(Buyer"), to which the Buyer purchased 90,000,000 shares of common stock of the Corporation (the Stock Purchase") from the Seller for $0.0001111 per share, for a total of $10,000.00.

 

NOTE 7 – COMMON STOCK

 

On November 17, 2015 the Company, authorized a fifteen-for-one (15:1) forward stock split of the Company’s common stock, par value $0.001 per share without changing the authorized number or par value of the Common Stock and with fractional shares resulting from the Forward Split being rounded up to the nearest whole number. The Forward Split became effective on November 25, 2015. As a result of the Forward Split, the number of the Company’s issued and outstanding shares of Common Stock were increased from 8,430,000 to 126,450,000. The amounts are being presented retroactive in the financial statements at October 31, 2015.

 

On December 5, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada in order to effectuate a 1-for-8 reverse stock split of its outstanding common stock with fractional shares being rounded up to the nearest whole number. However, on January 12, 2018, the Financial Industry Regulatory Authority (“FINRA”) informed the Company that the Company’s corporate action submission notice with FINRA concerning the reverse split was deemed to be deficient under FINRA Rule 6490(d)(3)(2) due to the fact that the Company had failed to file its quarterly report on Form 10-Q for the fiscal quarter ended July 31, 2016 and annual report on Form 10-K for the fiscal year ended October 231, 2016 prior to deregistering the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC on March 7, 2017. As a result, the reverse split was not implemented in the OTC marketplace.

 

The Company amended the Articles of Incorporation of the Corporation to authorize the issuance of 10 million (10,000,000) shares of "blank check" preferred stock, par value $0.001 per share.

 

On December 20, 2018, the Company entered into a certain Stock Purchase Agreement with Everett M. Dickson. To which the Buyer purchased 90,000,000 shares of common stock of the Corporation (the “Stock Purchase Agreement”) from the Seller for a total of $15,000. The Company accepted the resignation of Sadiq Shaikh as President and Chief Executive Officer and Deborah Engles as Secretary and Treasurer. Immediately following the resignation and removal of the officer(s) the Company accepted Sadiq Shikh’s successor Everett Dickson, as President, Chief Executive Officer, Treasurer, Secretary and Board Member.

 

 

 

 

 

 

  F-13  
 

 

NOTE 8– SUBSEQUENT EVENTS

 

On February 11, 2019, the Company amended its Articles of Incorporation to increase its authorized capital stock to be 510 million (510,000,000) shares, consisting of 500 million (500,000,000) shares of common stock, par value $0.001 per share, and 10 million (10,000,000) shares of “blank check” preferred stock, par value of $0.001 per share.

 

On March 26, 2019 the Company entered into a LOI with Yuengling’s Ice Cream Corporation for a certain asset purchase agreement. This LOI supersedes any previous discussions. The Supplement Proforma Financial Statement is presented for purposes of additional analysis and is not a required part of the financial statements. This information is to give a review of the proposed financial situation after the closing of the acquisition. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the proforma financial statements.

 

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no additional material subsequent events to report.

 

 

 

 

 

 

 

 

 

 

 

 

 

  F-14  
 

 

SUPPLEMENTAL INFORMATION TO FINANCIAL STATEMENTS

 

AUREUS INCORPORATED
CONSOLIDATED PROFORMA BALANCE SHEET

(UNAUDITED)

 

    January 31, 2019  
ASSETS   (Unaudited)  
Current Assets:        
Cash   $ 5,203  
CD’s     102,375  
Inventory     344,809  
Prepaid Professional Fee's     6,363  
Total Current Assets     458,750  
         
Accounts Receivables        
Notes Receivable     43,373  
Total Receivables     43,373  
         
Fixed Assets:        
Plant, Equipment & Fixtures     76,123  
Total Fixed Assets     76,123  
         
Goodwill     1,880,437  
TOTAL ASSETS   $ 2,458,682  
         

LIABILITIES AND STOCKHOLDERS' DEFICIT

       
Current Liabilities:        
Accounts Payable   $ 171,047  
Accrued Liabilities     25,000  
Accrued interest     40,469  
Due to related party     550  
Total Current Liabilities     237,066  
         
Notes Payable        
Backenald     40,000  
Craigstone     52,465  
Maverick     24,856  
SuccessZone     100,000  
Travel Data     72,000  
Freezer Truck Loan     18,787  
SBA Loan     1,066,938  
Line of Credit     802,423  
On Deck Loan     64,634  
J Cunha     8,159  
Additional Promissory Notes     166,964  
Total Notes Payable     2,417,225  
         
Total Liabilities     2,891,357  
         
Stockholders' Deficit:        
Common Stock: authorized 150,000,000; 148,050,000 and 126,450,000 shares @ $0.001 par value Issued and Outstanding at January 31, 2019 and October 31, 2018 respectively     148,050  
Preferred Stock: 10,000,000 shares authorized, par value $0.001 per share, no shares issued and outstanding      
Additional Paid in Capital     (64,300 )
Accumulated Deficit     (516,425 )
Total Stockholders' Deficit     (432,675 )
         
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT   $ 2,458,682  

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

 

  F-15  
 

 

SUPPLEMENTAL INFORMATION TO FINANCIAL STATEMENTS

 

AUREUS INCORPORATED

CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS (UNAUDITED)

 

    For the three-months ended
January 31, 2019
 
INCOME   $ 687,371  
Cost of Goods Sold     476,276  
Total Income     211,095  
         
OPERATING EXPENSES        
General and Administrative        
Advertising     431  
Bank Charges     3,280  
Dues & Subscriptions     2,000  
Equipment Repair     500  
Equipment Rental     300  
Insurance     14,000  
Payroll     50,000  
Licenses & Permits     3,528  
Marketing     10,000  
Office Expenses     500  
Shipping     7,213  
Technology Expense     2,000  
Utilities     2,000  
Total General & Administrative Expenses     95,751  
Professional Fee’s        
Accounting     18,000  
Legal     5,000  
Pubco Expenses     3,975  
Total Professional Fee’s     26,975  
         
Total Operating Expenses     122,726  
         

Other Expenses / (income)

       
Interest Expense     296,779  
Total Other Expenses     296,779  
         
Net loss for the Period   $ (208,411 )

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

  F-16  
 

 

 

 

AUREUS INCORPORATED

Symbol: ARSN

 

 

 

 

FINANCIAL STATEMENTS

For the

Year Ended October 31, 2018

 

Fiscal Year:

10/31

 

Address:

1170 Peachtree Street, Suite 1200

Atlanta, GA 30309

 

 

 

 

 

 

 

  F-17  
 

 

AUREUS INCORPORATED

CONDENSED BALANCE SHEETS

 

    October 31, 2018     October 31, 2017  
ASSETS   (Unaudited)     (Unaudited)  
Current Assets:                
Cash   $ 46     $ 1,897  
Prepaid Professional Fee's     6,363       6,363  
Total Current Assets     6,409       8,260  

 

Fixed Assets:

               
Mining Properties           112,000  
Plant and Equipment     16,487       17,672  
Total Fixed Assets     16,487       129,672  
TOTAL ASSETS   $ 22,896     $ 137,932  
                 

LIABILITIES AND STOCKHOLDERS' DEFICIT

               
Current Liabilities:                
Accounts Payable   $ 170,747     $ 144,272  
Accrued interest     34,834       14,477  
Due to related party     50       112,050  
Loans from Related Party           24,656  
Notes Payable     289,121       239,465  
Total Liabilities     494,752       534,920  
                 

Stockholders' Deficit:

               
Common Stock: authorized 150,000,000; 126,450,000 shares @ $0.001 par value Issued and Outstanding at October 31, 2018 and October 31, 2017 respectively     126,450       126,450  
Preferred Stock: 10,000,000 shares authorized, par value $0.001 per share, no shares issued and outstanding            
Additional Paid in Capital     (95,700 )     (95,700 )
Accumulated Deficit     (502,606 )     (427,737 )
Total Stockholders' Deficit     (471,856 )     (396,987 )
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT   $ 22,896     $ 137,933  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-18  
 

 

AUREUS INCORPORATED

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

    For the Three Month Period Ended     For the Three Month Period Ended     For the Twelve Month Period Ended     For the Twelve Month Period Ended  
    October 31, 2018     October 31, 2017     October 31, 2018     October 31, 2017  
OPERATING EXPENSES                                
General and Administrative   $ 10,993     $ 53,735     $ 54,512     $ 197,148  
Total Operating Expenses     10,993       53,735       54,512       197,148  

 

Other Expenses / (income)

                               
Interest Expense     5,187       264       20,357       9,003  
Net loss for the Period   $ (16,180 )   $ (53,999 )   $ (74,869 )   $ (206,151 )

 

Net loss per share:

                               
Basic and Diluted   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )

 

Weighted average number of shares outstanding:

                               
Basic and Diluted     126,450,000       126,450,000       126,450,000       126,450,000  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-19  
 

 

AUREUS INCORPORATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

    Common Stock     Preferred Stock     Additional
Paid In
    Stock Subscriptions     Accumulated     Total Shareholder’s  
    Shares     Par Value     Shares     Par Value     Capital     Received     Deficit     Equity  
Balance October 31, 2013         $     $     $     $     $     $ (855 )   $ (855 )
Shares subscribed at $0.001                                   6,000             6,000  
Shares subscribed at $0.001                                   24,300             24,300  
Net loss                                         (4,575 )     (4,575 )
Balance October 31, 2014         $     $     $     $     $ 30,300     $ (5,430 )   $ 24,870  
                                                                 
Capital Contribution                             450                   450  
Receipt of payment for subscription receivable     126,450,000       126,450                   (96,150 )     (30,300 )            
Net Loss                                         (76,094 )     (76,094 )
Balance October 31, 2015     126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (81,524 )   $ (50,774 )
                                                                 
Net Loss                                         (140,063 )     (140,063 )

Balance October 31, 2016

    126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (221,587 )   $ (190,837 )
                                                                 

Net Loss

                                        (206,151 )     (206,151 )

Balance October 31, 2017

    126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (427,738 )   $ (396,988 )
                                                                 

Net Loss

        $                               (74,869 )     (74,869 )

Balance October 31, 2018

    126,450,000     $ 126,450     $     $     $ (95,700 )   $     $ (502,607 )   $ (471,857 )

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-20  
 

 

AUREUS INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

    For the Twelve Month Period Ended     For the Twelve Month Period Ended  
    October 31, 2018     October 31, 2017  
Cash flow from Operating activities:                
Net Loss   $ (74,869 )   $ (206,151 )
Increase in prepaid expenses             (1,500 )
Increase in accounts payable     26,475       113,378  
Increase in accrued expenses     20,357       9,003  
Net Cash used in Operating activities     (28,037 )     (85,270 )
                 

Cash flow from Investing activities:

               
Mining properties     112,000          
Plant and Equipment             (3,050 )
Accumulated Depreciation - Plant and Equipment     1,186       2,441  
Net Cash used in Investing activities     113,186       (609 )
                 

Cash flow from Financing activities:

               
Proceeds from Notes Payable     49,656       79,465  
Due to Related Party     (112,000 )      
Loan from Related Party     (24,656 )      
Additional Paid in Capital            
Common Stock            
Net cash provided by financing activities     (87,000 )     79,465  
                 

Increase (Decrease) in cash during the period

    (1,851 )     (6,414 )

Cash at beginning of period

    1,897       8,311  

Cash at end of period

$ 46     $ 1,897  
               

Supplemental disclosure of cash flow information:

               
Cash paid during the period                
Taxes   $     $  
Interest   $     $  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-21  
 

 

 

AUREUS INCORPORATED

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2018

 

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Aureus Incorporated (the “Company”) was incorporated in the State of Nevada on April 19, 2013. The Company was organized to develop and explore mineral properties in the State of Nevada. On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. (“Gold Exploration”) pursuant to which the Company purchased 100% of Gold’s Exploration’s interest in one claim block of 11 claims or 220 acres, in Elko County, Nevada (the “Gold Creek Property”) for $15,000. The claims were registered in the name of Gold Exploration. On August 31, 2015, Gold Exploration’s title to the mining claims on the Gold Creek Property expired but has been re-staked by the Company. In September 2015, the Bureau of Land Management (“BLM”) imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property, in order to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property. On July 21, 2016, the Company entered into that certain Purchase Agreement (the “MMLH Purchase Agreement”) with Montana Mine Land Holdings LLC, a Montana limited liability company wholly-owned by Tracy Fortner (“MMLH”) pursuant to which the Company acquired a 100% undivided interest on MMLH’s patented mining’s claims and the property located in Broadwater County, Montana (the “Mining Interests”) in consideration for $112,000 payable in 45,000,000 shares of common stock valued at $0.00248889 per share for a total of $112,000 (the “Property Shares”). The Company had not issued the Property Shares due to the fact there was not a sufficient amount of authorized common stock available at the time. The $112,000 debt was included to the existing balance of a non-interest-bearing Loan from Related Party.

 

Pursuant that certain Cancelation of Acquisition and Stock Purchase Agreement, dated November 7, 2017, by and among the Company, MMLH, Tracy Fortner (the “Seller”), and Hohme Holdings International Inc. (the “Buyer”), the Company return the Mining Interests to MMLH, MMLH relinquished its claim to the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for $0.0001111 per share, for a total of $10,000. Sadiq Shaikh has voting and dispositive control over the Buyer. Simultaneously with the consummation of the Stock Purchase Agreement, Tracy Fortner resigned as the President and Chief Executive Officer and as a Board member of the Company, Sadiq Shaikh was appointed as the President, Chief Executive Officer and as a member of the Board of Directors of the Company and Deborah Engles was appointed as the Secretary and Treasurer of the Company.

 

On March 7, 2017 the Company filed at Form 15-12g for certification and notice of termination of registration under section 12(g) of the Securities Exchange Act of 1934 or suspension of duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934.

 

 

 

  F-22  
 

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement’s presentation. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017. The accompanying unaudited financial statements of the Company should be read in conjunction with the audited financial statements and accompanying notes filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Cash and Cash Equivalents

 

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of October 31, 2018, and October 31, 2017, there were no cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Impairment of Long-Lived Assets

 

The Company tests its assets for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, which includes comparing the carrying amount of a long-lived asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss would be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. For the Company’s mining claims, this test includes examining the discounted and undiscounted cash flows associated with value beyond proven and probable reserves, in determining whether the mining claim is impaired.

 

Start-up Expenses

 

The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.

 

 

 

  F-23  
 

 

Mining Interests and Exploration Expenditures

 

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

 

Income Taxes

 

The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing

authorities widely understood administrative practices and precedents.

 

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

 

We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our “major” tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns.

 

Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.

 

 

 

  F-24  
 

 

FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

Level 1: Quoted prices in active markets for identical assets or liabilities

 

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Basic and Diluted Loss Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the three and six months ended October 31, 2017 and 2016, there were no potentially dilutive securities.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

 

 

  F-25  
 

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205- 40),” which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending December 31, 2014.

 

In April 2015, the FASB issued ASU 2015-3, “Interest - Imputation of Interest (Subtopic 835-30),” related to the presentation of debt issuance costs. This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption is required. We will adopt this pronouncement for our year beginning January 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.

 

NOTE 3 – GOING CONCERN

 

The Company has sustained operating losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. For the years ending October 31, 2018 and October 31, 2017 the Company had losses of $74,869 and $206,151 respectively and the accumulated deficit is $502,607.

 

Management is continuing exploration efforts and endeavoring to begin production activities however, may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not be available on commercially reasonable terms, if at all.

 

If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock.

 

 

 

  F-26  
 

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

As of October 31, 2018, and 2017 the Company’s mine plant equipment consisted of the following:

 

    October 31, 2018     October 31, 2017  
Mine Plant Equipment   $ 21,907     $ 21,907  
Accumulated Depreciation     (5,420 )     (4,234 )
Net   $ 16,486     $ 17,672  

 

NOTE 5 – LOAN FROM RELATED PARTY

 

During the period from April 19, 2013 to October 31, 2015, the Company received advances totaling $24,656 from Dong Gu Kang and Min Jung Kang, the Company’s former executive officers and directors (the “Selling Stockholders”). The advance was unsecured, non-interest bearing and due upon demand giving 30 days written notice to the borrower. In connection with the Stock Purchase Agreement, dated September 30, 2015, among the Company, the Selling Stockholders and Maverick, LLC, a Nevis limited liability company (“Maverick”), pursuant to which Maverick purchased 90,000,000 shares of common stock of the Company from the Selling Stockholders, Maverick assumed $24,656 in outstanding debt owed the Selling Stockholders by the Company; constituting 100% of the debt owed the Selling Stockholders of the Company, pursuant to a Debt Assumption Agreement, dated September 30, 2015, between the Company, the Selling Stockholders and Maverick. Maverick beneficially owns 71.7% of the common stock of the Company.

 

On July 21, 2016 the Company entered into an agreement with Montana Mine Land Holdings LLC to acquire a 100% undivided interest of its Patented Mining Claims or the Property named: Keene Placer, M.S. located in Broadwater County, Montana. The terms of this agreement are for the Company to issue 45,000,000 shares of its common stock to Montana Mine Land Holdings LLC. The parties to have agreed the value of this purchase shall be $112,000 or $0.00248889 per share. As of July 31, 2017, the Company has not issued the shares and $112,000 is included to the existing balance of Loan from Related Party.

 

On November 7, 2017, the Company entered into a certain Cancelation of Acquisition and Stock Purchase Agreement with Montana Mine Land Holdings LLC, ("MMLH"), Tracy Fortner (the Seller), Hohme Holdings International Inc. "(Buyer"), to which the Buyer purchased 90,000,000 shares of common stock of the Corporation (the Stock Purchase") from the Seller for $0.0001111 per share, for a total of $10,000.00, Tracy Fortner is the Managing Member of Montana Mine Land Holdings, LLC resulting the debt no longer being considered a loan from a related party.

 

The balance of loan as of October 31, 2018 and 2017 respectively is $24,656.

 

NOTE 6 – NOTES PAYABLE

 

On September 9, 2015, issued Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018, and 2017 accrued interest amounted to $5,145 and $3,145, respectively.

 

 

 

  F-27  
 

 

On November 6, 2015, we issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018, and 2017 accrued interest amounted to $4,734 and $1,986, respectively.

 

On March 22, 2016, we issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018, and 2017 accrued interest amounted to $4,115 and $2,115, respectively.

 

On August 31, 2016, we issued Success Zone Tech Ltd. a promissory note in the principal amount of $100,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018, and 2017 accrued interest amounted to $17,380 and $9,380, respectively.

 

On February 23, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 17,500, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018, and 2017, accrued interest amounted to $2,612 and $958, respectively.

 

On March 27, 2017, we issued Craigstone Ltd. a promissory note in the principal amount of $ 12,465, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018 and 2017 accrued interest amounted to $ 1,593 and $595, respectively.

 

On May 16, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 4,500, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018 and 2017, accrued interest amounted to $525 and $165, respectively.

 

On May 19, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 25,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018 and 2017, accrued interest amounted to $2,904 and $904, respectively.

 

 

 

  F-28  
 

 

On July 28, 2017, we issued Backenald Trading Ltd. a promissory note in the principal amount of $ 20,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018 and 2017 accrued interest amounted to $2016 and $416, respectively.

 

On August 13, 2018, we issued Travel Data Solutions a promissory note in the principal amount of $ 25,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2018 accrued interest amounted to $433, respectively.

 

NOTE 7 – DEPOSIT ON MINERAL PROPERTY ACQUISITION

 

On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. to purchase 11 claims in Mineral County Nevada known as the Gold Creek Property (the “Gold Creek Property”). The Company paid a total of $15,000 for the purchase of the Gold Creek Property, and was reflected in the financial statements as a deposit, until such time as the ownership transferred to the Company. In September 2015, the Bureau of Land Management (“BLM”) imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property, in order to protect the greater sage- grouse and its habitat from adverse effects of locatable mineral exploration and mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property. On October 31, 2015 the Company recorded an impairment of $15,000 due the Land Freeze.

 

On July 21, 2016, the Company entered into that certain Purchase Agreement (the “MMLH Purchase Agreement”) with Montana Mine Land Holdings LLC, a Montana limited liability company wholly-owned by Tracy Fortner (“MMLH”) pursuant to which the Company acquired a 100% undivided interest on MMLH’s patented mining’s claims and the property located in Broadwater County, Montana (the “Mining Interests”) in consideration for $112,000 payable in 45,000,000 shares of common stock valued at $0.00248889 per share for a total of $112,000 (the “Property Shares”). The Company had not issued the Property Shares due to the fact there was not a sufficient amount of authorized common stock available at the time. The $112,000 debt was included to the existing balance of a non-interest-bearing Loan from Related Party.

 

Pursuant that certain Cancelation of Acquisition and Stock Purchase Agreement, dated November 7, 2017, by and among the Company, MMLH, Tracy Fortner (the “Seller”), and Hohme Holdings International Inc. (the “Buyer”), the Company return the Mining Interests to MMLH, MMLH relinquished its claim to the undelivered Property Shares owed MMLH under the MMLH Purchase Agreement and the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for $0.0001111 per share, for a total of $10,000. Sadiq Shaikh has voting and dispositive control over the Buyer. Simultaneously with the consummation of the Stock Purchase Agreement on November 7, 2017, Tracy Fortner resigned as the President and Chief Executive Officer and as a Board member of the Company, Sadiq Shaikh was appointed as the President, Chief Executive Officer and as a member of the Board of Directors of the Company and Deborah Engles was appointed as the Secretary and Treasurer of the Company.

 

 

 

  F-29  
 

 

On December 21, 2018, pursuant to a Stock Purchase Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings International, Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for a total of $15,000. Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of the Stock Purchase Agreement on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the Company. See “Note 10 – Subsequent Events”.

 

NOTE 8 – COMMON STOCK

 

On November 17, 2015, the Company, authorized a fifteen-for-one (15:1) forward stock split of the Company’s common stock, par value $0.001 per share, without changing the authorized number or par value of the Common Stock and with fractional shares resulting from the Forward Split being rounded up to the nearest whole number. The Forward Split became effective on November 25, 2015. As a result of the Forward Split, the number of the Company’s issued and outstanding shares of Common Stock were increased from 8,430,000 to 126,450,000. The amounts are being presented retroactive in the financial statements at October 31, 2015.

 

On December 5, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada in order to effectuate a 1-for-8 reverse stock split of its outstanding common stock with fractional shares being rounded up to the nearest whole number. However, on January 12, 2018, the Financial Industry Regulatory Authority (“FINRA”) informed the Company that the Company’s corporate action submission notice with FINRA concerning the reverse split was deemed to be deficient under FINRA Rule 6490(d)(3)(2) due to the fact that the Company had failed to file its quarterly report on Form 10-Q for the fiscal quarter ended July 31, 2016 and annual report on Form 10-K for the fiscal year ended October 231, 2016 prior to deregistering the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC on March 7, 2017. As a result, the reverse split was not implemented in the OTC marketplace.

 

The Company amended the Articles of Incorporation of the Corporation to authorize the issuance of 10 million (10,000,000) shares of "blank check" preferred stock, par value $0.001 per share.

 

NOTE 9 – INCOME TAXES

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

 

 

 

  F-30  
 

 

ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Net deferred tax assets consist of the following components as of October 31, 2018 and 2017:

 

    October 31, 2018     October 31, 2017  
Book Income (loss) from Operations (at 34% Federal Rate)   $ (170,886 )   $ (145,431 )
Change in Derivative Liability            
Change in Valuation Allowance     170,886       145,431  
Total provision for Income Taxes   $     $  

 

NOTE 10– SUBSEQUENT EVENTS

 

On December 21, 2018, pursuant to a Stock Purchase Agreement, dated December 20, 2018, by and among the Company Everett M. Dickson (the “Buyer”) and Hohme Holdings International, Inc. (the “Seller”), the Buyer purchased 90,000,000 shares of common stock of the Company from the Seller for a total of $15,000. Sadiq Shaikh has voting and dispositive control over the Seller. Simultaneously with the consummation of the Stock Purchase Agreement on December 21, 2018, Sadiq Shaikh resigned as the President and Chief Executive Officer and from the Board of Directors of the Company; Deborah Engles resigned as the Secretary and Treasurer of the Company; and Everett M. Dickson was appointed as the President, Chief Executive Officer, Treasurer, Secretary and as a director to the Board of directors of the Company.

 

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no additional material subsequent events to report.

 

 

 

 

 

 

  F-31  
 

 

 

 

AUREUS INCORPORATED

Symbol: ARSN

 

 

 

 

FINANCIAL STATEMENTS

For the

Year Ended October 31, 2017

 

Fiscal Year:

10/31

 

Address:

1170 Peachtree Street, Suite 1200

Atlanta, GA 30309

 

 

 

 

 

  F-32  
 

AUREUS INCORPORATED
CONDENSED BALANCE SHEETS

 

    October 31, 2017     October 31, 2016  
    (Unaudited)     (Unaudited)  
ASSETS            
Current assets:            
Cash   $ 1,897     $ 8,311  
Prepaid Professional Fees     6,363       4,863  
Total Current assets     8,260       13,174  
Fixed Assets: Mining Properties     112,000       112,000  
Plant and equipment     17,672       17,063  
Total Fixed Assets     129,672       129,063  
Total Assets   $ 137,933     $ 142,237  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
Current Liabilities:            
Accounts payable   $ 144,272     $ 30,894  
Accrued expenses     14,477       5,474  
Due to Related Party     112,050       112,050  
Notes payable     239,465       160,000  
Loan from Related Party     24,656       24,656  
      534,920       333,074  
Stockholders’ deficit:                
Common stock; authorized 150,000,000; 126,450,000 shares at $0.001 par issued and outstanding at October 31, 2017 and October 31, 2016, respectively     126,450       126,450  
Additional Paid in Capital     (95,700 )     (95,700 )
Accumulated deficit     (427,737 )     (221,587 )
Total stockholders’ deficit     (396,987 )     (190,837 )
Total liabilities and stockholders’ deficit   $ 137,933     $ 142,237  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-33  
 

 

AUREUS INCORPORATED
CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

    For the Three
Month Period
Ended
    For the Three
Month Period
Ended
    For the Twelve
Month Period
Ended
    For the Twelve
Month Period
Ended
 
      October 31, 2017       October 31, 2016       October 31, 2017       October 31, 2016  
OPERATING EXPENSES                                
General and Administrative   $ 53,735     $ 76,834     $ 197,148     $ 154,765  
Total Operating Expenses     53,735       76,834       197,148       154,765  

 

 

Other Expenses / (income)

                               
Gain on Settlement of Accounts Payable                           (20,000 )
Interest Expense     264       2,392       9,003       5,299  
Net loss for the Period   $ (53,999 )   $ (79,226 )   $ (206,151 )   $ 140,064  

 

 

Net loss per share:

                               
Basic and Diluted   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )

 

Weighted average number of shares outstanding:

                               
Basic and Diluted     126,450,000       126,450,000       126,450,000       126,450,000  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-34  
 

 

AUREUS INCORPORATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

    Common Stock     Additional Paid-In-     Stock
Subscriptions
    Accumulated     Total
Shareholder’s
 
    Shares     Par Value     Capital     Received     Deficit     Equity  
Balance October 31, 2013         $     $     $     $ (855 )   $ (855 )
Shares subscribed at $0.001                             6,000               6,000  
Shares subscribed at $0.001                             24,300               24,300  
Net loss                                   (4,575 )     (4,575 )
Balance October 31, 2014         $     $     $ 30,300     $ (5,430 )   $ 24,870  
                                                 
Capital Contribution                     450                     450  
Receipt of payment for subscription receivable     126,450,000       126,450       (96,150 )     (30,300 )            
Net Loss                                   (76,094 )     (76,094 )
Balance October 31, 2015     126,450,000     $ 126,450     $ (95,700 )   $     $ (81,524 )   $ (50,774 )
                                                      
Net Loss                                   (140,063 )     (140,063 )
Balance October 31, 2016     126,450,000     $ 126,450     $ (95,700 )   $     $ (221,587 )   $ (190,837 )

 

Net Loss

                                  (206,151 )     (206,151 )
Balance October 31, 2017     126,450,000     $ 126,450     $ (95,700 )   $     $ (427,738 )   $ (396,988 )

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-35  
 

 

AUREUS INCORPORATED

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

    For the Twelve-Month
Period Ended
    For the
Twelve- Month Period Ended
 
    October 31, 2017     October 31, 2016  
Cash flow from Operating activities:                
Net Loss   $ (206,151 )   $ (40,063.00 )
Increase in prepaid expenses     (1,500 )     (3,615 )
Increase in accounts payable     113,378       22,779  
Increase in accrued expenses     9,003       5,299  
Net Cash used in Operating activities     (85,270 )     (115,600 )
                 

Cash flow from Investing activities:

               
Mining properties           (112,000 )
Plant and Equipment     (3,050 )     (18,446 )
Accumulated Depreciation - Plant and Equipment     2,441       1,383  
Net Cash used in Investing activities     (609 )     (129,063 )
                 

Cash flow from Financing activities:

               
Proceeds from Notes Payable     79,465       140,000  
Loan from Related Party           112,050  
Additional Paid in Capital           (118,020 )
Common Stock           118,020  
Net cash provided by financing activities     79,465       252,050  
                 

Increase (Decrease) in cash during the period

    (6,414 )     7,387  

Cash at beginning of period

    8,311       924  

Cash at end of period

  $ 1,897     $ 8,311  
                 

Supplemental disclosure of cash flow information:

               
Cash paid during the period                
Taxes   $     $  
Interest   $     $  

 

The accompanying notes are an integral part of these financial statements

 

 

 

  F-36  
 

 

 

AUREUS INCORPORATED

NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

October 31, 2017

 

 

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

 

Aureus Incorporated (the “Company”) was incorporated in the State of Nevada on April 19, 2013. The Company was organized to develop and explore mineral properties in the State of Nevada. On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. (“Gold Exploration”) pursuant to which the Company purchased 100% of Gold’s Exploration’s interest in one claim block of 11 claims or 220 acres, in Elko County, Nevada (the “Gold Creek Property”) for $15,000. The claims were registered in the name of Gold Exploration. On August 31, 2015, Gold Exploration’s title to the mining claims on the Gold Creek Property expired but has been re-staked by the Company. In September 2015, the Bureau of Land Management (“BLM”) imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property, in order to protect the greater sage-grouse and its habitat from adverse effects of locatable mineral exploration and mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property. On July 21, 2016 the Company entered into an agreement with Montana Mine Land Holdings LLC to acquire a 100% undivided interest of its Patented Mining Claims or the Property named: Keene Placer, M.S. located in Broadwater County, Montana.

 

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. It is management’s opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement’s presentation. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2017. The accompanying unaudited financial statements of the Company should be read in conjunction with the audited financial statements and accompanying notes filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2015. Operating results and cash flows for interim periods are not necessarily indicative of results that can be expected for the entire year.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Cash and Cash Equivalents

 

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. As of October 31, 2017, and October 31, 2016, there were no cash equivalents.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

 

  F-37  
 

 

Impairment of Long-Lived Assets

 

The Company tests its assets for recoverability whenever events or changes in circumstances indicate that the related carrying amount may not be recoverable, which includes comparing the carrying amount of a long-lived asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment loss would be measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. For the Company’s mining claims, this test includes examining the discounted and undiscounted cash flows associated with value beyond proven and probable reserves, in determining whether the mining claim is impaired.

 

Start-up Expenses

 

The Company expenses costs associated with start-up activities as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.

 

Mining Interests and Exploration Expenditures

 

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

 

Income Taxes

 

The Company utilizes FASB ACS 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authorities widely understood administrative practices and precedents.

 

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

 

 

 

  F-38  
 

 

We have implemented certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertain tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We adopted the provisions of ASC 740 and have analyzed filing positions in United States jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the United States as our “major” tax jurisdiction. Generally, we remain subject to United States examination of our income tax returns.

 

Fair Value of Financial Instruments

 

The Financial Accounting Standards Board issued ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures” for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.

 

FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

 

Level 1: Quoted prices in active markets for identical assets or liabilities

 

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Basic and Diluted Loss Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. ASC 260 requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) are similarly calculated. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the three and six months ended October 31, 2017 and 2016, there were no potentially dilutive securities.

 

Recent Accounting Pronouncements

 

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its condensed consolidated financial statements.

 

 

 

  F-39  
 

 

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.

 

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205- 40),” which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this new standard for the fiscal year ending December 31, 2014.

 

In April 2015, the FASB issued ASU 2015-3, “Interest - Imputation of Interest (Subtopic 835-30),” related to the presentation of debt issuance costs. This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption is required. We will adopt this pronouncement for our year beginning January 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.

 

NOTE 3 – GOING CONCERN

 

The Company has sustained operating losses since inception. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Management is endeavoring to begin exploration activities however, may not be able to do so within the next fiscal year. Management is also seeking to raise additional working capital through various financing sources, including the sale of the Company’s equity securities, which may not be available on commercially reasonable terms, if at all.

 

If such financing is not available on satisfactory terms, we may be unable to continue our business as desired and operating results will be adversely affected. In addition, any financing arrangement may have potentially adverse effects on us or our stockholders. Debt financing (if available and undertaken) will increase expenses, must be repaid regardless of operating results and may involve restrictions limiting our operating flexibility. If we issue equity securities to raise additional funds, the percentage ownership of our existing stockholders will be reduced and the new equity securities may have rights, preferences or privileges senior to those of the holders of our common stock. For the years ending October 31, 2017 and October 31, 2016 the Company had losses of $206,151 and $140,063 respectively and the accumulated deficit is $427,737.

 

 

 

  F-40  
 

 

NOTE 4 – PROPERTY AND EQUIPMENT

 

As of October 31, 2017, and 2016 the Company’s mine plant equipment consisted of the following:

 

   

October 31, 2017

   

October 31, 2016

 
Mine plant equipment   $ 21,907     $ 18,446  
Accumulated depreciation     (4,234 )     (1,383 )
Net   $ 17,672     $ 17,063  

 

NOTE 5 – LOAN FROM RELATED PARTY

 

During the period from April 19, 2013 to October 31, 2015, the Company received advances totaling $24,656 from Dong Gu Kang and Min Jung Kang, the Company’s former executive officers and directors (the “Selling Stockholders”). The advance was unsecured, non-interest bearing and due upon demand giving 30 days written notice to the borrower. In connection with the Stock Purchase Agreement, dated September 30, 2015, among the Company, the Selling Stockholders and Maverick, LLC, a Nevis limited liability company (“Maverick”), pursuant to which Maverick purchased 90,000,000 shares of common stock of the Company from the Selling Stockholders, Maverick assumed $24,656 in outstanding debt owed the Selling Stockholders by the Company; constituting 100% of the debt owed the Selling Stockholders of the Company, pursuant to a Debt Assumption Agreement, dated September 30, 2015, between the Company, the Selling Stockholders and Maverick. Maverick beneficially owns 71.7% of the common stock of the Company.

 

The balance of loan from related party as of October 31, 2017 and October 31, 2016 are $24,656 respectively.

 

NOTE 6 – NOTES PAYABLE

 

On September 9, 2015, issued Backenald Corp. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, and October 31, 2016 accrued interest amounted to $3,145 and $1,222, respectively.

 

On November 6, 2015, we issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, and October 31, 2016 accrued interest amounted to $1,986 and $978, respectively.

 

 

 

  F-41  
 

 

On March 22, 2016, we issued Craigstone Ltd. a promissory note in the principal amount of $20,000, bearing interest at the rate of 5% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, and October 31, 2016 accrued interest amounted to $2,115 and $420, respectively.

 

On August 31, 2016, we issued Success Zone Tech Ltd. a promissory note in the principal amount of $100,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, and October 31, 2016 accrued interest amounted to $9,380 and $420, respectively.

 

On February 23, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 17,500, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, accrued interest amounted to $958, respectively.

 

On March 27, 2017, we issued Craigstone Ltd. a promissory note in the principal amount of $ 12,465, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, accrued interest amounted to $595, respectively.

 

On May 16, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 4,500, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, accrued interest amounted to $165, respectively.

 

On May 19, 2017, we issued Travel Data Solutions a promissory note in the principal amount of $ 25,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, accrued interest

amounted to $904, respectively.

 

On July 28, 2017, we issued Backenald Trading Ltd. a promissory note in the principal amount of $ 20,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale. As of October 31, 2017, accrued interest amounted to $416, respectively.

 

 

 

  F-42  
 

 

NOTE 7 – DEPOSIT ON MINERAL PROPERTY ACQUISITION

 

On October 1, 2014, the Company entered into a Purchase Agreement with Gold Exploration Management Services, Inc. to purchase 11 claims in Mineral County Nevada known as the Gold Creek Property (the “Gold Creek Property”). The Company paid a total of $15,000 for the purchase of the Gold Creek Property, and was reflected in the financial statements as a deposit, until such time as the ownership transferred to the Company. In September 2015, the Bureau of Land Management (“BLM”) imposed a prohibition on mining activities on 10 million acres of public and National Forest System Lands, including the Gold Creek Property, in order to protect the greater sage- grouse and its habitat from adverse effects of locatable mineral exploration and mining activities, subject to valid existing rights (the “Land Freeze”). Due to the Land Freeze, the Company has not been able to have the title to the Gold Creek Property transferred into the Company’s name or to conduct any activities on the Gold Creek Property. On October 31, 2015 the Company recorded an impairment of $15,000 due the Land Freeze.

 

On July 21, 2016 the Company entered into an agreement with Montana Mine Land Holdings LLC to acquire a 100% undivided interest of its Patented Mining Claims or the Property named: Keene Placer, M.S. located in Broadwater County, Montana. The purchase price is 45,000,000 shares of common stock of the Company and the agreed upon value is $112,000 or $0.00248889 per share. As of October 31, 2017, the shares had not been issued therefore a current liability is recorded to a related party in the amount of $112,000.

 

NOTE 8 – COMMON STOCK

 

On November 17, 2015 the Company, authorized a fifteen-for-one (15:1) forward stock split of the Company’s common stock, par value $0.001 per share without changing the authorized number or par value of the Common Stock and with fractional shares resulting from the Forward Split being rounded up to the nearest whole number. The Forward Split became effective on November 25, 2015. As a result of the Forward Split, the number of the Company’s issued and outstanding shares of Common Stock were increased from 8,430,000 to 126,450,000. The amounts are being presented retroactive in the financial statements at October 31, 2015.

 

NOTE 8 – INCOME TAXES

 

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

 

ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company’s financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Net deferred tax assets consist of the following components as of October 31, 2017 and 2016:

 

    October 31, 2017     October 31, 2016  
Book Income (loss) from Operations (at 34% Federal Rate)   $ (145,431 )   $ (75,340 )
Change in Derivative Liability            
Change in Valuation Allowance     145,431       75,340  
Total provision for Income Taxes   $     $  

 

 

 

  F-43  
 

 

NOTE 9– SUBSEQUENT EVENTS

 

On November 7, 2017, the Company entered into a certain Cancelation of Acquisition and Stock Purchase Agreement with Montana Mine Land Holdings LLC, ("MMLH"), Tracy Fortner (the “Seller”) , Hohme Holdings International Inc. (“Buyer"), to which the Buyer purchased 90,000,000 shares of common stock of the Corporation (the “Stock Purchase") from the Seller for $0.0001111 per share, for a total of $10,000.

 

The Company accepted the resignation of Tracy Fortner as President, Secretary, Treasurer and Chief Executive Officer.

 

Immediately following the resignation and removal of the officer(s) the Company accepted Tracy Fortner’s successor Sadiq Shaikh, as President, Chief Executive Officer and Board Member. Deborah Engles was appointed as Treasurer and Secretary.

 

On December 5, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada in order to effectuate a 1-for-8 reverse stock split of its outstanding common stock with fractional shares being rounded up to the nearest whole number. However, on January 12, 2018, the Financial Industry Regulatory Authority (“FINRA”) informed the Company that the Company’s corporate action submission notice with FINRA concerning the reverse split was deemed to be deficient under FINRA Rule 6490(d)(3)(2) due to the fact that the Company had failed to file its quarterly report on Form 10-Q for the fiscal quarter ended July 31, 2016 and annual report on Form 10-K for the fiscal year ended October 231, 2016 prior to deregistering the Company’s common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC on March 7, 2017. As a result, the reverse split was not implemented in the OTC marketplace.

 

The Company determined to change the name of the Corporation to Hohme Inc.

 

The Company determined to authorize the issuance of 10 million (10,000,000) shares of "blank check" preferred stock, par value $0.001 per share.

 

On August 13, 2018, the company issued Travel Data Solutions a promissory note in the principal amount of $ 25,000, bearing interest at the rate of 8% per annum and maturing on the first anniversary of the date of issuance. The Company may prepay any or the entire outstanding principal of the promissory note at any time without penalty and shall be accompanied by payment of the accrued interest on the amount prepaid. The promissory note automatically becomes due upon an event of default, including breach, default, bankruptcy and sale.

 

On December 20, 2018, the Company entered into a certain Stock Purchase Agreement with Everett M. Dickson. To which the Buyer purchased 90,000,000 shares of common stock of the Corporation (the “Stock Purchase Agreement”) from the Seller for a total of $15,000. The Company accepted the resignation of Sadiq Shaikh as President and Chief Executive Officer and Deborah Engles as Secretary and Treasurer. Immediately following the resignation and removal of the officer(s) the Company accepted Sadiq Shikh’s successor Everett Dickson, as President, Chief Executive Officer, Treasurer, Secretary and Board Member

 

In accordance with ASC 855-10, the Company’s management has reviewed all material events and there are no additional material subsequent events to report.

 

 

 

 

  F-44  
 

 

 

PART III—EXHIBITS

 

Index to Exhibits

 

Exhibit   
Number Exhibit Description
   
2.1 Articles of Incorporation and Amendments Thereto
2.2 Bylaws
3.1 Specimen Stock Certificate
6.4 Employment Agreement of Everett Dickson
6.5 Indemnification Agreement – Everett Dickson
6.6 Incentive Stock Plan
6.7 Management Stock Bonus Plan
6.8 Annual Bonus Performance Plan for Executive Officers
6.9 Asset Acquisition Agreement – Yuengling's
11.1 Consent of Lux Law, P.A. (included in Exhibit 12.1)
12.1 Opinion of Lux Law, P.A.

 

 

 

 

 

 

  III-1  

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on May 29, 2019.

 

(Exact name of issuer as specified in its charter): Aureus Inc.

    

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

 

By (Signature and Title): /s/ Everett Dickson
  Everett Dickson, Chief Executive Officer (Principal Executive Officer).

 

Date: May 29, 2019

 

/s/ Everett Dickson                                                                

Everett Dickson, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer).

 

Date: May 29, 2019

 

 

SIGNATURES OF DIRECTORS:

 

/s/ Everett Dickson   May 29, 2019
Everett Dickson, Director   Date

 

 

 

  III-2  

 



Exhibit 2.1

  

11111111111111111 IIIIIIIIIIIIIIIIIIIIIII ROSS MILLER Secretary of State 204 North Carson Street, Suite 4 Carson City, Nevada 89701 - 4520 ( 775 ) 684 - 5708 Website : www . nvsos . gov *040101* , Filed in the office o f :;; ;; " AL - Ross Miller Secretary o f State State o f evada Documen t Number 20130261859 - 87 Filing Da te and T i me 04/19/2013 5:02 PM En t i ty Number E0196982013 - 0 Articles of Incorporation (PURSUANT TO NRS CHAPTER 78) {This document was filed electronically.) ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY - DO NOT HIGHLIGHT 1.Nameof Corporat l on: AUREUS INCORPORATED 2. Registered Agent for Service of Process: (check only one box) Iii Commercial Registered Agent: D Noncommercial Registered Agent OR D Office or Position with Entity Name .................. . (narne.an .a re:ss.belCJ'N ) ...... . . ................................ . (narne.and.address.belo.vJ ...... . . Name oi Noncommercial Registered Agent OR Name oi Title oi Office or Other Position with Entity Mailing Address (ii diiferent irom street address) City 4. Names and Addresses of the Board of DI rectors/Trustees: (each Director/Trustee must be a natural person at least 18 years oi age: attach additional page ii more than two directors/trustees) Street Address 3 . Authorized Stock : (number oi shares corporation is authorized to issue) Number of Number of City State Zip Code 5. Purpose: (optional: see instructions) Thep1JrptJ5.e pf tile C()rptJra.tion sha.ll tJc:: ANY LEGAL PURPOSE 6. Name, Address and Signature of lncorporator: (attach additional page ii more than one incorporator) 7. Certificate of Acceptance of Appointment of Registered Agent: I hereby accept appointment as Registered Agent for the above named Entity. }( NEVADA AGENCY AND TRANSFER COMPANY Authorized Signature of Registered Agent or On Behalf of Registered Agent Entity Date This form must be accompanied by appropriate fees. Nevada Secretary of State NRS 78 Articles Revised 4 - 10 - 09

 
 

(PROFIT) INITIAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT AND STATE BUSINESS LICENSE APPLICATION OF: FILE NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF **YOU MAY FILE THIS FORM ONLINE ATwww.nvsos.gov** The entity's duly appointed registered agent in the State of Nevada upon whom process can be served is NEVADA AGENCY AND TRANSFER COMPANY 50 WEST LIBERTY STREET SUITE 880 RENO, NV 89501 , Filed in the office o f :;; ;; " AL - Ross Miller Secretary o f State State o f evada Documen t Number 20130261861 - 20 Filing Da te and T i me 04/19/2013 5:02 PM En t i ty Number E0196982013 - 0 1111111111111111 1 IIII I IIII I IIII I III I IIII *100105* A FORM TO CHANGE REGISTERED AGENT INFORMATION IS FOUND AT www.nvsos.gov ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: f[l)W#P#0rn ritWffe@@@ p#@#:#i%h ........... A U \ it: S!"At.:1:16 i'uHUi'Ht.:1: USt:UiliLY .. USE BLACK INK ONLY - DO NOT HIGHLIGHT D Return one file stamped copy. (11 iiling not accompanied by order instructions, 1ile stamped copy will be sent to registered agent.) IMPORTANT: Read instructions before completing and returning this form 1 Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form FORM WILL BE RETURNED IF UNSIGNED. 2. If there are additional officers, attach a list of them to this form. 3. Return completed form with the filing fee of $125 00. A $75 00 penalty must be added for failure to file this form by the last day of the first month following the incorporation/initial registration with this office 4. State business license fee is $200.00. Effective 2/1/201O, $100 00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State. 6. Ordering Copies : If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification A copy fee of $2 .00 per page is required for each additiona I copy generated when ordering 2 or more file stamped or certified copies. Ap propriate instructions must accompany your order. 7. Return the completed form to Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708 8. Form must be in the possession of the Secretary of State on or before the last day of the first month following the initial registration date. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties Failure to include initial list and business license fees will result in rejection of filing· INIJIAI I !SJ Ell ING EEE· $125 oo I ATE PENAi D'.· $75 oo BL! SINFSS I IQENSF FEE· $200 oo I ATE PEN Al D'.· $l oo oo NOTE: If claiming an exemption, a notarized Deelaration of Eligibili1y form must be attached. Faiiure to attach the Declaration of Eligibility form will result in rejection, which could result in late fees. D This corporation is a publicly traded corporation. The Central Index Key number is: D This publicly traded corporation is not required to have a Central Index Key number. CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW D Pursuant to NRS Chapter 76, this entity is exempt 1rom the business license 1ee. Exemption code: ·' --- • NRS 76.020 Exemption Codes 001 - Governmental Entity 5 - Motion Picture Company 6 - NRS 680B.020 Insurance Co. NAME TITLE(S) PRESIDENT (OR EQUIVALENT OF) I declare, to the best of my knowledge under penalty of perjury, that the above mentioned entity has complied with the provisions of NRS Chapter 76 and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State. X DONG - GU KANG Date 4/19/2013 5:02:28 PM Signature of Officer Nevada Secretary of State Initial List Profit Revised 3 - 9 - 12

 
 

(PROFIT) INITIAUANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF. TO APR, 2014 APR, 2015 USE BLACK INK ONLY - DO NOT HIGH U GHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsllverflume.gov** D Return one file stamped copy. (11 ii ling not accompanied by order instructions, ii le stamped copy will be sent to registered agent.) IMPORTANT: Read ins rructions before completing and re tu ming this form 1 Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form FORM WILL BE RETURNED IF UNSIGNED. 2. If there are additional officers, attach a list of them to this form 3. Retum the completed form with the filing fee Annual list fee is based upon the current total authorized stock as explained in the Annual List Fee Schedule For Profit Corporations. A $75 00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year 1111111111111111 1 IIII I IIII I IIII I III I IIII *100101* , Filed in the office o f :;; ;; " AL - Ross Miller Secretary o f State State o f evada Documen t Number 20140283966 - 61 Filing Da te and T i me 04/18/2014 8:45 AM En t i ty Number E0196982013 - 0 ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: 11 0 f e 6, ! F l E n l f ' f i F r l £ 1 u t 'ff ) NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to attach the Deelaration of Eligibili1y form wi II result in rejec1ion, which could result in I ate fees. D This corporation is a publicly traded corporation. The Central Index Key number is: D This publicly traded corporation is not required to have a Central Index Key number. 4. State business license fee is $200.00 Effective 2/1/201O, $100 00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State. 6. Ordering Copies : If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order. 7. Return the completed form to Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708. 8. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date wi II be retumed for additional fees and penalties. Failure to include annual list and business license fees wi II result in rejection of filing CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW D Pursuant to NRS Chapter 76, this entity is exempt 1rom the business license 1ee. Exemption code: ·' --- • NRS 76.020 Exemption Codes 001 - Governmental Entity 5 - Motion Picture Company 6 - NRS 680B.020 Insurance Co. NAME TITLE(S) PRESIDENT (OR EQUIVALENT OF) TITLE(S) TREASURER (OR EQUIVALENT OF) SUNGNAM CITY, KYUNGGI - n TITLE(S) DIRECTOR .......................................................................... STATE • SUNGNAM CITY, KYUNGGI - D ZIP CODE 463 - 816 None of the officers or di rect ors identified in the I ist of officers has been identified with the fraudulent intent of con cea Iin g the identity of any person or persons exe rcising the power or authority of an officer or director in furtherance of any unlawfuI conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretsry of State. X DONG - GU KANG Date • 4/18/2014 8:45:36 AM • Signature of Officer or Other Authorized Signature Nevada Secretary of State List Profit Revised 7 - 31 - 13

 
 

(PROFIT) INITIAUANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF. TO APR, 2015 APR, 2016 USE BLACK INK ONLY - DO NOT HIGH U GHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsllverflume.gov** D Return one file stamped copy. (11 ii ling not accompanied by order instructions, ii le stamped copy will be sent to registered agent.) IMPORTANT: Read ins rructions before complering and returning this form 1 Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form FORM WILL BE RETURNED IF UNSIGNED. 2. If there are additional officers, attach a list of them to this form 3. Return the completed form with the filing fee Annual list fee is based upon the current total authorized stock as explained in the Annual List Fee Schedule For Profit Corp orations. A $75 00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year. 1111111111111111 1 IIII I IIII I IIII I III I IIII *100102* Filed in the office o f K. viL Barbara K. Cegavs ke Secretary o f State State o f evada Documen t Number 20150191763 - 85 Filing Da te and T i me 04/28/2015 1:28 PM En t i ty Number E0196982013 - 0 ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: f[l ) W#PMrn M®#fii@#i #fo:@#Mi¥ > ············AebVESPACE.iSFbR"bFFICElisE·oiilLv··· NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to attach the Deelaration of Eligibili1y form wi II result in rejec1ion, which could result in I ate fees. D This corporation is a publicly traded corporation. The Central Index Key number is: D This publicly traded corporation is not required to have a Central Index Key number. 4. State business license fee is $200.00 Effective 2/1/201O, $100 00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State. 6. Ordering Copies : If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order. 7. Return the completed form to Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708. 8. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties Failure to include annual list and business license fees wi II result in rejection of filing CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW D Pursuant to NRS Chapter 76, this entity is exempt 1rom the business license 1ee. Exemption code: ·' --- • NRS 76.020 Exemption Codes 001 - Governmental Entity 5 - Motion Picture Company 6 - NRS 680B.020 Insurance Co. NAME TITLE(S) PRESIDENT (OR EQUIVALENT OF) TITLE(S) TREASURER (OR EQUIVALENT OF) SUNGNAM CITY, KYUNGGI - n TITLE(S) DIRECTOR .......................................................................... STATE • SUNGNAM CITY, KYUNGGI - D ZIP CODE 463 - 816 None of the officers or di rect ors identified in the I ist of officers has been identified with the fraudulent intent of con cea Iin g the identity of any person or persons exe rcising the power or authority of an officer or director in furtherance of any unlawfuI conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretsry of State. X DONG - GU KANG Date 4/28/2015 1:28:32 PM Signature of Officer or Other Authorized Signature Nevada Secretary of State List Profit Revised 1 - 5 - 15

 
 

(PROFIT) INITIAUANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF. TO APR, 2015 APR, 2016 USE BLACK INK ONLY - DO NOT HIGH U GHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsllverflume.gov** D Return one file stamped copy. (11 ii ling not accompanied by order instructions, ii le stamped copy will be sent to registered agent.) IMPORTANT: Read ins rructions before complering and returning this form 1 Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form FORM WILL BE RETURNED IF UNSIGNED. 2. If there are additional officers, attach a list of them to this form 3. Return the completed form with the filing fee Annual list fee is based upon the current total authorized stock as explained in the Annual List Fee Schedule For Profit Corp orations. A $75 00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year. 1111111111111111 1 IIII I IIII I IIII I III I IIII *100103* Filed in the office o f K. viL Barbara K. Cegavs ke Secretary o f State State o f evada Documen t Number 20150503952 - 02 Filing Da te and T i me 11/18/2015 11:14 AM En t i ty Number E0196982013 - 0 ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: f[l)W#P#M0 rit®#@@@ p#@#:#i%h ············AebVESPACE.iSFbR"bFFICElisE·oiilLv··· 4. State business license fee is $500.00/$200.00 for Professional Corporations filed pursuant to NRS Chapter 89. Effective 2/1/201O, $100 00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State. 6. Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order. 7. Return the completed form to Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708. 8. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties Failure to include annual list and business license fees wi II result in rejection of filing CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW 0Pursuant to NRSChapter 76, this entity is exempt 1rom the business license 1ee. Exemption code: I _ NRS 76.020 Exemption Codes NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to 001 - Governmental Entity attach the Declaration of Eligibility form will result in rejection, which could result in late fees. 005 - Motion Picture Company 0This corporation is a publicly traded corporation. The Central Index Key number is: 0001624517 006 - NRS6808.020 Insurance Co 0This publicly traded corporation is not required to have a Central Index Key number. NAME TITLE(S) PRESIDENT (OR EQUIVALENT OF) STATE ZIP CODE TITLE(S) SECRETARY (OR EQUIVALENT OF) TITLE(S) TREASURER (OR EQUIVALENT OF) TITLE(S) DIRECTOR ZIP CODE 59602 None of the officers or di rect ors identified in the I ist of officers has been identified with the fraudulent intent of concea Ii n g the identity of any person or persons exe rcising the power or authority of an officer or director in furtherance of any unlawfuI conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretsry of State. X MATIHEW KILLEEN Date Jl/18/2015 11:14:05 AM Signature of Officer or Other Authorized Signature Nevada Secretary of State List Profit Revised 7 - 1 - 15

 
 

(PROFIT) INITIAUANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER NAME OF CORPORATION FOR THE FILING PERIOD OF. TO APR, 2016 APR, 2017 USE BLACK INK ONLY - DO NOT HIGH U GHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsllverflume.gov** D Return one file stamped copy. (11 ii ling not accompanied by order instructions, ii le stamped copy will be sent to registered agent.) IMPORTANT: Read ins rructions before complering and returning this form 1 Print or type names and addresses, either residence or business, for all officers and directors. A President, Secretary, Treasurer, or equivalent of and all Directors must be named. There must be at least one director. An Officer must sign the form FORM WILL BE RETURNED IF UNSIGNED. 2. If there are additional officers, attach a list of them to this form 3. Return the completed form with the filing fee Annual list fee is based upon the current total authorized stock as explained in the Annual List Fee Schedule For Profit Corp orations. A $75 00 penalty must be added for failure to file this form by the deadline. An annual list received more than 90 days before its due date shall be deemed an amended list for the previous year. 1111111111111111 1 IIII I IIII I IIII I III I IIII *100103* Filed in the office o f K. viL Barbara K. Cegavs ke Secretary o f State State o f evada Documen t Number 20160195124 - 51 Filing Da te and T i me 04/29/2016 12:19 PM En t i ty Number E0196982013 - 0 ::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: ::: :::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::: f[l)W#P#M0 rit®#@@@ p#@#:#i%h ············AebVESPACE.iSFbR"bFFICElisE·oiilLv··· 4. State business license fee is $500.00/$200.00 for Professional Corporations filed pursuant to NRS Chapter 89. Effective 2/1/201O, $100 00 must be added for failure to file form by deadline. 5. Make your check payable to the Secretary of State. 6. Ordering Copies: If requested above, one file stamped copy will be returned at no additional charge. To receive a certified copy, enclose an additional $30.00 per certification A copy fee of $2.00 per page is required for each additional copy generated when ordering 2 or more file stamped or certified copies. Appropriate instructions must accompany your order. 7. Return the completed form to Secretary of State, 202 North Carson Street, Carson City, Nevada 89701 - 4201, (775) 684 - 5708. 8. Form must be in the possession of the Secretary of State on or before the last day of the month in which it is due. (Postmark date is not accepted as receipt date.) Forms received after due date will be returned for additional fees and penalties Failure to include annual list and business license fees wi II result in rejection of filing CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW 0Pursuant to NRSChapter 76, this entity is exempt 1rom the business license 1ee. Exemption code: I _ NRS 76.020 Exemption Codes NOTE: If claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to 001 - Governmental Entity attach the Declaration of Eligibility form will result in rejection, which could result in late fees. 005 - Motion Picture Company 0This corporation is a publicly traded corporation. The Central Index Key number is: 006 - NRS6808.020 Insurance Co 0This publicly traded corporation is not required to have a Central Index Key number. NAME TITLE(S) PRESIDENT (OR EQUIVALENT OF) STATE ZIP CODE TITLE(S) SECRETARY (OR EQUIVALENT OF) TITLE(S) TREASURER (OR EQUIVALENT OF) TITLE(S) DIRECTOR ZIP CODE 59602 None of the officers or di rect ors identified in the I ist of officers has been identified with the fraudulent intent of concea Ii n g the identity of any person or persons exe rcising the power or authority of an officer or director in furtherance of any unlawfuI conduct. I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretsry of State. X DEBORAH ENGLES Date • 4/29/201612:19:02 PM. Signature of Officer or Other Authorized Signature Nevada Secretary of State List Profit Revised 7 - 1 - 15

 
 

USE BLACK INK ONLY • 00 NOT HIGHLIGHT "' YOU M A Y F IL E T HI S F ORM O N LIN E A T www.nvsilverflume.g o - v 0 Return one fil e s tam ped copy. (II filing not accompanied by o r der lnstruciJons, hie stam p ed copy will be sen · o regi stered agent. ) IMPORTANT: Read insttucllO ns before complelmg and returning this form. 1. Prin t or type names and addresses . el1her 1esldence or business . for all olllcefs and d ectors. Presiden t . Secretary. T asurer. or equivalent ol arid all Directors mus t be named . TM e must be at leB.SI one di rec l or. An Officer musl sign the lorm. FORM WILL BE RETURNED JF UNSIGNED. 2. If there are ad !Jonal officess, auach a of them to th s l onn 3 . Return the comple t ed ronn the II ng le e. Asvlual 11s t lee IS based upon lhe curren t t otal authorized stock as expla)ned In e Annual List Fee Schedule F0< Pro ColJ)oralJOnS . A S75 00 penally mus t be added l ot t a1lute to I is lo rm by the deadline . An annu lisl recelV8d more lh an 90 days belore ts due date shall be deemed an amencied IISI for t he previous year . ( PROF I T ) INI T IA U ANNUA L LI ST OF OFF I CERS , DIRECTORS AND STA T E BUS I NESS LI CENSE APP LI CATION OF : RU I ORP RT D AME OF CORPORATION FOR THE F I LING PERIOO OF TO PR , 2017 PR , 201 ENTITY NUMBER 019 9820 1 - 0 I l ll l l l ll l l l ll lll lll l l 1 1 1 1 1 111111 1 111 1 1 1 Fi ed in the office of 1'.G2'..A.. Barbara K. Cegavske Secretary of State State of. evada Document Numb er 20 1 70 1 84588 - 44 Filing Date and Time 04 / 28 / 2017 9 : 25 AM Entity umber E0196982013 - 0 (T his docume nt was filed electronlcaffy ) ABOVE SPACE IS FOR OFFICE USE ONLY 4. State bus.lness license lee Is S500 . 00l$200 . 00 lot Professional Colpolattons f iled pursuan t to NAS Chap«er 89 . EttecUve 2/ 1 120 10 , $ 1 00 . 00 mus t be added for failure to file lorm by deadline 5. e your ch ec k payable to the Secretary of Slate. 6. Order jn g Cgp j es : tr re ques led a.bove, one Ille stamped copy I be re t urned a1 no addJllOnal Charge To receive a oe11lfied copy , enclose an add lo na l $30 . 00 Pef ce11iflcatlon. A copy fee ol $2 . 00 per page s requ red lor ch edd i t lonal copy generated w h en ordering 2 or more le s l ampad or ceruroed cop es proprlate lnstrucboos must accompany your order . 7. Ra t um the comple t ed fonn IO : Secretary o/ State, 202 orth Ca,son S1raeL Carson C y, evacla 8970 1 · 4201. (775) 684 - 5708 . 8 . Form must be In the possession ol tl'l8 Sectatary ot State on or before I.he 1as1 day oC l ha month In w tl.d'I Is due . (Pos tmatt \ da l e is nol accepted as rooaipl dat . ) Forms received eJter due da l e will be re t urned fo, addi1ionat tees and panafties. Fai h . . - e lo include annual lisl endbusiness license fees will result in rejection ot filing. CHECK ONLY IF APPLICABLE AND ENTER EXEMPTIO N CODE IN BOX BELOW 0Pursuan to NAS Chapter 76, this en h ty ,s e xem pt lrom e business l tee - nse l ee . Exemption code : I .. RS 76.020 Exemption Codes N OTE : If claiming an exemption , a notarized Declaration of Eligibility form must be attached . Failure to 001 • Governmental Entity attach the Declaration of Eligibility form will result in rejection , which could result in late fees . 005 • otion P ictu re Com p any D Th i s corporati o n is a p ub l icly r aded corpora ion. The Cen ral I ndex K ey number i s : 006 • NRS 6806.020 I nsu rance Co D This publicly 1ra ded corporation " s not required to have a Central I ndex Ke y number. TITLE (S) PRESIDENT (OR EQUIVALENT O F) CI TY S TA TE R ZIP CODE TITLE (S) SECRETARY (O R EQUIVALENT OF} Cf TY S TA TE ZIP CODE R 9501 TITLE (S) TRA R TREASURER ( OR EQUIVALENT O F} ADDRESS 0 CITY R · S TA TE ZIP CODE ---- . TITLE (S) YF R R DIRECTOR CITY STATE ZIP CODE 0 R · 9 01 None ol the officers or directors i dentified in the li SI ol officers has been identified whh the lreudulent nlent ot concealing the identify ol eny person or persons x rclslng t h powor or author ty ol oltlcc,r or dlroc10, In furttr ra c ot any unlawfu conduct . I declare, to the best of my knowledge und pCf'lal y of perjury, that the nfOflllal on cont - an d hC!'e n s oonect and acknowlcdg that pursuant 10 NRS 299.330 , I t ls a calego,y C lelony to know in g ly ofter any false or forged instn.1menl for filing " n the Ollice ol the Secretary ol State . Tille X TRACY FORTNER S i g n at u re of O ffi cer or Other Authorized Signatu r e PR ID T Date 4128 - 0 1 7 9:2 :41 Nevada Secre1ary o r Sla 1 e Li s t Profi Ae lsed : 7 - 1 · 15

 
 

(PROFIT) INITIAL/ANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: I A _ U _ R _ E _ U _ S _ IN _ C _ O _ R _ P _ O _ RA _ T _ E _ D EN TIT Y NUMB ER j j E0196982013 - 0 I : : : : ; ::op:: : : O F I APR, 2017 TO APR, 2018 11111111111111111 IIIIIIIIIIIIIII IIII IIII * 10 010 3 * USE BLACK INK ONLY - DO NOT HIGHLIGHT **YOU MAY FILE THIS FORM ONLINE ATwww.nvsilverflume.gov** D Return one file stamped copy. ( If filing not accompanied by order instructi ons , file stamped copy will be sent to registered agent. ) IMPORTANT : Read instructions before completing and returning this form. 1. Prin1 or 1ype name s and addresses, e i t her re side n ce or bus in ess , fo r all off i cers and directo r s. A Pre side nt, Secretary, T reas urer, o r equiva l en1 o f a n d a l l Di rec1o r s mus1 be name d. T he r e mus1 be at least one d ir ec1 o r. A n Officer must sign t he form . FORM WILL BE RETURNED IF UNSIGNED. 2. If 1here a re add i 1io n a l o ff ice r s , a11ac h a list o f 1hem to t h is fo rm. 3. Re t urn t he comp l e1ed form wi1 h t he fil i ng fee. Annua l l ist fee is based upo n t he c urre nt tota l au1ho r ized s1oc k as exp la in ed in t he A nnu al List Fe e Sched ule F or Profi1 Co rp o ra t i ons. A $75.00 penalty must be added fo r fa i lu re 10 file 1his f orm by t he deadl in e. An ann ual list re ceived more 1ha n 90 days be f o r e i ts due date shal l be deemed an ame n ded list f or 1he prev i ous year. Filed in the office of Document umber K . .d,.., 20170511 66 - 78 12/04/20171:30 PM Bar b ara K. Ce gavske F1h11g Date and Tune SecretaryofState State of Nevada En tity umber E0196982013 - 0 (This document was filed electronically .) ABOVE SPACE IS FOR OFFICE USE ONLY 4. State bus in ess li ce n se f ee is $5 00 .00 / $200.00 fo r Professiona l Co r po r at i ons f i l ed purs u a n t 10 NRS C h apter 89. Effe ct i ve 2/1 / 20 1 0, $ 100 .00 mus1 be added f o r fail ure 10 file f orm by deadli n e. 5. Make your chec k payable 10 t he Secre1ary of S1a1e. 6. Ordering Copies : If requested above, one file s1amped copy w il l be re t urne d a1 no add i tiona l charge. T o re ceive a certi f ied copy , enc los e an add i 1iona l $30.00 per cert if icat i on . A copy fee of $2.00 per page is r eq ui red f or each additional copy genera1ed w h en orderi ng 2 or m ore f i l e s1amped o r certified cop i es. Appropria1e i ns1ruc i ton s mus1 accompany your order. 7. Re1urn 1 h e comp l e1ed f o rm 10: Secre1ary of S1a1 , e 202 Nort h Ca r son S1 r ee1,Ca r so n C i 1y , Nevada 89701 - 420 1 , (775) 684 - 5708. 8. F orm must be in 1he possession of the Secre1ary of State on or befo re t he last day o f t he mon1h i n whic h i1 is due. {Postmark dale is no1 accep1ed as receipt dale .) F orms received afte r due dale w il l be re t urne d f o r add i t i onal fees and pena l1i es. F ail ure to i nc lu de ann u a l list and bus i ness l ice n se fee s wi ll result i n reject i on of fil ing. QHEQK QNLV IF APPLIQABLE AND ENTER EXEMPTIQN QQDE IN BQX BELQW 0 Pursuan t to NRS Chapter 76 , this entity i s e xempt from th e business li cense fee. Exemption code: I I NRS 76 .0 20 Exempt ion Codes NOTE: It claiming an exemption, a notarized Declaration of Eligibility form must be attached. Failure to 001 - Governmental Entity attach the Declaration of Eligibility form will result in rejection, which could result in late fees. 006 - NRS 680B.020 Insurance Co 0 This corpora ti on is a publicly traded corporation. The Central Index Key number is: I 0001624517 I 0 This publicly traded corporation is not required t o have a Central Index Key number. NAM E I SADIQ SHAIKH TITLE{S) I PRESIDENT {OR EQUIV A LENT OF) CI TY S T A TE ZI P COD E A D DRESS i 1241 S. HARVARD AVE . I ! TU LSA I [2K] 1 74112 I NAM E I DEBORAH ENGLES TITLE{ S ) : SECRETARY { OR EQUIVALENT OF ) CI TY S T A TE ZI P COD E A D DRESS j 1241 S, HARVARD AVE. I ! TULSA I [2K] 1 74112 I NAME I DEBORAH ENGLES TIT LE{S ) I TREASURER ( OR EQUIV A LENT OF) CITY S T A TE ZIP COD E A D D R ESS i 1241 S. HARVARD AVE . I ! TU LSA I 1 74112 I NAM E I SADIQ SHAIKH TITLE{S) I DIRECTOR CIT Y S T A TE ZIP CO D E AD DRE SS ! 1241 S. HARVARD AVE . I ! T ULSA ; [QKJ 1 74112 I None of the officers or directors Identified in the list of officers has been Identified with the fraudulent Intent of concealing the identity of any person or persons exercising the power or authority of an officer or director In furtherance of any unlaWful conduct. I declare , to the best of my knowledge under penalty of perjury , that the information contained herein is correct and acknowledge that pursuant to NRS 239.330, it is a category C felony to knowingly offer any false or forged instrument for filing In the Office of the Secretary of State. X DEBORAH E ENGLES Signature of Officer or Other Authorized Signature Title I. T R _ E _ A _ S _ U _ R _ E _ R Date .! I 12;412017 1:30:33 PM I Nevada Sec re ta ry o f Stale List Pr ofi1 F orm : 100 1 03 Revised: 7 - 1 - 17

 
 

Illllllllllllllllllllllllllllllllll · lIIII . .. ... .. .... ., . . • ' . . - . .. .. ' · " ' t!.f - :· -- . . . . . ' ' BARBARA K . CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Filed i n the o f fice of D ocu m en t Nu mb e r K . .J,_, 20170515115 - 68 C k F il in g Date and Time Barbara K. egavs e 12/06/2017 8·00 AM Secretary of State · State of evada En ti ty umber E0196982013 - 0 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78 . 390) USE BLACK INK ONLY - DO NOT HIGHL . IGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1 . _ N a - ? . . r C ? ! P ! _ n _ : Aureus Incorporated 2 . The art i cles have been amended as follows: (prov i de article numbers , i f available) : Art i c l - e 1 <N - rc q; a t i o - n) - < l Ar t i c - T - 3 ( A u t h o r i i " s t o c k S " - e i i e r e . by - e n d - d - - se t r o r t - h - - - - - - - : Annnex A attached hereto. 3 . The vote by which the stockholders holding shares i n the corporation entitling them to exercise at least a majority of the voting power , or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: : -- · - - - -- -- · · -- - - - · 7 i - - · - · - ---- - · · --- · · · · - 1 -- - · · · - ·· - - - - - - - - - - ---- - - · 1 4. Effective date and time of filing: ( optional ) Date: 12/15/2017 Time : : 10:00 am i I . ..... .. - , . · - - - · · . --- · · - , . (must not be late r than 90 days after the certificate i s fi led) 5 . Signature : (required) *If any proposed amendment wou l d a l ter o r change any preference or any relative or other ri ght given to any class or series of outstanding shares , the n the amendment must be approved by the vote, i n addit i on to the affirmative vote otherwise requ i red , of the holders of sha r es representing a majority of the voting power of each class or se ri es affected by the amendment regardless to l im lt atlonso r restrictio n s on the vot i ng power thereof . This form must be accompanied by appropnate f e es. IMPORTANT: Fa i lureto i nclude any of the above informat i on and s u bm i t w i th the proper f ees may cause this filing to be r ejected . N ev ada Secretary o f State Amend Profit - After Rev ised: 1 - 6 - 15

 
 

Annex A 2. The Articles have been amended as follows (provide article numbers, if available) Article 1 (Name of Corporation) of the Articles of Incorporation is hereby amended as follows: The name of the Corporation shall be changed from Aureus Incorporated to Hohme, Inc. Article 3 (Authorized Stock) is hereby amended as follows: Upon the effectiveness (the "Effective Time") of this Certificate of Amendment to the Articles of Incorporation of the Corporation, pursuant to the Nevada Revised Statutes, the authorized capital stock of the Corporation shall consist of 160,000,000 shares, consisting of 150,000,000 shares of common stock, par value $0.00I per share (the "Common Stock"), and 10,000,000 shares of"blank check" preferred stock, par value $0.001 per share (the "Preferred Stock"). The Board of Directors of the Corporation is hereby expressly authorized to provide, out of the unissued shares of "blank check" Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, ifany, and any qualifications, limitations or restrictions thereof, of the shares of such series . The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. At the E ffective Time , each eight (8) shares of Common Stock of the Corporation issued and outstanding or held by the Corporation as treasury stock prior to the Effective Time, shall be immediately combined into one (1) validly issued, fully paid and nonassessable share of Common Stock without any further action by the Corporation or the holders thereof; provided that no fractional shares shall be issued to any holder and instead of issuing fractional shares, the Corporation shall round fractional shares up to the nearest whole number. The par value and the amount of authorized Common Stock shall remain unchanged.

 
 

(PROFIT) INITIAL/ANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS ENTITY NUMBER LICENSE APPLICATION OF: i HO HM, E INC. --- · - ··· - ·· .. ···· - ·· --- · - · NAME OF CORPORATION FOR THE FILING PE;RIOD OF 1 . 4/2.()JS .··_ - USE BLACK INK ONLY· DO NOT HIGHLIGHT T O :. .. 4/2Q }9 ..... .... .. ··1 ., ...... y -- - . · , r .. . ... - - · · - · - · - - · ·· · · · - - · - - - - --- . . . : 1 E0 1 9 ' 69820 13 - 0 I llllll lllll 1111111111111111111111111111 ** YOU MAY FILE THIS FORM ONLINE AT www.nvsllverflume.gov"" 0 Return one file stamped copy . (If filing not accompanied by order instructions, file stamped copy wil be sent t o reg iste red agent) IMPORTANT - Read instructions before completing and returning this form. r. Prtnl or type names and addresses, elt'1er residence or business. for all offlcets and d i rectors. A President, Secretary , Treasurer, or equivalent of and all D l reClors must be named. There must be at least one director. An Officer must sign the form . FORM WILL Be RETURNED IF UNS1GN£D . 2. I f there ant additional officers, attacfl a l ist of them to this form . 3. Return lhe completed form with the filin g fee . Annual list fee i s based upon the currant total aultlorized stock as expla i ned In the Annual List fee Schedule for Profit CorporaUons. A $75.00 penalty must be added fo r faUure to Ille this form by the dead line. An annual 11st received more than 90 days before It, due date shall be deemed an amended list for the prev1ous ar . •t o 010,• Filed in the office of - K S.,d,.,, Barbara K. Ce gavsk e Secretary of State St ate of Neva da Docum e nt Number 20180184738 - 82 Filing Date and Time 04/24/2018 8:33 AM E nti ty Number E0196982013 - 0 ABOVE SPACE IS FOR OFFICE USE ONLY 4. State business! rise fee Is $500.00/$200 . 00 for Proless l onal Corporatk!ns filed pursuant to NRS Chapter 89. Effective 2/1/2010, $100 . 00 must be eddad for feHure lo file fo rm by deadtine , 5. Make your checi< payable t o the Secreta,y of State . 6. Ordering Copjes ; II requestad above, one file stamped copy w i n be returned at no additlon;il charge. To receive a certified copy, enclose an additional $30.00 per certlflcaUon . A copy fee of $2.00 per page ts required for each additional copy generated when ordering 2 or more ftle stamped or certlfled ccple6. Appropriate lnsll \ lcttons muit accompany your order . 7. Return the completed form to: Secretary of Slllte. 202 North Carson street. Carson C ily, Nevada 89701 - 4201 . (775) 684 - 5708. 8, Form must be In lhe pos siQn of \ he - Secretary of Sta te o n or before the last day of the month i n which is due. (Postmark dale is not accepted as receipt date.) F orms received after due date will be retumed for additional fees and penalties . Fa ure to includ e annual list and busir,ess license fees win result i n rejadlon of fiijng. CHECK ONLY IF APPLICABLE AND ENTER EXEMPTION CODE IN BOX BELOW 0Pursuant toNRSChapter 76 , this entity i s exempt from lhe business license fee. Exemption code: I I NRS 76.020 Exemption Codes NOTE : If clalmlng an exemption, a notarized Declaration of Ellglblllty form must be attached. Failure to 001 - Governmental Entity attach the Declaration of Ellg i blll ty form will result In rejection, which could result In late fees. 006 - NRS 6809 .020 Insurance Co 0 Th ls corporation i s a publicly traded corpora ti on. The Central Index Key number is : ' •· · 0 Th is publicly traded corporation is not required to have a Central Index Keynumber. NAME , - ,.·· - · -- _ . ,... - - - - · • M••, u -- L •· -- .... - . •• " ·" ' ' " ' " • · •"''" " " " ".',' ' " "• " " ' sAD19 _ sHAIKH ADDRESS ···· - ··· · - ··· ... · -- . . . . . . . . .. · ·· · -- -- - ··· - · '. 1 23 W . NYE LAN E, SUITE _ 129_ _ .. - - -- -- - . T ITLE(S ) PRESIDENT (OR EQUIVALENT O F) CITY STATE ZJP G DE ..........? ; ·· ·· ··· ·· - - - . · -- · j J C . Q .. 9 1:Y . ; .. NV ; . 89706 NA . ME - ···· · - · ···· - · ----- ·· - - - - · - - · .. ! DEBORAH EN GLES : · -- - ... ADDRESS . 1 _ 23 W _ : NYE _ LANE, .. SUITE 129 • . .. TfTLE(S) ' SECRETARY (OR EQUIVALENT OF) ' CITY STATE ZIP CODE , , ··· - · · - ..... · - - ' : . C ARSON C!,TY ' ' . ' N - · V - : · : .... 89706 NAME TIT LE($) .J . TREASURER (OR EQUIVALENT OF) CITY STATE ZIP CODE " , - .·••T•' : c ARSON CITY NV l , 89706 .. " · - - - - .. -- • • T · - • 0 , t. - - - - - ·T - - rn - • ' •• ! DEBORAH ENGLES ADDRES S p3 .. - 1:lYE L E, SUlT _ E 129 - - - : S SHAIK = H . - : : - . = . . ' ... "" . . ---- .. ADDRESS , l? w. N.YE - ! .. !J l} ? Tl11.E(S) DIRECTOR CITY ,r STATE ZIP CODE T - • · 1 C ARSON ClTY ( ; N V _ : 89? . 0 ? None of the officers · or d i rectors identlfled in the list of · officers has been ide11tifled with the fraudulent intent of conceal i ng the identity of •ny pel'llon or persons exercising the power or authority of an officer or director in furtherance of any unlawful conduct. st'Of my knowledge under penalty of perjury , that the Information contained herein Is correct and •cknowledge that pursuant to NRS 239.330, It Is ny to knowingly offer any false or forged Instrum ent for filing i n the Office of the Secretary of State. · - =:::.:..:71 -- (1.,p/.:... t4Jr · . ·· - ----- ! 4 . ! 8 1 t Nevada Secretary of State List P(ofli Form: 100103 Revised : 7 - 1 - 17

 
 

. . BARBARA K. CEGA VSK E Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Webs i te : www . nvsos.gov 11 111 1111 1111 1 1 1 11 1111 11 111 11111 1 1 111 111 •1s1004• _ Statement of Change of Registered Agent by Represented Entity ( PURSUAN T TO NR S 77 . 340) Filed i n the o ffi ce of - K Barbara K. Cegavske Secretary of State St ate of evada Documen t Number 20180184739 - 93 Filing Date an d Time 04/24/2018 8:33 AM En tity umber E0196982013 - 0 his orm may b e submitted y: the e pr esented n! ty to appoint a new Registere d Age nt or amend own serv ice of process info. For more infonn at io n please visit htl :/lwww.n11sos . go 11 /lndex.asp)(? age.,141 USE B L ACK I NK O"ll V • DO NOT HIGHLIGHT ' 1 ti . c N iiM:i a ƒ m i C e iN 0f C R : ep . res . en ted - E ... n .. t . ity - : ., - - .... ABOVE SPACE IS FOR OFF I CE USE ON l.V 2. Entity File N u mber: i E0196982013 0 -- · . · . · . I . L.... . . . . . .,.. -- ,.. , , .. ..... ..... - ·· - - · · · - · - · • " ·• · ·· • 3 . This statement of change will have the following effect : (check on ly one) 00 Ap po in ts a new agent for service of process (complete 4a o - r 4bl D Updates contact i nfo rm ation of the Rep resent ed Entity acting as own agent (comple te 4c) 4. Information in effect upon tha f ili ng of this statement: (complete on l y one sec ti on) a) <:;9 _ m _ rn r t a 1 .. R 9i ! - r J!!' . l n t . . . . _ AMERlC AN _5: 0 RPORATB ENTERPRISES , fN( . ; . . Norn<> b) Noncommercial Registered Agent : • - · - • M• - M - MM O " •• .. -- ·ft· - . , .. . ,ft - •• - - - - · .,. ''' ' ƒ ' . . . . .. . . . . .. .. •H I N - · am .. o .. Street Ackln,•• Clly ... .... _ , I .... _...._ ........ City .... _J Nevada \ Nevada Ma;llng AddreSI (ifdilYeronl from siro I a ddress) Zlp Code c) T itle of Office or Other Pos i tion within Represented Enttty : .. _. - - . . ..._.., · - · - - · - ..... ' ) . ... . ........ - .. S11ee1 A d dre s s · - · ........ ·· - _ _ .. ...... -- · c · 11y - · - .. ..... .. : . Nevada • • i1p ca<i. · · --- - · 1 Nevada :. .. · ............ :· :: Zip Code X ulred} X 6. Reg is tered Agent Acceptance : FEE: $60 . 00 This fom, must be occompan lod by a pp ro pria l @ foos . Nevada S@ r:n,lary <>1 Stnte · Form RA Ch8"9• by E ntity Re v tse<l: 1· S ·15 - - · -- · .. ...........,. •• , - - - - · · · · · , • - - ··· - .......... - •ft• , ,.. ... - ... - · -- .······· -- · --- .. . - · • · - • • ., ••••

 
 

' IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Ill llll •090204• BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov Filed in the office of - K .d,.., Barbara K. Cegavske Secretary of State State of evada Docum e nt Number 20190063253 - 81 Filing Dat e and Time 02/11/2019 3:24 PM E ntity Number E0196982013 - 0 Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY·DO NOT HIGHLIGHT ABOVE SPACE ISFOR OFFICE USEONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1 , _. Name _ of corpora t oi n : · · - · · - · - - --- · - - · - ·· - .. - - - - - . ... - · - · .. - - · -- - · · ·· ·· ... . . . .. ... . . . - ---- · · - ... .. .... - .··· - · -- · - .. .... _ .. . ., . - · - - · - · .,.. . . : HOHME, INC . 2. The _ art i cles _ have be - _ amended a . s follows: (provide article numbe . if available) .: FI RST. The name of the corporation is: AUREUS, INC. THREE. That the stock authorized that may be issued by the corporation is FIVE HUNDRED MILLION (500,000,000) shares of common stock with a nominal or par value of .001 and TEN MILLION ( l 0,000,000) shares of preferred stock with a nominal or par value of .001. 3 . The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendmentis f_ . .. _ _ .. _ _ _ .. _ _ _ ; • • - • .... •• • •• -- "'·• -- • • - -- - - - · - · - - • '"" - ·· - • • - • - u - ' 4. Effective date and time of filing: (optional) ! 5. S i g nature: (required) • it any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to r . mitations or restrictions on the voting power thereof . This form must be accompanied by appropriate fees . IMPORTANT: Failure to include any of the above Information and submit with the proper fees may cause this flUng to be rejected . Nevada Soaelary of State Amend Profil - Aller Revised: 1 - 5 - 15

 
 

· r (PROFIT) INITIAUANNUAL LIST OF OFFICERS, DIRECTORS AND STATE BUSINESS LICENSE APPLICATION OF: ENTITY NUMBER -- .. - - - · - - " - · - - - -- · · - - · - - - --- · ·· · - · · · - . . · · - · · · · - . . _ , . . . , · - · - · · · . . · - · · - - - - - · · - · - - · - - - - -- - - - - - · - · - - · ·· , - ..... - - -- -- ··· - · · - - · · - · · !AUREUS, INC. ; ! .. 196982013 - 0 _ : - ,.: :OF r_ :_:: 4/2019 :=, TO [ 4', - 020 - = - _J 111m1111 1i11111m ll IHIUI USE BLACK INK ONl.Y • 00 NOT HIGHLIGHT ** YOU MAY ALE THIS FORM ONLINE AT www.nvsllverflume.gov - 0 Return one file stamped copy . (If filing not accompanied by order lnstl \ lctlons, file stamped oopy wSI be sent to registered agent.) IM PORTANT: Read Jnsl/llctlons before completing and nttum/ng this form. 1. Print OI' type names 811d addressea. e i ther rasldence or business. for all olllcers alld dn<:lors . A President. Sea'et8/y, Treasurer, or equivalent ofand 811 Directors nUll be named. There muat be at lust one director. An Offk:er must sign the fonn. FORM WILL BE RETURNED IF UNSIGNED . 2. If are addllionaJ olllcera, ettach a Ost of them to lhis form . 3. Relum 1he oompleled form wlh ltle filing fee. Annual list fee is based upon the current lotel aulhoriZed stock as explained In the Annual Ust Fae Schedule For Profit Cotponitions . A $75 . 00 penalty must be added for fallunt to file this form by the deedllne. Anannual list raoalved more than 90 days before 11s due dallt shall be deemed an emended Hst for Iha pt'9Vlow year. Filed i n the office of - K .dL Barbara K. Cegavske Secretary of State State of evada Docum e nt Number 20190063254 - 92 Filing Dat e a nd Time 02/11/2019 3:24 PM E ntity N um ber E0196982013 - 0 ABOVE SPACE 18 FOR OFFICE USE ONLY - 4. State buSi - lice<lse fee Is $500 . 0t \ 1$200.00 for Professional Corporallons fled pursuant to NRS Chapler 89. Effedive 2/1/20 1 0, $100.00 must be added for laiure to Ila ron n by deadline. 5. Mau your d>8Ck payahl& IO the Secmaty of State . 6. QrdefU!9 Coplp ; H requested above , one Ille stamped copy wtl be relumed at no addJtlonal charge . To receive a cartil'oed copy, enclose an 8dcllllonaf $30.00 per certfflc8tion . A copy fee of $2.00 pef page Is requl,e , d for each addltlonal copy genereted v.tien ordering 2 or more !lie stamped or certified copies. ApQ,opllate l nstrvctlons muat accompeny your order . 7. Relum the completed form to: · Secretary of State , 202 North Carson Street. Ca=n City, Nevada 89701 -- 4201 , ens) 684 - 5708 . 8. Fann must be In the possession of lhe Secretary of State on or before the last day of the month in which ft Is due. (Poslmarlt date Is not accepted es receipt dele . ) Forms Ntcelved a1l9r due date will be returned for eddllional fees and penalties. Falure lO Include annual 1st endbusiness license 1 - wtll t1ISUlt in rejedion of fling. CHECK ONLY IE APPLICABLE AND ENTER EXEMPTION COD E IN BOX BELOW 0Pursuant t o NRS Chapter 76, this entity Is exempt from lhe business license tee. Exemption cod e : I .. I NOTE : If claiming an exemption , a notarized Declaration of Ellglblllty form must be attached. FaUure to attach the Daclaratlon of Ellglblllty form will result In rejactlon, which could result In late fees. 0This corporation Is a pubHcly traded corporation. The Cent1'111 Index Key number is: · - · - - · , - .... . ........ . . _ _ _ .. _ 0Thls publicly lraded corporation Is not raqulred to have a Central Index Key number. NRS 76,020 Exemption Codes 001 • Governmental Entity 006 • NRS 6809 . 020 Insurance Co NAME TITU: ( S ) : . _ 1gl I - . . . . ,. . . . . . . . .EVERE _ T I M . . DICKSON _ _ _ , PRESIDENT (OR EQUIVALENT OF) ADDRESS CITY STATE ZIP CODE - . - . i 23 : J'NE L AN , E SU ITE1 . 29 .. .. - . --- - - ···· · · · - ·· - ·· ··'"···· - - · - · · - · .. . '. : - ci 9}Y - = = -- - . = : - - - i .. \ i 2_?2 - ----- · - · - ·· · - · j - != .. .. .. .... ... ._.. .. . • . . , _ .. - ... ... _ _ _ _ . .. . .. .. .. . . · -- · -- - · - ·. - . - -- . .. .. . - ... . ....... ·· - ·· - Tfll.E(S) P: † .8 - 9R.A:l _ m m t::es . __ _ EVERETTM . . mCKSoN -- · -- ·· --- - · - _ secRETARY (OReau,vALENTOF> ADDRESS CITY [ 1 · 2 w 3. : · mELA NE. sUITE 129 _. _ .. _ _ _ _ __ _ .. .. . ..... .... . _ . . _ . .i if. g - II - Y --- -- · - - - - -- - STATE ZJPCODE .. ! z - - - · -- · - - · - - \ NAME ; E _ l B _ C . > · ! . '.9 . L.!3. " - " · · · EVERETI' M . DICKSON _ _ ,, _ _ .. _: TITU:(S) TREASURER (OR EQUNALENTOF) !)RE SS _ . . - · . . ... .. . -- - · · · · · -- · · ·· - .. · · · ·· ·· - · ... . .. ... .. .. . . . . . .. . ... . . .. ..... ...... .. . ... , crrv , _ ___ _,, _ . . ... ..... _ _, __ , . . . STA TE _ , ; Z I PCOD E .. .. ·· · - -- - - - , 123 W. NYE LANE, SUl T E 129 ! 1 CARSONClTY [ ! NV · i 89 706 i ' · · · --- · - - - · MH•• · ·.· . .. .. ,,_ . _ - ' · · · - ·· ·· ., . ... . - M · ·· ·· - · - · ·· ·n ••• - · - · - H H· · · · · - ·· - - - - · - - · · · - · ·· · · _ - ... _ _ .. ... · · - · ·· -- · · - · - - v · -- - - --- -- . ... _ ..... _ . , . .._, . L ,• -- · -- - - . - - - -- . .. ... -- · - _ l;I · - · ·· - , .. - - --- -- .... - - · · - · - · ---- - - · - ··· - - - . - - · - - · · .. - -- ·· - .. . Tlll.E(S} [ I _ Q S . l tA H E I I · - · . . · . - · - · · - · BV EREI T M . D I CKS O N i DIRECTOR !?!) . - - · · · · - · -- . CITY STATE ZIPCOOE . . - .. - . ·· · j _l . yv. 1'1 J E E, SU lTE . 12 9 . . .. .. - · - - · -- ··· · · - - - · · - · - - - · · · · - ··· · - [ ; C ARSONC lTY . _ _ . ... . .. ... i NV _ . ; 89 706 .. .. .. ·. - · - - · .. None of the officers or direetots Identified In the ist of officet's haa been Identified with the fraudulent Intent of conc:eallng the Identity of anyperson . or persons 41XBn:lalng tile .. - r ƒ " authority of an officer or director Infurtherance of any unlawful conduct. I declare, to the best of my knowledge under penalty of perjury, that the Information contained hentln Is corl'8Ct and acknowlad89 that pursuant to NRS 239.330, It hi a category C fllo o r any false or forged instrument for fling ln1he Office of the Secretary of State. Title Data : . .. c . € ez_ __ _ , __ __ , _ _ _ . _ __ _ _ _ ; ' _ .. 277/201 - -- 1 - ·· NeVeda Secnitary ol State List Prolll Fonn : 100103 Revised : 7 - 1 - 17

 

 

Exhibit 2.2

 

 

 

 

 

 

 

 

 

AUREUS, INC.

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BYLAWS

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*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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BY-LAWS

OF

AUREUS, INC.

 

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ARTICLE I

OFFICES

 

The principal office of the corporation shall be designated time to time by the corporation and may be within or outside of Nevada.

 

The corporation may have such other offices, either within or outside Nevada, as the board of directors may designate or as the business of the corporation may require from time to time.

 

The registered office of the corporation required by the General Corporation Law of Nevada to be maintained in Nevada may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the board of directors.

 

ARTICLE II

SHAREHOLDERS

 

Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall be held on a date and at a time fixed by the board of directors of the corporation (or by the president in the absence of action by the board of directors), beginning with the year 2019, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders, or any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.

 

A shareholder may apply to the district court in the county in Nevada where the corporation's principal office is located or, if the corporation has no principal office in Nevada, to the district court of the county in which the corporation's registered office is located to seek an order that a shareholder meeting be held (i) if an annual meeting was not held within six months after the close of the corporation’s most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier, or (ii) if the shareholder participated in a proper call of or proper demand for a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the corporation pursuant to the General Corporation Law of Nevada, or the special meeting was not held in accordance with the notice.

 

Section 2. SPECIAL MEETINGS. Unless otherwise prescribed by statute, special meetings of the shareholders may be called for any purpose by the president or by the board of directors. The president shall call a special meeting of the shareholders if the corporation receives one or more written demands for the meeting, stating the purpose or purposes for which it is to be held, signed and dated by holders of shares representing at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

 

Section 3. PLACE OF MEETING. The board of directors may designate any place, either within or outside Nevada, as the place for any annual meeting or any special meeting called by the board of directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside Nevada, as the place for such meeting. If no designation is made, or if a special meeting is called other than by the board, the place of meeting shall be the principal office of the corporation.

 

Section 4. NOTICE OF MEETING. Written notice stating the place, date, and hour of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, except if any other longer period is required by the General Corporation Law of Nevada. The secretary shall be required to give such notice only to shareholders entitled to vote at the meeting except as otherwise required by the General Corporation Law of Nevada.

 

 

 

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Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to the articles of incorporation of the corporation, (ii) a merger or share exchange in which the corporation is a party and, with respect to a share exchange, in which the corporation's shares will be acquired, (iii) a sale, lease, exchange or other disposition (i other than in the usual and regular course of business, of all or substantially all of the property of the corporation or of another entity which this corporation controls, in each case with or without the goodwill, (iv) a dissolution of the corporation, (v) restatement of the articles of incorporation, or (vi) any other purpose for which a statement of purpose is required by the General Corporation Law of Nevada. Notice shall be given personally or by mail, private carrier, electronically transmitted facsimile or other form of wire or wireless communication by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at his address as it appears in the corporation's current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a comprehensible form, the notice is given and to be effective when sent.

 

If requested by the person or persons lawfully calling such meeting, the secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive, notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the corporation by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the corporation in writing of any change in such shareholder's mailing address as shown on the corporation's books and records.

 

When a meeting is adjourned to another date, time or place, notice need not be given of the new date, time or place if the new date, time or place of such meeting is announced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date.

 

A shareholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such shareholder. Such waiver shall be delivered to the corporation for filing with the corporate records, but this delivery and filing shall not be conditions to the effectiveness of the waiver. Further, by attending a meeting either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

 

Section 5. FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the board of directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the directors, the record date shall be the day before the notice of the meeting is given to shareholders, or the date on which the resolution of the board of directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed, the time of day for such determination shall be as of the corporation's close of business on the record date.

 

Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the corporation. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

 

 

 

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Section 6. VOTING LISTS. After a record date is fixed for a shareholders' meeting, the secretary shall make, at the earlier often days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and within each voting group by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address of and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the corporation, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including for the purpose of this Section 6 any holder of voting trust certificates) or his agent or attorney during regular business hours and during the period available for inspection. The original share transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

 

Any shareholder, his agent or attorney may copy the list during 'regular business hours and during the period it is available for inspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder's interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.

 

Section 7. RECOGNITION PROCEDURE FOR BENEFICIAL OWNERS~ The board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution may set forth (i) the types of nominees to which it applies, (ii) the rights or privileges that the corporation will recognize in a beneficial owner, which may include rights and privileges other than voting, (iii) the form of certification and the information to be contained therein, (iv) if the certification is with respect to a record date, the time within which the certification must be received by the corporation, (v) the period for which the nominee's use of the procedure is effective, and (vi) such other provisions with respect to the procedure as the board deems necessary or desirable. Upon receipt by the corporation of a certificate complying with the procedure established by the board of directors, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the registered holders of the number of shares specified in place of the shareholder making the certification.

 

Section 8. QUORUM AND MANNER OF ACTING. A majority of the votes entitled to be cast on a matter by a voting group represented in person or by proxy, shall constitute a quorum of that voting group for action on the matter. If less than a majority of such votes are represented at a meeting, a majority of the votes so represented may adjourn the meeting from time to time without further notice, for a period not to exceed 120 days for anyone adjournment. If a quorum is present at such adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, unless the meeting is adjourned and a new record date is set for the adjourned meeting.

 

If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the vote of a greater number or voting by classes is required by law or the articles of incorporation.

 

Section 9. PROXIES. At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by his duly authorized attorney-in-fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a facsimile or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, or other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the corporation. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized transmission of the appointment. The proxy appointment for similar writing shall be filed with the secretary of the corporation before or at the time of the meeting. The appointment of a proxy effective when received by the corporation and is valid for eleven (11) months unless a different period is expressly provided in the appointment form or similar writing.

 

 

 

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Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used/in. lieu of the original appointment for any purpose for which the original appointment could be used.

 

Revocation of a proxy does not affect the right of the corporation to accept the proxy's authority unless (i) the corporation had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment. Other notice of revocation may in, the discretion of the corporation, be deemed to include the appearance at a shareholders' meeting of the shareholder who granted the proxy and his voting in person on any matter subject to a vote at such meeting.

 

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

 

The corporation shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder Including a shareholder who is a successor to the shareholder who granted the proxy) either personally or by his attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment.

 

Subject to Section 11 and any express limitation on the proxy's authority appearing on the appointment form, the corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.

 

Section 10. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote, except in the election of directors, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the articles of incorporation as permitted by the General Corporation Law of Nevada. Cumulative voting shall not be permitted in the election of directors or for any other purpose. Each record holder of shares shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by him as there are directors to be elected and for whose election he has the right to vote.

 

At each election of directors, that number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the board of directors.

 

Except as otherwise ordered by a court of competent jurisdiction upon a finding that the purpose of this Section would not be violated in the circumstances presented to the court, the shares of the corporation are not entitled to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation except to the extent the second corporation holds the shares in a fiduciary capacity.

 

Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

 

Section 11. CORPORATION'S ACCEPTANCE OF VOTES. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment or proxy appointment revocation does not correspond to the name of a shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment or proxy appointment revocation and to give it effect as the act shareholder if:

 

 

 

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(i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

 

(ii) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder and; if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

 

(iii) the name signed purports to be that of a receiver or trustee ill bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, proxy appointment or proxy appointment revocation;

 

(iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment or proxy' appointment revocation;

 

(v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries, and the person signing appears to be acting on behalf of all the co-tenants or fiduciaries; or

 

(vi) the acceptance of the vote, consent, waiver, proxy appointment or proxy appointment revocation is otherwise proper under rules established by the corporation that are not inconsistent with this Section 11.

 

The corporation is entitled to reject a vote, consent, waiver, proxy appointment or proxy appointment revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

 

Neither the corporation nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

 

Section 12. INFORMAL ACTION BY SHAREHOLDERS. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by shareholders holding at least that proportion of the voting power necessary to approve such action and received by the corporation. Such consent shall have the same force and effect as a vote of the shareholders and may be stated as such in any document. Action taken under this Section 12 is effective as of the date the last writing necessary to effect the action is received by the corporation, unless an of the writings specify a different effective date, in which case such specified date shall be the effective date for such action. The record date for determining shareholders entitled to take action without a meeting is the date the corporation first receives a writing upon which the action is taken.

 

Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 12 may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the corporation before the effectiveness of the action.

 

Section 13. MEETINGS BY TELECOMMUNICATION. Any or all of the shareholders may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

 

 

 

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ARTICLE III

BOARD OF DIRECTORS

 

Section 1. GENERAL POWERS. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, except as otherwise provided in the General Corporation Law of Nevada or the articles of incorporation.

 

Section 2. NUMBER, QUALIFICATIONS AND TENURE. The number of directors of the corporation maybe fixed from time to time by the board of directors, within a range of no less than one or more than fifteen, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director shall be a natural person who is eighteen years of age or older. A director need not be a resident of Nevada or a shareholder of the corporation.

 

Directors shall be elected at each annual meeting of shareholders.

 

Each director shall hold office until the next annual meeting of shareholders following his election and thereafter until his successor shall have been elected and qualified. Directors shall be removed in the manner provided by the General Corporation Law of Nevada. Any director may be removed by the shareholders of the voting group that elected the director, with cause, at a meeting called for that purpose. The notice of the meeting shall state that the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.

 

Section 3. VACANCIES. Any director may resign at any time by giving written notice to the secretary. Such resignation shall take effect at the time the notice is received by the secretary unless the notice specifies a later effective date. Unless otherwise specified in the notice of resignation, the corporation's acceptance of such resignation shall not be necessary to make it effective. Any vacancy on the board of directors may be filled by the affirmative vote of a majority of the shareholders at a special meeting called for that purpose or by the board of directors. If the directors remaining in office constitute fewer than a quorum of the board, the directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If elected by the directors, the director shall hold office until the next annual shareholders' meeting at which directors are elected. If elected by the shareholders, the director shall hold office for the unexpired term of his predecessor in office; except that, if the director's predecessor was elected by the directors to fill a vacancy, the director elected by the shareholders shall hold office for the unexpired term of the last predecessor elected by the shareholders.

 

Section 4. REGULAR MEETINGS. A regular meeting of the board of directors shall be held without notice immediately after and at the same place as the annual meeting of shareholders. The board of directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular meetings without other notice.

 

Section 5. SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any one of the directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the board of directors called by them.

 

Section 6. NOTICE. Notice of the date, time and place of any special meeting shall be given to each director at least two days prior to the meeting by written notice either personally delivered or mailed to each director at his business address, or by notice transmitted by private courier, electronically transmitted facsimile or other form of wire or wireless communication. If mailed, such notice shall be deemed to be given and to be effective when deposited in the United States mail, properly addressed, with first class postage prepaid. If notice is given by electronically transmitted facsimile or other similar form of wire or wireless communication, such notice shall be deemed to be given and to be effective when sent. If a director has designated in writing one or more reasonable addresses or facsimile numbers for delivery of notice to him, notice sent by mail, electronically transmitted facsimile or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to such addresses or facsimile numbers, as the case may be.

 

 

 

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A director may waive notice of a meeting before or after the time and date of the meeting by a writing signed by such director. Such waiver shall be delivered to the secretary for filing with the corporate records, but such delivery and filing shall not be conditions to the effectiveness of the waiver. Further, a director's attendance at or participation in a meeting waives any required notice to him of the meeting unless at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 7. QUORUM. A majority of the number of directors fixed by the board of directors pursuant to Article III, Section 2 or, if no number is fixed, a majority of the number in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the board of directors.

 

Section 8. MANNER OF ACTING. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

 

Section 9. COMPENSATION. By resolution of the board of directors, any director may be paid anyone or more of the following: his expenses, if any, of attendance at meetings, a fixed sum for attendance at each meeting, a stated salary as director, or such other compensation as the corporation and the director may reasonably agree upon. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

Section 10. PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors or committee of the board at which action on any corporate matter taken shall be presumed to have assented to all action taken at the meeting unless (i) the director objects at the beginning of the meeting, or promptly upon his arrival, to the holding of the meeting or the transaction of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting, (ii) the director contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of the meeting, (iii) the director causes written notice of his dissent or abstention as to any specific action to be received by the presiding officer of the meeting before its adjournment or by the secretary promptly after the adjournment of the meeting. A director may dissent to a specific action at a meeting, while assenting to others. The right to dissent to a specific action taken at a meeting of the board of directors or a committee of the board shall not be available to a director who voted in favor of such action.

 

Section 11. COMMITTEES. By resolution adopted by a majority of all the directors in office when the action is taken, the board of directors may designate from among its members an executive committee and one or more other committees, and appoint one or more members of the board of directors to serve on them. To the extent provided in the resolution.

 

Sections 4, 5, 6, 7, 8 or 12 of Article III, which govern meetings, notice, waiver of notice, quorum, voting requirements and action without a meeting of the board of directors, shall apply to committees and their members appointed under this Section 11.

 

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute compliance by any member of the board of directors or a member of the committee in question with his responsibility to conform to the standard of care set forth in Article III, Section 14 of these bylaws.

 

Section 12. INFORMAL ACTION BY DIRECTORS. Any action required or permitted to be taken at a meeting of the directors or any committee designated by the board of directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document. Unless the consent specifies a different effective time or date, action taken under this Section 12 is effective at the time or date the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent by a writing signed by the director and received by the president or the secretary of the corporation.

 

 

 

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Section 13. TELEPHONIC MEETINGS. The board of directors may permit any director (or any member of a committee designated by the board) to participate in a regular or special meeting of the board of directors or a committee thereof through the use of any means of communication by which all directors participating in the meeting can hear each other during the meeting. A director participating in a meeting in this manner is deemed to be present in person at the meeting.

 

Section 14. STANDARD OF CARE. A director shall perform his duties as a director, including without limitation his duties as a member of any committee of the board, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated. However, he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A director shall not be liable to the corporation or its shareholders for any action he takes or omits to take as a director if, in connection with such action or omission, he performs his duties in compliance with this Section 14.

 

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters which the director reasonably believes to be within such person's professional or expert competence, or (iii) a committee designated by the board of directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken. Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document. Unless the consent specifies a different effective time or date, action taken under this Section 12 is effective at the time or date the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent by a writing signed by the director and received by the president or the secretary of the corporation.

 

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters which the director reasonably believes to be within such person's professional or expert competence, or (iii) a committee of the board of directors on which the director desires to serve if the director reasonably believes the committee merits confidence.

 

ARTICLE IV

OFFICERS AND AGENTS

 

Section 1. GENERAL. The officers of the corporation chief executive officer and/or president, a secretary and a treasurer and may also include one or more vice presidents, each officer shall be appointed by the board of directors and natural person eighteen years of age or older. One person more than one office. The board of directors or an officer or authorized by the board may appoint such other officers, officers, committees and agents, including a chairman of assistant secretaries and assistant treasurers, as they may consider necessary. Except as expressly prescribed by these bylaws, of directors or the officer or officers authorized by the board from time to time determine the procedure for the officers, their authority and duties and their compensation, that the board of directors may change the authority, duties compensation of any officer who is not appointed by the board.

 

Section 2. APPOINTMENT AND TERM OF OFFICE. The officers of the corporation to be appointed by the board of directors shall be appointed at each annual meeting of the board held after each annual meeting of the shareholders. If the appointment of officers is not made at such meeting or if an officer or officers are to be appointed by another officer or officers of the corporation, such appointments shall be made as determined by the board of directors or the appointing person or persons. Each officer shall hold office until the first of the following occurs: his successor shall have been duly appointed and qualified, his death, his resignation, or his removal in the manner provided in Section 3.

 

Section 3. RESIGNATION AND REMOVAL. An officer may resign at any time by giving written notice of resignation to the president, secretary or other person who appoints such officer. The resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date.

 

 

 

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Any officer or agent may be removed at any time with or without cause by the board of directors or an officer or officers authorized by the board. Such removal does not affect the contract rights, if any, of the corporation or of the person so removed. The appointment of an officer or agent shall not in itself create contract rights.

 

Section 4. VACANCIES. A vacancy in any office, however occurring, may be filled by the board of directors, or by the officer or officers authorized by the board, for the unexpired portion of the officer's term. If an officer resigns and his resignation is made effective at a later date, the board of directors, or officer or officers authorized by the board, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the board of directors or officer or officers authorized by the board provide that the successor shall not take office until the effective date. In the alternative, the board of directors, or officer or officers authorized by the board of directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.

 

Section 5. PRESIDENT. The president shall preside at all meetings of shareholders and all meetings of the board of directors unless the board of directors has appointed a chairman, vice chairman, or other officer of the board and has authorized such person to preside at meetings of the board of directors. Subject to the direction and supervision of the board of directors, the president shall be the chief executive officer of the corporation, and shall have general and active control of its affairs and business and general supervision of its officers, agents and employees. Unless otherwise directed by the board of directors, the president shall attend in person or by substitute appointed by him, or shall execute on behalf of the corporation written instruments appointing a proxy or proxies to represent the corporation, at all meetings of the shareholders of any other corporation in which the corporation holds any shares. On behalf of the corporation, the president may in person or by substitute or by proxy execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy, may vote the shares held by the corporation, execute written consents and other instruments with respect to such shares, and exercise any and all rights and powers incident to the ownership of said shares, subject to the instructions, if any, of the board of directors. The president shall have custody of the treasurer's bond, if any. The president shall have such additional authority and duties as are appropriate and customary for the office of president and chief executive officer, except as the same may be expanded or limited by the board of directors from time to time.

 

Section 6. VICE PRESIDENTS. The vice presidents shall assist the president and shall perform such duties as may be assigned to them by the president or by the board of directors. In the absence of the president, the vice president, if any (or, if more than one, the vice presidents in the order designated by the board of directors, or if the board makes no such designation, then the vice president designated by the president, or if neither the board nor the president makes any such designation, the senior vice president as determined by first election to that office), shall have the powers and perform the duties of the president.

 

Section 7. SECRETARY. The secretary shall (i) prepare and maintain as permanent records the minutes of the proceedings of the shareholders and the board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notice of meetings of shareholders and of the board of directors or any committee thereof, (ii) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law, (iii) serve as custodian of the corporate records and of the seal of the corporation and affix the seal to all documents when authorized by the board of directors, (iv) keep at the corporation's registered office or principal place of business a record containing the names and addresses of all shareholders in a form that permits preparation of a list of shareholders arranged by voting group and by class or series of shares within each voting group, that is alphabetical within each class or series and that shows the address of, and the number of shares of each class or series held by, each shareholder, unless such a record shall be kept at the office of the corporation's transfer agent or registrar, (v) maintain at the corporation's principal office the originals or copies of the corporation's articles Of incorporation, bylaws, minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years, all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group, a list of the names and business addresses of the current directors and officers, a copy of the corporation’s most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the corporation’s assets and liabilities and results of operations for the last three years, (vi) have general charge of the stock transfer books of the corporation, unless the corporation has a transfer agent, (vii) authenticate records of the corporation, and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. The directors and/or shareholders may however respectively designate a person other than the secretary or assistant secretary to keep the minutes of their respective meetings.

 

 

 

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Any books, records, or minutes of the corporation may be in written form or in any form capable of being converted into written form within a reasonable time:

 

Section 8. TREASURER. The treasurer shall be the principal financial officer of the corporation, shall have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and shall deposit the same in accordance with the instructions of the board of directors. Subject to the limits imposed by the board of directors, he shall receive and give receipts and acquaintances for money paid in on account of the corporation, and shall payout of the corporation's funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity. He shall perform all other duties incident to the office of the treasurer and, upon request of the board, shall make such reports to it as may be required at any time. He shall, if required by the board, give the corporation a bond in such sums and with such 'sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. He shall have such other powers and perform such other duties as may from time to time be prescribed by the board of directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

 

The treasurer shall also be the principal accounting officer of the corporation. He shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account as required by the General Corporation Law of Nevada, prepare and file all local, state and federal tax: returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations.

 

ARTICLE V

SHARES

 

Section 1. CERTIFICATES. The board of directors shall be authorized to issue any of its classes of shares with or without certificates. The fact that the shares are not represented by certificates shall have no effect on the rights and obligations of shareholders. If the shares are represented by certificates, such shares shall be represented by consecutively numbered certificates signed, either manually or by facsimile, in the name of the corporation by the president. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, such certificate may nonetheless be issued by the corporation with the same effect as if he were such officer at the date of its issue. All certificates shall be consecutively numbered, and the names of the owners, the number of shares, and the date of issue shall be entered on the books of the corporation. Each certificate representing shares shall state upon its face:

 

(i) That the corporation is organized under the laws of Nevada; (ii) The name of the person to whom issued;

 

(iii) The number and class of the shares and the designation of the series, if any, that the certificate represents;

 

(iv) The par value, if any, of each share represented by the certificate;

 

(v) Any restrictions imposed by the corporation upon the transfer of the shares represented by the certificate.

 

If shares are not represented by certificates, within a reasonable time following the issue or transfer of such shares, the corporation shall send the shareholder a complete written statement of all of the information required to be provided to holders of uncertificated shares by the General Corporation Law of Nevada.

 

Section 2. CONSIDERATION FOR SHARES. Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid. The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed or other securities of the corporation. Future services shall not constitute payment or partial payment for shares of the corporation. The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the corporation unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note. For purposes of this Section 2, "promissory note" means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a non-recourse note.

 

 

 

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Section 3. LOST CERTIFICATES. In case of the alleged loss, destruction or mutilation of a certificate of stock, the board of directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as the board may prescribe. The board of directors may in its discretion require an affidavit of lost certificate and/or a bond in such form and amount and with such surety as it may determine before issuing a new certificate.

 

Section 4. TRANSFER OF SHARES. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and receipt of such documentary stamps as may be required by law and evidence of compliance with all applicable securities laws and other restrictions, the corporation shall issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock books of the corporation that shall be kept at its principal office or by the person and at the place designated by the board of directors.

 

Except as otherwise expressly provided in Article II, Sections 7 and 11, and except for the assertion of dissenters' rights to the extent provided in the Nevada General Corporation Law, the corporation shall be entitled to treat the registered holder of any shares of the corporation as the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares or rights deriving from such shares on the part of any person other than the registered holder, including without limitation any purchaser, assignee or transferee of such shares or rights deriving from such shares, unless and until such other person becomes the registered holder of such shares, whether or not the corporation shall have either actual or constructive notice of the claimed interest of such other person.

 

Section 5. TRANSFER AGENT, REGISTRARS AND PAYING AGENTS. The board may at its discretion appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

 

ARTICLE VI

INDEMNIFICATION OF CERTAIN PERSONS

 

Section 1. INDEMNIFICATION. For purposes of Article VI, a "Proper Person" means any person (including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan. The corporation shall indemnify any Proper Person against reasonably incurred expenses (including attorneys' fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan) and amounts paid in settlement reasonably incurred by him in connection with such action, suit or proceeding if it is determined by the groups set forth in Section 4 of this Article that he conducted himself in good faith and that he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, or (ii) in all other cases (except criminal cases), that his conduct was at least not opposed to the corporation's best interests, or (iii) in the case of any criminal proceeding, that he had no reasonable cause to believe his conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a corporation held by the officer or the employment, fiduciary or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the corporation. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

 

A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement in (ii) of this Section 1. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirement of this section that he conduct himself in good faith.

 

 

 

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No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue or matter in connection with a proceeding by or in the right of a corporation in which the Proper Person was adjudged liable to the corporation or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which he was adjudged liable on the basis that he derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the corporation shall be limited to reasonable expenses, including attorneys' fees, incurred in connection with the proceeding.

 

Section 2. RIGHT TO INDEMNIFICATION. The corporation shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which he was entitled to indemnification under Section 1 of this Article VI against expenses (including attorneys' fees) reasonably incurred by him in connection with the proceeding without the necessity of any action by the corporation other than the determination in good faith that the defense has been wholly successful.

 

Section 3. EFFECT OF TERMINATION OF ACTION. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability, as described in Section 2 of this Article VI.

 

Section 4. GROUPS AUTHORIZED TO MAKE INDEMNIFICATION DETERMINATION. Except where there is a right to indemnification as set forth in Sections 1 or 2 of this Article or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the corporation only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because he has met the applicable standards of conduct set forth in Section 1 of this Article. This determination shall be made by the board of directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding ("Quorum"). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the board of directors designated by the board, which committee shall consist of two or more directors not parties to the proceeding, except that directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the board of directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full board of directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board (including directors who are parties to the action) or (ii) a vote of the shareholders. Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except that, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

 

Section 5. COURT-ORDERED INDEMNIFICATION. Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article, including indemnification for reasonable expenses incurred to obtain court-ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article, the court shall order indemnification, including the Proper Person's reasonable expenses incurred to obtain court-ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standards of conduct set forth in Section 1 of this Article or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except that if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court-ordered indemnification.

 

 

 

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Section 6. ADVANCE OF EXPENSES. Reasonable expenses (including attorneys' fees) incurred in defending an action, suit or proceeding as described in Section 1 may be paid by the corporation to any Proper Person in advance of the final disposition of such action, suit or proceeding upon receipt of (D a written affirmation of such Proper Person's good faith belief that he has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed personally or on the Proper Person's behalf, to repay such advances if it is ultimately determined that he did not meet the prescribed standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (iii) a determination is made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article VI.

 

Section 7. ADDITIONAL INDEMNIFICATION TO CERTAIN PERSONS OTHER THAN DIRECTORS. In addition to the indemnification provided to officers, employees, fiduciaries or agents because of their status as Proper Persons under this Article, the corporation may also indemnify and advance expenses to them if they are not directors of the corporation to a greater extent than is provided in these bylaws, if not inconsistent with public policy, and if provided for by general or specific action of its board of directors or shareholders or by contract.

 

Section 8. WITNESS EXPENSES. The sections of this Article VI do not limit the corporation's authority to payer reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when he has not been made or named as a defendant or respondent in the proceeding.

 

Section 9. REPORT TO SHAREHOLDERS. Any indemnification of or advance of expenses to a director in accordance with this Article VI, if arising out of a proceeding by or on behalf of the corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

 

ARTICLE VII

INSURANCE

 

Section 1. PROVISION OF INSURANCE. By action of the board of directors, notwithstanding any interest of the directors in the action, the corporation may purchase and maintain insurance, in such scope and amounts as the board of directors deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation, or who, while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or non-profit unincorporated association, limited liability company, other enterprise or employee benefit plan, against any liability asserted against, or incurred by, him in that capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of Article VI or applicable law. Any such insurance may be procured from any insurance company designated by the board of directors of the corporation, whether such insurance company is formed under the laws of Nevada or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity interest or any other interest, through share ownership or otherwise.

 

ARTICLE VIII

MISCELLANEOUS

 

Section 1. SEAL. The board of directors may adopt a corporate seal, which shall contain the name of the corporation and the words, "Seal, Nevada."

 

Section 2. FISCAL YEAR. The fiscal year of the corporation shall be as established by the board of directors.

 

Section 3. AMENDMENTS. The board of directors shall have power, to the maximum extent permitted by the Nevada General Corporation Law, to make, amend and repeal the bylaws of the corporation at any regular or special meeting of the board unless the shareholders, in making, amending or repealing a particular bylaw, expressly provide that the directors may not amend or repeal such bylaw. The shareholders also shall have the power to make, amend or repeal the bylaws of the corporation at any annual meeting or at any special meeting called for that purpose.

 

 

 

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Section 4. RECEIPT OF NOTICES BY THE CORPORATION. Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the corporation when they are actually received: (1) at the registered office of the corporation in Nevada; (2) at the principal office of the corporation (as that office is designated in the most recent document filed by the corporation with the secretary of state for Nevada designating a principal office) addressed to the attention of the secretary of the corporation; (3) by the secretary of the corporation wherever the secretary may be found; or (4) by any other person authorized from time to time by the board of directors or the president to receive such writings, wherever such person is found.

 

Section 5. GENDER. The masculine gender is used in these bylaws as a matter of convenience only and shall be interpreted to include the feminine and neuter genders as the circumstances indicate.

 

Section 6. CONFLICTS. In the event of any irreconcilable conflict between these bylaws and either the corporation's articles of incorporation or applicable law, the latter shall control.

 

Section 7. DEFINITIONS. Except as otherwise specifically provided in these bylaws, all terms used in these bylaws shall have the same definition as in the General Corporation Law of Nevada.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 3.1

 

COUNTERSIGNED AND REGISTERED ACTION STOCK TRANSFER CORP. 2469 E Ft. Union Blvd., #214, Salt Lake City, UT 84121 By: TRANSFER AGENT - AUTHORIZED SIGNATURE THIS CERTIFIES THAT IS THE RECORD HOLDER OF Shares of AUREUS INCORPORATED Capital Stock transferable on the books of the Corporation by the holder in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers. Dated: AUREUS INCORPORATED Fully Paid Non Assessable $0.001 Par Value COMMON STOCK CUSIP NO. 05154M 203 NUMBER SHARES INCORPORATED UNDER THE LAWS OF NEVADA SECRE T A R Y PRESIDENT SEAL

 

Exhibit 6.4

 

 

 

 

 

 

 

 

 

 

 

__________

 

 

AUREUS, INC.

 

 

 

EMPLOYMENT AGREEMENT

 

__________

 

 

Everett Dickson – President

 

__________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective as of the Effective Date (as defined below), is entered into by and between AUREUS, INC., a Nevada corporation (the "Company"), and Everett Dickson (the “Executive”).

 

WHEREAS, the Company desires to employ the Executive and to enter into an agreement embodying the terms of such employment; and

 

WHEREAS, the Executive desires to accept employment with the Company, subject to the terms and conditions of this Agreement.

 

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 

1. Employment Period. Subject to the provisions for earlier termination hereinafter provided, the Executive's employment hereunder shall be for a term (the "Employment Period") commencing on the Effective Date and ending on the fifth anniversary of the Effective Date (the "Initial Termination Date"); provided, however, that this Agreement shall be automatically extended for one additional year on the Initial Termination Date and on each subsequent anniversary of the Initial Termination Date, unless either the Executive or the Company elects not to so extend the term of the Agreement by notifying the other party, in writing, of such election not less than sixty (60) days prior to the last day of the term as then in effect. For purposes of this Agreement, "Effective Date" shall mean the date written below.

 

2. Terms of Employment.

 

(a) Position and Duties.

 

(i) During the Employment Period, the Executive shall serve as President of the Company and shall perform such employment duties as are usual and customary for such positions. At the Company's request, the Executive shall serve the Company and/or its subsidiaries and affiliates in other offices and capacities in addition to the foregoing. In the event that the Executive, during the Employment Period, serves in any one or more of such additional capacities, the Executive's compensation shall not be increased beyond that specified in Section 2(b) of this Agreement. In addition, in the event the Executive's service in one or more of such additional capacities is terminated, the Executive's compensation, as specified in Section 2(b) of this Agreement, shall not be diminished or reduced in any manner as a result of such termination for so long as the Executive otherwise remains employed under the terms of this Agreement.

 

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote appropriate attention and time during normal business hours to the business and affairs of the Company. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) fulfill limited teaching, speaking and writing engagements or (C) manage his personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement and (D) undertake other business responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to Company; provided that no such activity that violates any written non-competition agreement between the parties shall be permitted.

 

(b) Compensation.

 

(i) Base Salary. During the Employment Period, the Executive shall receive a base salary (the "Base Salary") as determined by the Board of Directors from time to time with due regard for the state of development of the Company, as the same may be increased thereafter pursuant to the Company's normal practices for its executives. The Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Base Salary shall be reviewed at least annually for possible increase in the Company's discretion. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase and the term "Base Salary" as utilized in this Agreement shall refer to Base Salary as so increased.

 

 

 

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(ii) Annual Bonus. In addition to the Base Salary, the Executive shall be eligible to earn, for each fiscal year of the Company ending during the Employment Period, an annual cash performance bonus annual Bonus") under the Company's bonus plan or plans applicable to senior executives. The amount of the Annual Bonus and the target performance goals applicable to the Annual Bonus shall be determined in accordance with the terms and conditions of such bonus plan as in effect from time to time.

 

(iii) Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all other incentive plans, practices, policies and programs, and all savings and retirement plans, practices, policies and programs, in each case that are applicable generally to senior executives of the Company.

 

(iv) Welfare Benefit Plans. During the Employment Period, the Executive and the Executive's eligible family members shall be eligible for participation in the welfare benefit plans, practices, policies and programs (including, if applicable, medical, dental, disability, employee life, group life and accidental death insurance plans and programs) maintained by the Company for its senior executives.

 

(v) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to senior executives of the Company.

 

(vi) Fringe Benefits. During the Employment Period, the Executive shall be entitled to such fringe benefits and perquisites as are provided by the Company to its senior executives from time to time, in accordance with the policies, practices and procedures of the Company, and shall receive such additional fringe benefits and perquisites as the Company may, in its discretion, from time-to-time provide.

 

(vii) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the plans, policies, programs and practices of the Company applicable to its senior executives.

 

(viii) Additional Payments. The amount of compensation payable to Executive pursuant to Sections 2(b)(i) and (ii) above shall be "grossed up" as necessary (on an after-tax basis) to compensate for any additional social security withholding taxes due as a result of Executive's shared employment by any subsidiary and/or affiliate of the Company, the Company, if applicable.

 

3. Termination of Employment.

 

(a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death or Disability during the Employment Period. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 90 consecutive days or on a total of 180 days in any 12-month period, in either case as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

 

(b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean the occurrence of any one or more of the following events unless the Executive fully corrects the circumstances constituting Cause within a reasonable period of time after receipt of the Notice of Termination (as defined below):

 

(i) the Executive's willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties;

 

 

 

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(ii) the Executive's willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company;

 

(iii) the Executive's conviction of, or entry by the Executive of a guilty plea to the commission of a felony or a crime involving moral turpitude;

 

(iv) a willful breach by the Executive of his fiduciary duty to the Company which results in economic or other injury to the Company; or

 

(v) the Executive's willful and material breach of the Executive's covenants set forth in Section 9 hereof.

 

For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct described in Section 3(b), and specifying the particulars thereof in detail; provided, that if the Executive is a member of the Board, the Executive shall not vote on such resolution nor shall the Executive be counted in determining the "entire membership" of the Board.

 

(c) Good Reason. The Executive's employment may be terminated by the Executive for Good Reason or by the Executive without Good Reason. For purposes of this Agreement, "Good Reason" shall mean the occurrence of any one or more of the following events without the Executive's prior written consent, unless the Company fully corrects the circumstances constituting Good Reason (provided such circumstances are capable of correction) prior to the Date of Termination (as defined below):

 

(i) the assignment to the Executive of any duties materially inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 2 of this Agreement, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive;

 

(ii) the Company's reduction of the Executive's annual base salary or bonus opportunity, each as in effect on the date hereof or as the same may be increased from time to time;

 

(iii) the relocation of the Company's offices at which the Executive is principally employed (the "Principal Location") to a location more than thirty (30) miles from such location, or the Company's requiring the Executive to be based at a location more than thirty (30) miles from the Principal Location, except for required travel on the Company's business to an extent substantially consistent with the Executive's present business travel obligations;

 

(iv) the Company's failure to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 10 hereof; or

 

(v) the Company's failure to cure a material breach of its obligations under the Agreement after written notice is delivered to the Board by the Executive which specifically identifies the manner in which the Executive believes that the Company has breached its obligations under the Agreement and the Company is given a reasonable opportunity to cure any such breach.

 

 

 

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(d) Notice of Termination. Any termination by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other parties hereto given in accordance with Section 12(c) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive's or the Company's rights hereunder.

 

(e) Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein (which date shall not be more than 30 days after the giving of such notice), as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii) if the Executive's employment is terminated by the Executive without Good Reason, the Date of Termination shall be the tenth day after the date on which the Executive notifies the Company of such termination, unless otherwise agreed by the Company and the Executive, and (iv) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death or Disability of the Executive, as the case may be.

 

4. Obligations of the Company upon Termination.

 

(a) Without Cause or For Good Reason. If, during the Employment Period, the Company shall terminate the Executive's employment without Cause or the Executive shall terminate his employment for Good Reason:

 

(i) The Executive shall be paid, in a single lump sum payment within 60 days after the Date of Termination, the aggregate amount of (A) the Executive's earned but unpaid Base Salary and accrued vacation pay through the Date of Termination, and any Annual bonus required to be paid to the Executive pursuant to Section 2(b)(ii) above for any fiscal year of the Company that ends on or before the Date of Termination to the extent not previously paid (the "Accrued Obligations"), and (B) two (the "Severance Multiple") times the sum of (x) the annual Base Salary in effect on the Termination Date plus (y) the average Annual Bonus received by the Executive for the three complete fiscal years (or such lesser number of years as the Executive has been employed by the Company) of the Company immediately prior to the Termination Date (the "Severance Amount");

 

(ii) At the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs, the Executive shall be paid an Annual Bonus in an amount equal to the product of (x) the amount of the Annual Bonus to which the Executive would have been entitled if the Executive's employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in such fiscal year through the Date of Termination and the denominator of which is the total number of days in such fiscal year (a "Pro-Rated Annual Bonus");

 

(iii) For a period of years equal to the Severance Multiple, the Company shall continue to provide the Executive and the Executive's eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(a)(iii) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company.

 

 

 

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(iv) The Company shall, at its sole expense and on an as-incurred basis, provide the Executive with outplacement services the scope and provider of which shall be reasonable and consistent with industry practice for similarly situated executives; and

 

(v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any vested benefits and other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company and its affiliates (such other amounts and benefits shall be hereinafter referred to as the "Other Benefits").

 

Notwithstanding the foregoing, it shall be a condition to the Executive's right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii) and (iv) above that the Executive execute, deliver to the Company and not revoke a release of claims in substantially the form attached hereto as Exhibit A.

 

(b) For Cause or Without Good Reason. If the Executive's employment shall be terminated by the Company for Cause or by the Executive without Good Reason during the Employment Period, the Company shall have no further obligations to the Executive under this Agreement other than pursuant to Sections 7 and 8 hereof, and the obligation to pay to the Executive the Accrued Obligations in cash within 30 days after the Date of Termination and to provide the Other Benefits.

 

(c) Death or Disability. If the Executive's employment is terminated by reason of the Executive's death or Disability during the Employment Period:

 

(i) The Accrued Obligations shall be paid to the Executive's estate or beneficiaries or to the Executive, as applicable, in cash within 30 days of the Date of Termination;

 

(ii) 100% of the Executive's annual Base Salary, as in effect on the Date of Termination, shall be paid to the Executive's estate or beneficiaries or to the Executive, as applicable, in cash within 30 days following the Date of Termination;

 

(iii) The Pro-Rated Annual Bonus shall be paid to the Executive's estate or beneficiaries or to the Executive, as applicable, at the time when annual bonuses are paid to the Company's other senior executives for the fiscal year of the Company in which the Date of Termination occurs;

 

(iv) For a period of twelve months following the Date of Termination, the Executive and the Executive's eligible family members shall continue to be provided with group health insurance coverage at least equal to that which would have been provided to them if the Executive's employment had not been terminated; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer's plans, the Company's obligations under this Section 4(d)(iv) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive's eligible family members, and any such coverage shall be reported by the Executive to the Company; and

 

(v) The Other Benefits shall be paid or provided to the Executive on a timely basis.

 

5. Termination Upon a Change in Control. If a Change in Control (as defined herein) occurs during the Employment Period and the Executive's employment is terminated (a) by the Company without Cause or by the Executive for Good Reason, in each case within two (2) years after the effective date of the Change in Control or (b) by the Executive for any reason on or within 30 days after the one year anniversary of the effective date of the Change in Control, then the Executive shall be entitled to the payments and benefits provided in Section 4(a), subject to the terms and conditions thereof, except that for purposes of this Section 5, the Severance Multiple shall equal three (3). In addition, in the event of such a termination of the Executive's employment, all outstanding stock options, restricted stock and other equity awards granted to the Executive under any of the Company's equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. For purposes of this Agreement, "Change in Control" shall mean the occurrence of any of the following events:

 

 

 

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(i) the acquisition, directly or indirectly, by any "person" or "group" (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder) of "beneficial ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors ("voting securities") of the Company that represent 35% or more of the combined voting power of the Company's then outstanding voting securities, other than

 

(A) an acquisition of securities by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or

 

(B) an acquisition of securities by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or

 

(C) an acquisition of securities pursuant to a transaction described in clause (iii) below that would not be a Change in Control under clause (iii), or

 

(D) any direct or indirect acquisition of securities by the Executive or his family, or any entity controlled thereby;

 

Notwithstanding the foregoing, the following event shall not constitute an "acquisition" by any person or group for purposes of this clause (i): an acquisition of the Company's securities by the Company which causes the Company's voting securities beneficially owned by a person or group to represent 35% or more of the combined voting power of the Company's then outstanding voting securities; provided, however, that if a person or group shall become the beneficial owner of 35% or more of the combined voting power of the Company's then outstanding voting securities by reason of share acquisitions by the Company as described above and shall, after such share acquisitions by the Company, become the beneficial owner of any additional voting securities of the Company, then such acquisition shall constitute a Change in Control;

 

(ii) individuals who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election by the Company's shareholders, or nomination for election by the Board, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board;

 

(iii) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company's assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction

 

(A) which results in the Company's voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company's assets or otherwise succeeds to the business of the Company (the Company or such person, the "Successor Entity")) directly or indirectly, at least 50% of the combined voting power of the Successor Entity's outstanding voting securities immediately after the transaction, and

 

(B) after which no person or group beneficially owns voting securities representing 35% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (B) as beneficially owning 35% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

 

(iv) approval by the Company's shareholders of a liquidation or dissolution of the Company.

 

 

 

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For purposes of clause (i) above, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company's shareholders, and for purposes of clause (iii) above, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company's shareholders.

 

6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any plan, program, policy or practice provided by the Company and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement.

 

7. Full Settlement. The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and except as expressly provided, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred (within 30 days following the Company's receipt of an invoice from the Executive), to the full extent permitted by law, all reasonable legal fees and expenses which the Executive or his beneficiaries may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive or his beneficiaries about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. The preceding sentence shall not apply with respect to any such contest if the court having jurisdiction over such contest determines that the Executive's claim in such contest is frivolous or maintained in bad faith.

 

8. Certain Additional Payments by the Company.

 

(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (the "Excise Tax Gross-Up Payment") in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Excise Tax Gross-Up Payment, the Executive retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 8(a), if it shall be determined that the Executive is entitled to the Excise Tax Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Excise Tax Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section 4(a)(i), unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section 8(a). The Company's obligation to make Excise Tax Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive's termination of employment.

 

 

 

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(b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether and when an Excise Tax Gross-Up Payment is required, the amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized accounting firm as may be selected by the Company and reasonably acceptable to the Executive (the "Accounting Firm"); provided, that the Accounting Firm's determination shall be made based upon "substantial authority" within the meaning of Section 6662 of the Code. The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive, unless the Company obtains an opinion of outside legal counsel, based upon at least "substantial authority" within the meaning of Section 6662 of the Code, reaching a different determination, in which event such legal opinion shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Excise Tax Gross-Up Payments that will not have been made by the Company should have been made (the "Underpayment"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

 

(c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Excise Tax Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company desires to contest such claim, the Executive shall:

 

(i) give the Company any information reasonably requested by the Company relating to such claim,

 

(ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

 

(iii) cooperate with the Company in good faith in order effectively to contest such claim, and

 

(iv) permit the Company to participate in any proceedings relating to such claim;

 

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company directs the Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such advance or with respect to any imputed income in connection with such advance; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which the Excise Tax Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

 

 

 

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(d) If, after the receipt by the Executive of an Excise Tax Gross-Up Payment or an amount advanced by the Company pursuant to Section 8(c), the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Excise Tax Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 8(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Excise Tax Gross-Up Payment required to be paid.

 

(e) Notwithstanding any other provision of this Section 8, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment, and the Executive hereby consents to such withholding.

 

(f) Any other liability for unpaid or unwithheld Excise Taxes shall be borne exclusively by the Company, in accordance with Section 3403 of the Code. The foregoing sentence shall not in any manner relieve the Company of any of its obligations under this Employment Agreement.

 

(g) Definitions. The following terms shall have the following meanings for poses of this Section 8:

 

(i) "Excise Tax" shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

 

(ii) "Parachute Value" of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

 

(iii) A "Payment" shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise.

 

(iv) The "Safe Harbor Amount" shall mean 2.99 times the Executive's "base amount," within the meaning of Section 280G(b)(3) of the Code.

 

(v) "Value" of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.

 

9. Confidential Information and Non-Solicitation.

 

(a) In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. However, in recognition of the facts that irreparable injury will result to the Company in the event of a breach by the Executive of his obligations under Sections 9(a) and (b) of this Agreement, that monetary damages for such breach would not be readily calculable, and that the Company would not have an adequate remedy at law therefor, the Executive acknowledges, consents and agrees that in the event of such breach, or the threat thereof, the Company shall be entitled, in addition to any other legal remedies and damages available, to specific performance thereof and to temporary and permanent injunctive relief (without the necessity of posting a bond) to restrain the violation or threatened violation of such obligations by the Executive.

 

 

 

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(b) The Employee shall, at all times during and subsequent to the Term, keep secret and retain in strictest confidence all confidential matters of the Company, and the "know-how", trade secrets, technical processes, inventions, equipment specifications, equipment designs, plans, drawings, research projects, confidential client lists, details of client, subcontractor or consultant contracts, pricing policies, operational methods, marketing plans and strategies, project development, acquisition and bidding techniques and plans, business acquisition plans, and new personnel acquisition plans of the Company and its subsidiaries and divisions (whether now known or hereafter learned by the Employee), except to the extent that (i) such information is generally available to the public without restriction, (ii) the Employee obtains confidentiality agreements with respect to such confidential information, (iii) the Employee is requested by the Board of Directors of the Company or a Committee thereof, or by the Chairman of the Company, to disclose such confidential information, (iv) such information is provided to a customer of the Company pursuant to a request received from such customer in the ordinary course of business, or (v) the Employee is under compulsion of either a court order or a governmental agency's or authority's inquiry, order or request to so disclose such information.

 

(c) Property of the Company.

 

(i) Except as otherwise provided herein, all lists, records and other non-personal documents or papers (and all copies thereof) relating to the Company and/or any of its subsidiaries or divisions, including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of the Employee, or made available to the Employee, are and shall be the property of the Company, and shall be delivered to the Company on the date of termination of the Employee's employment with the Company, or sooner upon request of the Company at any time or from time to time.

 

(ii) All inventions, including any procedures, formulas, methods, processes, uses, apparatuses, patterns, designs, plans, drawings, devices or configurations of any kind, any and all improvements to them which are developed, discovered, made or produced, and all trade secrets and information used by the Company and/or its subsidiaries and divisions (including, without limitation, any such matters created or developed by the Employee during the term of this Agreement), shall be the exclusive property of the Company or the subject subsidiary, and shall be delivered to the Company or the subject subsidiary (without the Employee retaining any copies, components or records thereof) on the date of termination of the Employee's employment with the Company; provided, however, that nothing herein contained shall be deemed to grant to the Company any property rights in any inventions or other intellectual property which may at any time be developed by the Employee which is wholly unrelated to any business then engaged in or under development by the Company.

 

(d) The Employee shall not, at any time (whether during the term of this Agreement or at any time thereafter), directly or indirectly, for or on behalf of any business enterprise other than the Company and/or its subsidiaries and affiliates, solicit any employee of the Company or any of its subsidiaries to leave his or her employment with the Company or such subsidiary, or encourage any such employee to leave such employment, without the prior written approval of the Company in each instance.

 

(e) Non-Competition. For so long as the Employee shall be receiving any compensation or remuneration under this Agreement, and for a further period of one (1) year thereafter, the Employee shall not, directly or indirectly, whether individually or as an employee, stockholder (other than the passive ownership of up to 5% of the capital stock of a publicly traded corporation), partner, joint venturer, agent or other representative of any other person, firm or corporation, engage or have any interest in any business (other than the Company or any of its subsidiaries or affiliates) which, in any country in which the Company or any of its subsidiaries or divisions does or solicits business during the Term, is engaged in or derives any revenues from performing any functionally equivalent services or marketing any functionally equivalent products as those services provided and products marketed by the Company or any of its subsidiaries or divisions during the Term.

 

 

 

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(f) Severability of Covenants. The Employee acknowledges and agrees that the provisions of this Section 9 of this Agreement are (a) made in consideration of the premises and undertakings of the Company set forth herein, (b) made for good, valuable and adequate consideration received and to be received by the Employee, and (c) reasonable and necessary, in terms of the time, geographic scope and nature of the restrictions, for the protection of the Company and the business and good will thereof. It is intended that the provisions of this Section 9 be fully severable, and in the event that any of the foregoing restrictions, or any portion of the foregoing restrictions, shall be deemed contrary to law, invalid or unenforceable in any respect by any court or tribunal of competent jurisdiction, then such restrictions shall be deemed to be amended, modified and reduced in scope and effect, as to duration and/or geographic area, only to that extent necessary to render same valid and enforceable (and in such reduced form, such provisions shall then be enforceable), and any other of the foregoing restrictions shall be unaffected and shall remain in full force and effect.

 

(g) Equitable Remedies. The parties hereby acknowledge that, in the event of any breach or threatened breach by the Employee of the provisions of this Section 9, the Company will suffer irreparable harm and will not have an adequate remedy at law. Accordingly, in the event of any such breach or threatened breach, the Company may seek and obtain appropriate equitable relief to restrain or enjoin such breach or threatened breach and/or to compel compliance herewith.

 

(h) Trade Secrets. The Parties hereby agree and stipulate that any confidential information of the Parties shall be deemed a "trade secret" as that term is defined under the Economic Espionage Act of 1996 (the "Act"), and further agree and stipulate that the Parties by this Agreement have taken all reasonable steps under the Act to keep such information secret.

 

10. Successors.

 

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives.

 

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

 

(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

 

11. Payment of Financial Obligations. The payment or provision to the Executive by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement shall be allocated to the Company and, if applicable, any subsidiary and/or affiliate thereof from time to time.

 

12. Miscellaneous.

 

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

 

 

 

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(b) Arbitration. Except as set forth in Section 9(c) above, any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by the America Arbitration Association in Tampa, Nevada in accordance with the then existing American Arbitration Association Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the Executive and the Company shall select a mutually acceptable neutral arbitrator from among the American Arbitration Association panel of arbitrators. In the event the Executive and the Company cannot agree on an arbitrator, the Administrator of American Arbitration Association will appoint an arbitrator. Neither the Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of Nevada, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof.

 

(c) Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

 

If to the Executive: at the Executive's most recent address on the records of the Company,

 

If to the Company: at the Company’s principal offices, attention of the Company’s Secretary and President.

 

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective hen actually received by the addressee.

 

(d) Sarbanes-Oxley Act of 2002. Notwithstanding anything herein to the contrary, if the Company determines, in its good faith judgment, that any transfer or deemed transfer of funds hereunder is likely to be construed as a personal loan prohibited by Section 13(k) of the Exchange Act and the rules and regulations promulgated thereunder, then such transfer or deemed transfer shall not be made to the extent necessary or appropriate so as not to violate the Exchange Act and the rules and regulations promulgated thereunder.

 

(e) Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

 

(f) Withholding. The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. In addition, notwithstanding any other provision of this Agreement, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Executive, all or any portion of any Excise Tax Gross-Up Payment, and the Executive hereby consents to such withholding.

 

(g) No Waiver. The Executive's or the Company's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 3(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

 

 

 

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(h) Entire Agreement. As of the Effective Date, this Agreement, together with any non-competition agreement between the parties, constitutes the final, complete and exclusive agreement between the Executive and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by any related entity, or representative of the Company or the transactions related thereto. The Executive agrees that any such agreement, offer or promise between the Executive and Employer (or any representative thereof) is hereby terminated and will be of no further force or effect, and the Executive acknowledges and agrees that upon his execution of this Agreement, he will have no right or interest in or with respect to any such agreement, offer or promise. In the event that the Effective Date does not occur, this Agreement (including, without limitation, the immediately preceding sentence) shall have no force or effect.

 

(i) Counterparts. This Agreement may be executed simultaneously in two counterparts, each of which shall be deemed an original but which together shall constitute one and the same instrument.

 

 

IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from the Board, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year written below.

 

 

AUREUS, INC.

A Nevada Corporation

 

 

 

By: /s/ Everett Dickson

      Name: Everett Dickson

      Title: President

 

 

 

 

EXECUTIVE

 

 

/s/ Everett Dickson

Everett Dickson

 

 

EFFECTIVE DATE:

 

Dated: May 20, 2019

 

 

 

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Exhibit 6.5

 

 

 

 

 

 

 

INDEMNIFICATION AGREEMENT

_____

 

by and between

 

AUREUS, INC.

 

and

 

Everett Dickson

Indemnitee

 

______

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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INDEMNIFICATION AGREEMENT

_____

 

THIS AGREEMENT is entered into, effective as May 20, 2019 of by and between AUREUS, INC. a Nevada corporation (the “Company”), and Everett Dickson, INDEMNITEE (“Indemnitee”).

 

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

 

WHEREAS, Indemnitee is a director and/or officer of the Company;

 

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations;

 

WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted under Nevada law, and the Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Company’s Certificate of Incorporation and Bylaws; and

 

WHEREAS, in recognition of Indemnitee’s need for (i) substantial protection against personal liability based on Indemnitee’s reliance on the aforesaid Certificate of Incorporation and Bylaws, (ii) specific contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the composition of the Company’s Board of Directors or acquisition transaction relating to the Company), and (iii) an inducement to provide effective services to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Nevada law and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.

 

NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:

 

1. Certain Definitions:

 

(a) Board: the Board of Directors of the Company.

 

(b) Affiliate: any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

 

(c) Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and other than any person holding shares of the Company on the date that the Company first registers under the Act or any transferee of such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his spouse or lineal descendants), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented by the Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other entity, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

 

 

 

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(d) Expenses: any expense, liability, or loss, including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.

 

(e) Indemnifiable Event: any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the

Company, as described above.

 

(f) Independent Counsel: the person or body appointed in connection with Section 3.

 

(g) Proceeding: any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of the Company), or any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.

 

(h) Reviewing Party: the person or body appointed in accordance with Section 3.

 

(i) Voting Securities: any securities of the Company that vote generally in the election of directors.

 

2. Agreement to Indemnify.

 

(a) General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company’s Certificate of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law.

 

(b) Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

 

(c) Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”). The Indemnitee shall qualify for such Expense Advances upon the execution and delivery to the Company of this Agreement which shall constitute an undertaking providing that the Indemnitee undertakes to repay such Expense Advances if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

 

 

 

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(d) Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

 

(e) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify

Indemnitee for the portion thereof to which Indemnitee is entitled.

 

(f) Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws.

 

3. Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Independent Counsel referred to below shall become the Reviewing Party. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.

 

4. Indemnification Process and Appeal.

 

(a) Indemnification Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

 

(b) Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the State of Nevada having subject matter jurisdiction thereof seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity.

 

 

 

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(c) Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

 

5. Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company’s Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or (ii) recovery under directors’ and officers’ liability insurance policies maintained by the Company, but only in the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance with Section 2(c).

 

6. Notification and Defense of Proceeding.

 

(a) Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).

 

(b) Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

 

 

 

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(c) Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company’s liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

 

7. Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys’ fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

 

8. Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Certificate of Incorporation, Bylaws, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company’s Certificate of Incorporation, Bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

 

9. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

 

10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any Affiliate of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be required by state law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

 

11. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

 

 

 

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12. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

 

13. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder.

 

14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding.

 

15. Severability. If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.

 

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws.

 

17. Notices. All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

 

AUREUS, INC.

1170 Peachtree Street #1200

Atlanta, GA 30309

 

and to Indemnitee at:

 

Everett Dickson

1170 Peachtree Street #1200

Atlanta, GA 30309

 

 

 

 

 

 

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Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

 

18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above.

 

Company

 

AUREUS, INC.

 

 

 

By: /s/ Everatt Dickson

President and CEO

 

Indemnitee

 

 

/s/ Everett Dickson

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 6.6

 

AUREUS, INC.

 

INCENTIVE STOCK OPTION PLAN

 

Plan Summary

______

 

The plan provides that an aggregate of up to 10,000,000 shares of the Company's Common Stock may be optioned to officers and other key employees. The plan provides authority for a Stock Option Plan Committee to select the employees of the Company, and its subsidiaries, to whom incentive stock options will be granted. No person may be granted any option unless he agrees to remain an employee of the Company for at least two years. There are approximately three officers and directors of the Company plus other key employees eligible to receive options under the plan. All officers may participate in the plan.

 

Following the statutory requirements of new Code 422A, the plan provides that the Committee may establish the purchase price of the stock at the time the option is granted. However, the purchase price may not be less than 100 percent of the fair market value of the Company's Common Stock. The aggregate fair market value of the stock for which any employee may be granted options in any calendar year shall not exceed $100,000 plus any unused limit carried over (as defined in Plan 3(d)) to such year from any prior calendar year beginning on or after September 1, 2016.

 

The plan terminates ten years from its effective date. All new options to be granted are nontransferable. The Company is to receive no cash consideration for granting options under the plan. However, when an option is exercise, the holder is required to pay the option price, in cash or certified bank check, shares of the Company's Common Stock or in any combination of the above, for the number of shares of stock to be issued on exercise of the option unless the holder elects to receive cash or stock by exercise of stock appreciation rights.

 

Under the plan, a Stock Appreciation Right (SAR) permits the holder of an option to elect to receive cash or a lesser amount of stock without payment, upon exercise of an option. The amount of cash receivable is the difference between the option price stated in the option and the fair market value of the Common Stock on the date of the exercise. The lesser number of shares receivable is the number of shares which could be purchased with the cash receivable. An important distinction between the exercise of an incentive stock option and the exercise of a SAR is that, upon the exercise of an SAR, the option holder need not pay the option price in cash. The shares or cash received by an optionee upon exercising an SAR, however, are subject to tax under Section 83.

 

1. Purpose of the Plan

 

This Incentive Stock Option Plan (hereinafter called the "Plan") for AUREUS, INC. (hereinafter called the "Company") is intended to advance the interests of the Company by providing officers and other key employees who have substantial responsibility for the direction and management of the Company with additional incentive to promote the success of the business, to increase their proprietary interest in the success of the Company, and to encourage them to remain in its employ. The above aims will be effectuated through the granting of certain stock options. It is intended that options issued under the Plan and designated by the Committee under Section 3(b) will qualify as Incentive Stock Options (hereinafter called "ISOs") under Section 422A of the Internal Revenue Code and the terms of the Plan shall be interpreted in accordance with this intention.

 

 

 

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2. Administration of the Plan

 

The Board of Directors shall appoint a Stock Option Plan Committee (hereinafter called the "Committee") which shall consist of not less than three (3) members, at least one of whom shall be a Director of the Company. Subject to the provisions of the Plan, the Committee shall have plenary authority, in its discretion: (a) to determine the employees of the Company and its subsidiaries (from among the class of employees eligible under Section 3 to receive options under the Plan) to whom options shall be granted; (b) to determine the time or times at which options shall be granted; (c) to determine the option price of the shares subject to each option, which price shall not be less than the minimum specified in Section 5; (d) to determine (subject to Section 7) the time or times when each option shall become exercisable and the duration of the exercise period; and (e) to interpret the Plan and to prescribe, amend, and rescind rules and regulations relating to it. The Board may from time to time appoint members of the Committee in substitution for members previously appointed and may fill vacancies, however caused, in the Committee; provided, however, that at all times at least one member shall be a Director of the Company. The Committee shall select one of its members as its Chairman and shall hold its meetings at such times and places as it shall deem advisable. All action of the Committee shall be taken by unanimous vote of its members. Any action may be taken by a written instrument signed by all the members of the Committee, and action so taken shall be fully as effective as if it had been taken by a unanimous vote of the members at a meeting duly called and held. The Committee may appoint a secretary to keep minutes of its meetings and shall make rules and regulations for the conduct of its business, as it shall deem advisable.

 

3. Eligibility and Limitations on Options Granted Under the Plan

 

(a) Options will be granted only to persons who are key employees of the Company or a subsidiary corporation of the Company who agree, in writing, to remain in the employ of, and render services to, the Company or a subsidiary corporation of the Company for a period of at least two (2) years from the date of the granting of the option. The term "key employees" shall include officers, directors, executives, and supervisory personnel, as well as other employees of the Company or a subsidiary corporation of the Company. The term “Subsidiary Corporation” shall, for the purposes of this Plan be defined in the same manner as such term is defined in Section 425 (f) of the Internal Revenue Code.

 

(b) At the time of the grant of each option under this Plan, the Committee shall determine whether such option is to be designated as an ISO. If an option is to be so designated as an ISO, then the provisions of Section 7(d) of this Plan shall be made applicable to such option. In addition, no option granted to any employee, who at the time of such grant, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or any of its subsidiaries, may be designated as an ISO, unless at the time of such grant, the option price is fixed at not less than 110 percent of the fair market value of the stock subject to the option, and exercise of such option is prohibited by its terms after the expiration of five (5) years from the date such is granted.

 

(c) The aggregate fair market value of the stock for which any employee may be granted options designated as ISOs in any calendar year (under this or any other stock option plan established by the Company or a subsidiary corporation of the Company) shall not exceed $100,000 plus any unused limit carryover (as defined in 3(d) hereof) to such year from any prior calendar year beginning on or after September 1, 2016.

 

(d) The unused limit carryover from any such calendar year shall be one-half of any excess of $100,000 over the aggregate fair market value of the stock for which an employee was granted options that qualify (whether from their issuance or as a result of subsequent amendment and election by the Company) as ISOs in any such calendar year (under this and all other stock option plans established by the Company or a subsidiary corporation of the Company). The unused limit for any calendar year shall be carried forward for three (3) years. ISOs granted in any year shall be applied against the current year limitation first and then against the remaining unused limit carryovers to such year in the order of the calendar year in which the carryovers arose.

 

 

 

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4. Shares of Stock Subject to the Plan

 

There will be reserved for use upon the exercise or options to be granted from time to time under the Plan (subject to the provisions of Section 12) an aggregate of 100,000,000 shares of the Common Stock of the $0.001 par value common stock (hereinafter called the "Common Stock") of the Company, which shares may be in whole or in part, as the Board of Directors of the Company (hereinafter called the "Board") shall from time to time determine, authorized but unissued shares of the Common Stock or issued shares of the Common Stock which shall have been reacquired by the Company. Any shares subject to an option under the Plan, which option for any reason expires or is terminated unexercised as to such shares, may again be subject to an option under the Plan.

 

5. Option Price

 

The purchase price under each option issued shall be determined by the Committee at the time the option is granted, but in no event shall such purchase price be less than 100 percent of the fair market value of the Company's Common Stock on the date of grant.

 

The term "fair market value" shall be defined as either the average of the highest offer and lowest bid market price of said Common Stock on any public market if the stock of the Company is publicly traded, as of the date of the grant of the option, or, if there be no sales on such date, on the most recent date upon which such stock was traded, or if there is no market for the Common Stock of the Company, the book value of the Common Stock as of the end of the most recent preceding month as given on the books of the Company applying generally accepted accounting principles on a consistent basis giving effect to all accruals.

 

6. Dilutions or Other Agreement

 

In the event that additional shares of Common Stock are issued pursuant to a stock split or a stock dividend, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be increased proportionately with no increase in the total purchase price of the shares then so covered, and the number of shares of Common Stock reserved for the purpose of the Plan shall be increased by the same proportion. In the event that the shares of Common Stock of the Company from time to time issued and outstanding are reduced by a combination of shares, the number of shares of Common Stock then covered by each outstanding option granted hereunder shall be reduced proportionately with no reduction in the total price of the shares then so covered, and the number of shares of Common Stock reserved for the purposes of the Plan shall be reduced by the same proportion. In the event that the Company should transfer assets to another corporation and distribute the stock of such other corporation without the surrender of Common Stock of the Company, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of Section 355 of the Internal Revenue Code of 1954, or some similar section, then the total purchase price of the shares covered by each outstanding option shall be reduced by an amount which bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of the Common Stock of the Company, immediately following the distribution, bears to the aggregate of the market value at such time of a share of the Common Stock of the Company and the stock distributed in respect thereof. All such adjustments shall be made by the Committee, whose determination upon the same shall be final and binding upon the optionees. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this Section 6 shall be eliminated from the respective option. No adjustment shall be made for cash dividends or the issuance to stockholders of rights to subscribe for additional Common Stock or other securities.

 

7. Period of Option and Certain Limitations on Right to Exercise

 

(a) All options issued under the Plan shall be for such period, as the Committee shall determine, but for not more than ten (10) years from the date of grant thereof.

 

(b) The period of the option, once it is granted, may be reduced only as provided for in Section 9 in connection with the termination of employment or death of the optionee or in Section 7(c) in the case of less than satisfactory performance.

 

 

 

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(c) Each option granted under this Plan shall become exercisable only after two (2) years continued employment of the optionee with the Company or a subsidiary corporation of the Company immediately following the date the option is granted. Any option designated as an ISO shall be exercisable in full, or as to any part thereof, at any time after the expiration of two (2) years following the date such option is granted, but only if the optionee chooses to exercise such option and to pay for such option in the manner set forth in Section 7(e) hereof (i.e., in cash or certified check or shares of the Company's Common Stock, or any combination of the foregoing in an amount equal to the full option price of the shares being purchased). Any option not designated as an ISO and any option designated as an ISO that the optionee chooses to exercise in any manner other than that permitted in the preceding sentence, shall be exercisable only to the extent of one-fifth of the total number of optioned shares after the expiration of two (2) years following the date the option is granted only to the extent of two-fifths of the total number of optioned shares after the expiration of three (3) years following the date the option is granted, only to the extent of three-fifths of the total number of optioned shares after the expiration of four (4) years following the date the option is granted, only to the extent of four-fifths of the total number of optioned shares after the expiration of five (5) years following the date the option is granted, and in full only after the expiration of six (6) years following the date the option is granted, such limitations being calculated, in the case of any resulting fraction, to the nearest lower number of shares.

 

Notwithstanding the foregoing, the Committee may, in its sole discretion, (i) prescribe longer time periods and additional requirements with respect to the exercise of an option and (ii) terminate in whole or in part such portion of any option as has yet become exercisable at the time of termination if it determines that the optionee is not performing satisfactorily the duties to which he was assigned on the date the option was granted or duties of at least equal responsibility. No option may be exercised unless the optionee is at the time of such exercise in the employ of the Company or of a subsidiary corporation of the Company and shall have been continuously so employed since the grant of his option. Absence or leave approved by the management of the Company shall not be considered an interruption of employment for any purpose under the Plan.

 

(d) No option granted by the Committee as an ISO may be exercised while there is outstanding in the hands of the optionee any ISO (whether granted under this Plan or any other stock option plan established by the Company or a subsidiary of the Company) which was granted before the granting of the ISO hereunder sought to be exercised. For purposes of this Section 7(d), any ISO shall be treated as outstanding until exercised in full or expired.

 

(e) Subject to the alternative settlement methods set forth in Section 7(h) hereof, the exercise of any option shall also be contingent upon receipt by the Company of cash or certified check to its order, shares of the Company's Common Stock, or any combination of the foregoing in an amount equal to the full option price of the shares being purchased. For purposes of this paragraph, shares of the Company's Common Stock that are delivered in payment of the option price shall be valued at their fair market value determined under the method set forth in Section 5 of this Plan applied as of the date of the exercise of the option. However, in order to facilitate the accumulation of funds to enable employees to exercise their option, they will have the right, if they so elect, to direct the Company or a subsidiary corporation of the Company to withhold from their compensation regular amounts to be applied toward the exercise of the options. Funds credited to the stock option accounts will be under the control of the Company until applied to the payment of the option price at the direction of the employee or returned to the employee in the event the amount is not used for purchase of shares under option, and all funds received or held by the Company under the Plan may be used for any corporate purpose, and no interest shall be payable to a participant on account of any amount held. Such amounts may be withdrawn by the participant at any time, in whole or in part, for any purpose.

 

(f) No optionee or his legal representative or distributees, as the case may be, will be deemed to be a holder of any share subject to an option unless and until certificates for such shares are issued to him or them under the terms of the Plan. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

 

(g) In no event may an option be exercised after the expiration of its term.

 

(h) As an alternative to payment in full by the optionee for the number of shares of Common Stock in respect of which an option is exercised, the Committee may provide alternative settlement methods as follows:

 

(i) The Committee, in its discretion, may provide in the initial grant of any option, that the optionee may elect either of the alternative settlement methods set forth in subsection (ii) below.

 

 

 

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(ii) The alternative settlement methods are for the optionee, upon exercise of the option, to receive from the Company: (1) cash in an amount equal to the excess of the value of one share over the option price times the number of shares as to which the option is exercised; or (2) the number of whole shares of Common Stock having an aggregate value not greater than the cash amount calculated under Section 7(h)(ii)(1). For purposes of determining an alternative settlement, the value per share shall be the "Fair market value" determined under the method set forth in Section 5 hereof, applied as of the date of the exercise of the option, or such other price as the Committee shall determine to be the fair market value of the Common Stock on the date of exercise.

 

(i) An election of any of the alternative settlement methods provided for under Section 7 (h)(ii) shall be binding on the optionee, when made. The optionee may elect to what extent the alternative settlement method elected shall be paid in cash, in Common Stock, or partially in Common Stock, provided that the aggregate value of the payments shall not be greater than the cash amount calculated under Section 7 (h)(ii)(1). No fractional shares of Common Stock shall be issued, and the Committee shall determine whether cash shall be paid in lieu of such fractional share interest or whether such fractional share interest shall be eliminated.

 

(j) The alternative settlement methods provided above in Section 7(h)(ii) shall not be available unless the cash amount calculated thereunder shall be positive, i.e. when the value of one share shall exceed the option price per share.

 

(k) Exercise of an option in any manner, including an exercise involving an election of an alternative settlement method with respect to an option, shall result in a decrease in the manner of shares of Common Stock which thereafter may be available under the Plan by the number of shares as to which the option is exercised.

 

(1) To the extent that the exercise of options by one of the alternative settlement methods provided for in Section (h)(ii) results in compensation income to the optionee, the Company will withhold from the amount due to the optionee utilizing such alternative settlement method, an appropriate amount for federal, state and local taxes.

 

8. Assignability

 

Each option granted under this Plan shall be transferable only by will or the laws of descent and distribution and shall be exercisable, during his lifetime, only by the employee to whom the option is granted. Except as permitted by the preceding sentence, no option granted under the Plan or any of the rights and privileges thereby conferred shall be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and no such option, right, or privilege shall be subject to execution, attachment, or similar process. Upon any attempt to so transfer, assign, pledge, hypothecate, or otherwise dispose of the option, or of the right or privilege conferred thereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option, right of privilege, the option and such rights and privileges shall immediately become null and void.

 

9. Effect of Termination of Employment. Death or Disability

 

(a) In the event of the termination of employment if an optionee during the two (2) year period after the date of issuance of an option to him either by reason of (i) a discharge for cause or (ii) voluntary separation on the part of the optionee and without consent of his employing company or companies, any option or options theretofore granted to him under this Plan to the extent not theretofore exercised by him shall forthwith terminate.

 

 

 

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(b) In the event of the termination of employment of an optionee (otherwise than by reason of death or retirement of the optionee at his Retirement Date by the Company or by any subsidiary corporation of the Company employing the optionee at such time), any option or options granted to him under the Plan to the extent not theretofore exercised shall be deemed cancelled and terminated forthwith, except that, subject to the provisions of section (a) of this Section, such optionee may exercise any options theretofore granted to him, which have not then expired and which are otherwise exercisable within the provisions of Section 7(c) hereof, within three (3) months after such termination. If the employment of an optionee shall be terminated by reason of the optionee's retirement at his Retirement Date by the Company or by any subsidiary corporation of the Company employing the optionee at such time, the optionee shall have the right to exercise such option or options held by him to the extent that such options have not expired, at any time within three (3) months after such retirement. The provisions of Section 7(c) to the contrary notwithstanding, upon retirement, all options held by an optionee shall be immediately exercisable in full. The transfer of an optionee from the employ of the Company to a subsidiary corporation of the Company or vice versa, or from one subsidiary corporation of the Company to another, shall not be deemed to constitute a termination of employment for purposes of this Plan.

 

(c) In the event that an optionee shall die while employed by the Company or any subsidiary corporation of the Company or shall die within three (3) months after retirement at his Retirement Date (by the Company or by any subsidiary corporation of the Company) any option or options granted to him under this Plan and not theretofore exercised by him or expired shall be exercisable by the estate of the optionee or by any person who acquired such option by bequest or inheritance at any time within one (1) year after the death of the optionee. References hereinabove to the optionee shall be deemed to include any person entitled to exercise the option after the death of the optionee under the terms of this Section.

 

(d) In the event of the termination of employment of an optionee by reason of the optionee's disability, the optionee shall have the right, notwithstanding the provisions of Section 7(c) hereof, to exercise all options held by him, to the extent that options have not previously expired or been exercised, at any time within one (1) year after such termination. The term "disability" shall, for the purposes of this Plan, be defined in the same manner as such term is defined in Section 105(d)(4) of the Internal Revenue Code of 1954.

 

(e) For the purposes of this Plan, "Retirement Date" shall mean any date an employee is otherwise entitled to retire under the Company's retirement plans, if any, and shall include normal retirement at age 65, early retirement at age 62, and retirement at age 60 after 30 years of service.

 

10. Listing and Registration of Shares

 

Each option shall be subject to the requirement that if at any time the Stock Option Committee shall determine, in its discretion, that the listing, registration, or qualification of the shares covered thereby upon any securities exchange or under any state or federal law or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of shares thereunder, such option may not be exercised in whole or in part unless and until such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

 

11. Expiration and Termination of the Plan

 

Options may be granted under the Plan at any time or from time to time as long as the total number of shares optioned or purchased under this Plan does not exceed 10,000,000 shares of Common Stock. The Plan may be abandoned or terminated at any time by the Board of Directors of the Company except with respect to any options then outstanding under the Plan. No option shall be granted pursuant to the Plan after ten (10) years from the effective date of the Plan.

 

12. Amendment of Plan

 

The Board of Directors may at any time and from time to time modify and amend the Plan (including such form of option agreement) in any respect; provided, however, that no such amendment shall: (a) increase (except in accordance with Section 6) the maximum number of shares for which options may be granted under the Plan either in the aggregate or to an individual employee; or (b) reduce (except in accordance with Section 6) the minimum option prices which may be established under the Plan; or (c) extend the period or periods during which options may be granted or exercised; or (d) change the provisions relating to the determination of employees to whom options shall be granted and the number of shares to be covered by such options; or (e) change the provisions relating to adjustments to be made upon changes in capitalization; or (f) change the method for selection of the Committee as provided by Section 2 hereof. The termination or any modification or amendment of the Plan shall not, without the consent of an employee, affect his rights under an option theretofore granted to him.

 

 

 

  6  

 

 

13. Applicability of Plan to Outstanding Stock Options

 

The Plan shall not affect the terms and conditions of any non-qualified stock options heretofore granted to any employee of the Company or a subsidiary corporation of the Company under any other plan relating to non-qualified stock options; nor shall it affect any of the rights of any employee to whom such a non-qualified stock option was granted.

 

14. Effective Date of Plan

 

This Plan shall become effective on the date of its adoption by the Board of Directors or the Company or its approval by the vote of the shareholders of a majority of the outstanding shares of the Company's common stock. This Plan shall not become effective unless such shareholder approval shall be obtained within twelve (12) months before or after the adoption of the Plan by the Directors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  7  

 

 

LETTER TO STOCKHOLDERS

 

Dear Stockholder:

 

I am enclosing this letter with the notice of call of a special meeting of the stockholders of the Corporation as a means of explaining briefly the purpose of the meeting. Your Board of Directors has unanimously recommended that the Corporation adopt a stock option plan allowing the purchase of a limited number of the Corporation's shares of common stock by key management employees of the Corporation. This proposal has been adopted by the Board of Directors, subject to the approval of the holders of the Corporation's common stock, and I have been directed to set forth to you the reasons for their action.

 

In the past several years, plans or programs offering stock participation opportunities to management personnel have become widespread among American businesses. This meaningful trend has come about in response to a realization that the best efforts of the best executives are more surely secured when the executives have a personal stake in the fortunes of their corporate employers. I might add that a number of our major competitors have instituted stock acquisition programs of one type or another for their executive employees, and we in charge of the Corporation are aware of the importance of such programs in attracting and holding employees of the caliber we want in our Corporation.

 

In judgment of the Directors, your Corporation can best be assured of success in enlisting and retaining top management employees only if these employees are given the opportunity to acquire a proprietary stake in the success of the Corporation. Consequently, the Directors have examined methods of achieving this goal, and have determined that the best approach for the Corporation is that of offering certain stock options known as "Incentive Stock Options," which satisfy the tests imposed by the Internal Revenue Code for such designation. Specifically, the Directors' proposal is that a total of 10,000,000 unissued shares of the common stock of the Corporation be sold to executive employees under options that fix the purchase price at percent of the market price on the date such an option is granted. The particular employees to be given these options, and the number of shares covered by each option, would be left to the decision of the Board of Directors or of a special committee chosen from the Board. However, in no event would the total number of shares placed under option exceed the total of 10,000,000 which would be somewhat less than 10 percent of the total number of common shares to be outstanding once these optioned shares are issued on a fully diluted basis.

 

The Directors wish to take this step only after full information has been given to all the stockholders affected, and their understanding and approval of this plan has been expressed. For this reason, though I have set forth in this letter what I believe to be a proper summary of the principal points involved, I have instructed the Secretary of the Corporation to mail a copy of the full stock plan and of the relevant Directors' resolutions to any stockholder requesting it.

 

 

 

 

 

 

 

 

 

 

  8  

 

 

AUREUS, INC.

NOTICE OF EXERCISE OF STOCK OPTION AND

RECORD OF STOCK TRANSFER

 

 

I HEREBY EXERCISE My Incentive Stock Option granted by AUREUS, INC., subject to all the terms and provisions thereof and of the Employee Stock Option Plan referred to therein, and notify you of my desire to purchase shares of Common Stock of the Company which were offered to me pursuant to said Option. Enclosed is my check in the sum of in full payment for such shares.

 

I hereby represent that the __________ shares of Common Stock to be delivered to me pursuant to the above-mentioned exercise of the Option granted to me on are being acquired by me as an investment and not with a view to, or for sale in connection with, the distribution of any thereof.

 

 

DATED: , 20__.

 

_________________________

Employee's Signature

 

 

Receipt is hereby acknowledged of the delivery to me by AUREUS, INC. on of stock certificates for shares of Common Stock purchased by me pursuant to the terms and conditions of the Employee Stock Option Plan referred to above, which shares were transferred to me on the Company's stock record books on.

 

_________________________

Employee

 

 

 

 

 

 

 

 

 

  9  

 

 

AUREUS, INC.

 

NOTICE OF GRANT OF INCENTIVE STOCK OPTION

 

 

[date]

 

[name of employee]

 

 

 

 

 

Dear ______:

 

At the direction of the Board of Directors of the Corporation, you are hereby notified that the Board has granted to you an option, pursuant to the Employee Stock Option Plan adopted by the Corporation on May 20, 2019, and ratified and approved by the stockholders of the Corporation on May ___, 2019.

 

The option granted to you is to purchase ___________________ ( ,000) shares of the $0.01 par Common Stock of the Corporation at the price of per share. The date of grant of this option is the date of this notice, and it is the determination of the Board of Directors that on this date the fair market value of the Corporation's $0.01 par common stock was $0.___ per share.

 

I enclosed a certified copy of the Incentive Stock Option Plan governing the option granted to you and your attention is invited to all the provisions of the Plan. You will observe that the Plan does not require that you exercise this option as to any particular number of shares at one time, but this option must be exercised, if at all and to the extent exercised, by no later than years from the date of this notice.

 

Your stock option is in all respects limited and conditioned as provided in the Employee Stock Option Plan, including, but not limited to, the following:

 

a. Your option may be exercised by you, but only by you, at any time during your lifetime prior to the three months following termination of your employment;

 

b. Your option is nontransferable, otherwise than as may be occasioned by your death, and then only to your estate or according to the terms of your Will or the provision of applicable laws of descent and distribution;

 

c. In the event that the right to exercise your option is passed to your estate, or to a person to whom such right devolves by reason of your death, then your option shall be nontransferable in the hands of your executor or administrator or of such person, except that your option may be distributed by your executor or administrator to the distributees of your estate as a part of your estate.

 

At the time or times when you wish to exercise this option, in whole or in part, please refer to the provisions of the Stock Option Plan dealing with methods and formalities of exercise of your option.

 

 

 

 

________________________

Secretary

 

 

 

 

 

 

  10  

Exhibit 6.7

 

 

 

 

 

 

 

 

 

 

 

Aureus, Inc.

 

Management Stock Bonus Plan

__________

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Aureus, Inc.

 

Management Stock Bonus Plan

__________

 

Purpose

 

This Plan’s purpose is to keep personnel of experience and ability in the employ of Aureus, Inc. (“Aureus, Inc.”) and its subsidiaries and to compensate them for their contributions to the growth and profits of Aureus, Inc. and its subsidiaries and thereby induce them to continue to make such contributions in the future.

 

1.              Definitions

  

For the purpose of this Plan, the following terms will have the definitions set forth below:

 

(a) Company – Aureus, Inc.

 

(b) Subsidiary or Subsidiaries – A corporation or corporations or other entity of which Aureus, Inc. owns, directly or indirectly, shares having a majority of the ordinary voting power for the election of directors.

 

(c) Board – Aureus's board of directors.

 

(d) Committee – The Management Stock Bonus Plan Committee as appointed from time to time by the Board, consisting of not less than three members. No member of the Committee shall be eligible for selection as a person to whom shares may be allocated pursuant to the Plan or to whom stock options may be granted pursuant to any other Plan of the Company or any of its affiliates, at any time while he is serving on the Committee.

 

(e) Date of Issuance – This term shall have the meaning supplied by Section 6(c) below.

 

(f) Plan – The Aureus, Inc. Management Stock Bonus Plan.

 

(g) Bonus Share – The shares of Common Stock of Aureus, Inc. reserved pursuant to Section 3 hereof and any such shares issued to a Recipient pursuant to this Plan.

 

(h) Recipient – An employee of Aureus, Inc. or a subsidiary to whom shares are allocated under this Plan, or such individual’s designated beneficiary, surviving spouse, estate, or legal representative. For this purpose, however, any such beneficiary, spouse, estate, or legal representative shall be considered as one person with the employee.

 

(i) Restricted Period – This phrase shall have the meaning supplied by Section 7(e) below.

 

 

 

  1  

 

 

2.              Bonus Share Reserve.

 

(a) Bonus Share Reserve. Aureus, Inc. will establish a Bonus Share Reserve to which will be credited One Hundred Million (100,000,000) shares of the Common Stock of Aureus, Inc., par value $0.001 per share. Should the shares of the Company’s Common Stock, due to a stock split or dividend or combination of shares or any other change, or exchange for any other securities, by reclassification, merger, consolidation, recapitalization, or otherwise, be increased or decreased, or changed into, or exchanged for, a different number or kind of shares of stock or other securities of Aureus, Inc. or of another corporation or entity, the number of shares then remaining in the Bonus Share Reserve shall be appropriately adjusted to reflect such action. If any such adjustment results in a fractional share, the fraction shall be disregarded.

 

(b) Adjustments to Reserve. Upon the allocation of shares hereunder, the reserve will be reduced by the number of shares to be allocated and, upon the failure to make the required payment on the issuance of any Bonus Shares pursuant to Section 6(a) or upon the repurchase thereof pursuant to Section 7(d)(i) or (ii), Section 8 or Section 10 hereof, the reserve shall be increased by such number of shares, and such Bonus Shares may again be the subject of allocation hereunder.

 

(c) Distributions of Bonus Shares. Distributions of Bonus Shares, as the Board shall, in its sole discretion, determine, may be made from authorized but unissued shares or from treasury shares. All authorized and unissued shares issued as Bonus Shares in accordance with the Plan shall be fully paid and non-assessable shares free from preemptive rights.

 

3.              Eligibility and Making of Allocations.

 

(a) Eligible Employees. Any salaried executive employee of Aureus, Inc. or any Subsidiary (including officers and, except for person serving as directors only) shall be eligible to receive an allocation of Bonus Shares.

 

(b) Selection by the Committee. From the employees eligible to receive allocations pursuant to the Plan, the Committee may from time to time select those employees to whom it recommends that the Board make allocations. Such recommendations shall include a recommendation as to the number of Bonus Shares that should be allocated and in determining the number of Bonus Shares it wishes to recommend, the Committee shall consider the position and responsibilities of the eligible employees, the value of their services to Aureus, Inc. and its subsidiaries and such factors as the Committee deems pertinent.

 

(c) Review by the Board of Committee’s Recommendations. As promptly as practicable after the Committee recommends making allocations pursuant to (b) above, the Board will review the Committee’s recommendations and, in the Board’s discretion, allocate to the employees the Board selects from those employees recommended by the Committee a number of Bonus Shares not in excess of the number recommended for each employee by the Committee. The date of such action by the Board shall be the “date of allocation,” as that term is used in this Plan.

 

(d) Participation in Other Stock Option Plans. A person who has received options to purchase stock under any stock option plan of Aureus, Inc. or any subsidiary may exercise the same in accordance with their terms, and will not by reason thereof be ineligible to receive Bonus Shares under this Plan. A person who has received Bonus Shares under this Plan shall not, for a period of three years from the date of Issuance thereto of such Bonus Shares, be eligible to, and may not, be granted any option or other rights to purchase Common Stock pursuant to any stock option or stock purchase plan of Aureus, Inc. presently in effect or hereafter adopted, nor shall he or she be eligible during such period to receive any additional allocation of Bonus Shares under this Plan or under any similar plan of Aureus, Inc..

 

(e) Limit on Number of Shares. The total number of Bonus Shares, which may be allocated pursuant to this Plan, will not exceed the amount of available therefore in the Bonus Share reserve.

 

 

 

  2  

 

 

4.              Form of Allocation.

 

(a) Number Specified. Each allocation shall specify the number of Bonus Shares subject thereto, subject to the provisions of Section 4.

 

(b) Notice. When an allocation is made, the Board shall advise the Recipient and Aureus, Inc. thereof by delivery of written notice in the Form of Exhibit A hereto attached.

 

(c) Public Listing of Stock. Aureus, Inc. shall take such action as shall be necessary to cause any Bonus Shares issued pursuant to this Plan and not previously listed to be listed on a public stock market or exchange on which shares of the same class as the Bonus Shares are then listed, if any.

 

5.              Payment Required of Recipients.

 

(a) Acceptance of Allocation. Within 15 days from the date of allocation, the Recipient shall, if he desires to accept the allocation, pay to Aureus, Inc. an amount equal to the par value of the Bonus Shares so allocated, in cash, buy certified or bank cashier’s check, or by money order at the office of the Treasurer.

 

(b) Investment Purpose. Aureus, Inc. may require that in acquiring any Bonus Shares, the Recipient agree with, and represent to, Aureus, Inc. that the Recipient is acquiring such Bonus Shares for the purpose of investment and with no present intent to transfer, sell or otherwise dispose of such shares except for such distribution by a legal representative as shall be required by will or the laws of any jurisdiction in winding up the estate of any Recipient. Such shares shall be transferable thereafter only if the proposed transfer is permitted under the Plan and if, in the opinion of counsel (who shall be satisfactory to Aureus, Inc.), such transfer at such time complies with applicable securities laws.

 

(c) Written Agreement/Date of Issuance. Concurrently with making payment of the par value of the Bonus Shares pursuant to Section 6(a) the Recipient shall deliver to Aureus, Inc., in duplicate, an agreement in writing, signed by the Recipient, in form and substance as set forth in Exhibit B, below, and Aureus, Inc. will promptly acknowledge the receipt thereof. The date of such delivery and receipt shall be deemed the “Date of Issuance,” as that phrase is used in this Plan, of the Bonus Shares to which the shares relate. The failure to make such payment and delivery within 15 days from the date of allocation shall terminate the allocation of such shares to the Recipient.

 

6.              Restrictions.

 

(a) Transfer/Issuance. Bonus Shares, after the making of the payment and representations, etc. required by Section 6, will be promptly issued or transferred and a certificate or certificates for such shares shall be issued in the Recipient’s name. As such, the Recipient shall have all of the rights of a shareholder with respect to such shares, including the right to vote them and to receive all dividends and other distributions (subject to Section 7(b)) paid with respect to them, provided, however, that the shares shall be subject to the restrictions in Section 7(d). Stock certificates representing Bonus Shares will be imprinted with a legend stating that the shares represented thereby may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of except in accordance with this Plan’s terms, and each transfer agent for the Common Stock shall be instructed to like effect in respect of such shares. In aid of such restrictions, the Recipient shall immediately upon receipt of the certificate for such shares, deposit such certificate(s), together with a stock power or other instrument of transfer, appropriately endorsed in blank, with an escrow agent designated by the Committee, under a deposit agreement containing such terms and conditions as the Committee shall approve, the expenses of such escrow to be borne by Aureus, Inc..

 

 

 

  3  

 

 

(b) Stock Splits, Stock Dividends, Etc. If, due to a stock split, stock dividend, combination of shares, or any other change or exchange for other securities, by reclassification, reorganization, merger, consolidation, recapitalization, or otherwise, the Recipient, as the owner of the Bonus Shares subject to restrictions hereunder, shall be entitled to new, additional, or different shares of stock or securities, the certificate or certificates for, or other evidences of, such new, additional, or different shares or securities, together with a stock power or other instrument of transfer appropriately endorsed, which shares also shall be imprinted with a legend as provided in Section 7(a) and deposited by the Recipient under the above-mentioned deposit agreement. When the event(s) described in the preceding sentence occur, all Plan provisions relating to restrictions and lapse of restrictions will apply to such new, additional or different shares or securities to the extent applicable to the shares with respect to which they were distributed, provided, however, that if the Recipient shall receive rights, warrants or fractional interests in respect of any such Bonus Shares, such rights or warrants may be held, exercised, sold or otherwise disposed of, and such fractional interests may be settled, by the Recipient free and clear of the restrictions hereafter set forth.

 

(c) Restricted Period. The term “Restricted Period” with respect to restricted Bonus Shares (after with restrictions shall lapse) means a period starting on the Date of Issuance of such shares to the Recipient and ending on such date not less than three (3) years after the Date of Issuance, as the Committee may establish as the time of allocation of shares hereunder.

 

(d) Restrictions on Bonus Shares. The restrictions to which restricted Bonus Shares shall be subject are:

 

(i)                       During the Restricted Period to such shares and except as otherwise specifically provided in the Plan, none of such shares shall be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of unless they first, by written notice have been offered to Aureus, Inc. for repurchase, for the same amount as was paid therefore under Section 6, with appropriate adjustment for any change in the Bonus Shares of the nature described in Section 7(b). If Aureus, Inc. shall not within 30 days following such offer have so repurchased the shares and made payment in full for such shares, unless such purchase is otherwise prohibited by the laws of the State of December currently in effect at the time of an offer of Bonus Shares to Aureus, Inc. for repurchase pursuant to the terms of the Plan, Aureus, Inc. shall repurchase said shares and make payment in full for such shares within thirty (30) days following such offer.

 

(ii)                     If a Recipient’s employment is terminated for any reason, including such Recipient’s death or disability, at any time before the Restricted Period ends, Aureus, Inc. shall so notify the escrow agent appointed under Section 7(a). Such termination shall be deemed an offer to Aureus, Inc. as described in Section 7(d)(i) as to:

 

(A) All such shares issued to the Recipient, if such termination occurs within one year from the Date of Issuance;

 

(B) 75% of the total number of such shares originally issued (including any other or additional securities issued in respect thereof, as contemplated by Section 7(b) to such Recipient, if such termination occurs more than one year after the Date of Issuance but prior to two years after that date;

 

(C) 50% of the total number of such shares originally issued (including any other or additional securities issued in respect thereof, as contemplated by Section 7(b) to such Recipient, if such termination occurs on or after two years after the Date of Issuance but prior to the end of the Restricted Period.

 

 

 

  4  

 

 

(e) Lapse of Restricted Period. The restriction set forth in Section 7(d) hereof, with respect to the Bonus Shares to which such Restricted Period was applicable, will lapse

 

(i) As to such shares in accordance with the time(s) and number(s) of shares as to which the Retracted Period expires, as described in Section 7(d)(ii), or

 

(ii) As to any shares which Aureus, Inc. will fail to purchase when they are offered to Aureus, Inc., as described in Section 7(d)(i) upon Aureus’s failure to so repurchase.

 

(f) Transfers Upon Death of Recipient. Nothing in this Plan will preclude the transfer of restricted Bonus Shares on the Recipient’s death, to the Recipient’s legal representatives or estate, or preclude such representatives from transferring any of such shares to the person(s) entitled thereto by will or the laws of descent and distribution; provided, however, that any shares so transferred as to which such restrictions have not lapsed will remain subject to all restrictions and obligations imposed on them by this Plan.

 

(g) Delivery of Written Notice. All notices in writing required pursuant to this Section 7 will be sufficient only if actually delivered or if sent via registered or certified mail, postage prepaid, to Aureus, Inc., attention Treasurer, and/or escrow agent at its principal office within the City of Phoenix, and will be conclusively deemed given on the date of delivery, if delivered before or on the date first business day following the date of such mailing, if mailed.

 

7.              Finality of Determination.

 

The Committee will administer this Plan and construe its provisions. Any determination by the Committee (except insofar as it will make recommendations only) in carrying out, administering, or constructing this Plan will be final and binding for all purposes and upon all interested persons and their heirs, successors and personal representatives.

 

8.              Limitations.

 

(a) No Right to Allocation. No person will at any time have any prior right to receive an allocation of Bonus Shares hereunder, and no person will have authority to enter into an agreement for the making of an allocation, or any prior right or to make any representation or warranty with respect thereto.

 

(b) Rights of Recipients. Recipients of allocations will have no rights in respect thereof other than those set forth in this Plan. Except as provided in Section 6(b) or 7(f), such rights may not be assigned or transferred except by will or by the laws of descent or distribution. If any attempt is made to sell, exchange, transfer, pledge, hypothecate, or otherwise dispose of any Bonus Shares held by the Recipient under restrictions which have not yet lapsed, the shares that are the subject of such attempted disposition will be deemed offered to Aureus, Inc. for repurchase, and Aureus, Inc. will repurchase them, as described in Section 7(d)(i) when Aureus, Inc. receives actual notice of such attempted distribution. Before issuance of Bonus Shares, no such shares will be earmarked for the Recipient’s accounts nor will such Recipients have any rights as stockholders with respect to such shares.

 

(c) No Right to Continued Employment. Neither Aureus, Inc.’s actions in establishing the Plan, nor any action taken by it or by the Board or the Committee under the Plan, nor any provision of the Plan, will be construed as giving to any person the right to be in the employ of Aureus, Inc. or any Subsidiary.

 

 

 

  5  

 

 

(d) Limitation on Actions. Every right of action by or on behalf of Aureus, Inc. or by any shareholder against any past, present or future member of the Board, the Committee or any officer or employee of Aureus, Inc. arising out of or in connection with this Plan shall, regardless of the place where the action may be brought and regardless of the place of residence of any such director, committee member, officer or employee, cease and be barred by the expiration of three years from the later of:

 

(i) The date of the act or omission in respect of which such right of action arises;

 

(ii) The first date upon which there has been made generally available to shareholders an annual report of Aureus, Inc. and a proxy statement for the annual meeting of shareholders following the issuance of such annual report, which annual report and proxy statement alone or together set forth, for the related period, the amount of the allocation.

 

In addition, any and all right of action by any employee (past, present or future) against Aureus, Inc. or any member of the Committee arising out of or in connection with this Plan will, regardless of the place where action may be brought and regardless of the place of residence of any Committee member, cease and be barred by the expiration of three years from the date of the act or omission in respect of which such right of action arises.

 

9.             Amendment, Suspension or Termination of Plan.

 

The Board may amend, suspend or terminate the Plan in whole or in part at any time; provided that such amendment will not affect adversely the rights or obligations with respect to allocations previously made; and provided further, that no modifications of the Plan by the Board without approval by the stockholders will (i) increase the maximum number of Bonus Shares reserved pursuant to Section 3; (ii) alter the provisions of Section 4 with respect to the total number of Bonus Shares that may be allocated under the Plan, or (iii) render any member of the Committee eligible to receive an allocation at any time while he is serving on the Committee.

 

10.           Governing Laws.

 

This Plan will be governed by the laws of the State of Nevada.

 

11.           Expenses of Administration.

 

All costs and expenses incurred in the operation and administration of this Plan will be borne by the Company.

 

12.           Registration of Bonus Shares.

 

(a) Registration Requirement. If Aureus, Inc. determines at any time to register any of its securities under the Securities Act of 1933 (or similar statute then in effect) Aureus, Inc., at its expense, will include among the securities which it then registers all Bonus Shares or other stock or securities issued in respect thereof, or in replacement thereof as to which the Restricted Period has expired. The requirement of the preceding sentence, however, will not apply to the extent that any Recipient at that time has no present intent to sell or distribute the relevant shares. Also, in the case of stock or securities not of Aureus, Inc., Aureus’s obligation under this Section 13 will be limited to using its best efforts to effect such registration and shall not be required to register such shares if, in the opinion of Aureus's investment banker, such registration would materially limit the marketability of other securities registered or to be registered by Aureus, Inc..

 

(b) Written Notification. As to each registration pursuant to this Section 13, Aureus, Inc. will keep the Recipients advised in writing as to their initiation of proceedings for such registration and as to the completion thereof, and at its expense will keep such registration effective for a period of nine months, or until all sales and distributions contemplated in connection therewith are completed, whichever period is shorter. Each Recipient will at his own expense furnish to Aureus, Inc. such information regarding the Recipient and the Recipient’s ownership of Bonus Shares (or other stock or securities) as Aureus, Inc. may reasonably request in writing in connection with any such registration.

 

 

 

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(c) Prospectus, Indemnification. Aureus, Inc., at its expense, will furnish to each Recipient such number of prospectuses incident to any such registration as such Recipient from time to time reasonably may request. In addition, Aureus, Inc. will indemnify each such Recipient against all claims, losses, damages, and liabilities caused by any untrue statement of a material fact contained in such prospectus (or in any related registration statement) or by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to Aureus, Inc. by such Recipient expressly for use therein. Further, as a condition precedent to the obligations of Aureus, Inc. pursuant to Section 1, each Recipient will agree in writing to indemnify Aureus, Inc. against all claims, losses, damages, and liabilities caused by an untrue statement or omission based upon information furnished to Aureus, Inc. by such Recipient expressly for use therein.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  7  

 

 

Exhibit I

 

Aureus, Inc.

 

Date:

 

To:                    , Recipient

 

From: Treasurer, Aureus, Inc.

 

This is to advise you that Aureus, Inc.’s Board of Directors has on the date of this Notice allocated to the Recipient above named a total of

 

Bonus Shares under and pursuant to the Management Stock Bonus Plan.

 

For these shares to be issued, the Recipient must make payment of $

 

And deliver to the Treasurer of Aureus, Inc. an agreement in duplicate, in the form of Exhibit II hereto, within 15 days of the date of this Notice.

 

_______________

 

For the Board

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  8  

 

 

Exhibit II

 

Aureus, Inc.

 

Management Stock Bonus Plan

 

To: Treasurer, Aureus, Inc.

 

Enclosed is the sum of $

 

Being equal to the par value of

 

Bonus Shares allocated to and purchased by me pursuant to Aureus’s Management Stock Bonus Plan. Upon receipt of these Bonus Shares, I will deposit them together with a stock power duly endorsed in blank with an escrow agent appointed pursuant to Section 7(a) of this Plan.

 

I represent and agree that I am acquiring these Bonus Shares for investment and that I have no present intention to transfer, sell or otherwise dispose of such shares, except as permitted pursuant to the Plan and in compliance with applicable securities laws. I agree further that I am acquiring these shares in accordance with, and subject to, the terms, provisions, and conditions of said Plan, to all of which I hereby expressly consent. These agreements will bind and inure to the benefit of my heirs, legal representatives, successors and assigns.

 

My address of record is:

 

My social security number is:

 

Receipt of the above, together with the payment referred to, is hereby acknowledged.

 

Aureus, Inc.

 

By: ____________________

 

Date:

 

 

 

 

 

 

 

 

  9  

Exhibit 6.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AUREUS, INC.

 

 

 

 

ANNUAL BONUS PERFORMANCE PLAN

FOR EXECUTIVE OFFICERS

 

_____

 

 

May 20, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

AUREUS, INC.

ANNUAL BONUS PERFORMANCE PLAN

FOR EXECUTIVE OFFICERS

 

______

 

 

SECTION 1. PURPOSE OF PLAN

 

The purpose of the Plan is to promote the success of the Company by providing to participating executives bonus incentives that qualify as performance-based compensation within the meaning of Section 162(m) of the Code.

 

SECTION 2. DEFINITIONS AND TERMS

 

2.1 Accounting Terms. Except as otherwise expressly provided or the context otherwise requires, financial and accounting terms are used as defined for purposes of, and shall be determined in accordance with, generally accepted accounting principles, as from time to time in effect, as applied and reflected in the consolidated financial statements of the Comp any, prepared in the ordinary course of business.

 

2.2 Specific Terms. The following words and phrases as used herein shall have the following meanings unless a different meaning is plainly required by the context:

 

"Bonus" means a cash payment or a payment opportunity as the context requires.

 

Bonus Pool” means the total aggregate of cash payments or payment opportunities in any Year that may be allowed under the Plan.

 

"Business Criteria" means any one or any combination of Income before Taxes, Net Income, Return on Equity, Return on Assets, Pre-tax Margin, Free Cash Flow, Valuation or EPS.

 

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

 

"Committee" means the Performance Plan Subcommittee which has been established to administer the Plan in accordance with Section 3.1 and Section 162(m) of the Code.

 

"Company" means AUREUS, INC. and any successor, whether by merger, ownership of all or substantially all of its assets, or otherwise.

 

EBITDA” for any Year means the consolidated earnings before interest, tax, depreciation, and amortization as reported in the financial statements of the Company for the Year.

 

"EPS" for any Year means earnings per share of the Company, as reported in the Company's Consolidated Statement of Income set forth in the financial statements of the Company for the Year.

 

"Executive" means a key employee (including any officer) of the Company who is (or in the opinion of the Committee may during the applicable Performance Period become) an "executive officer" as defined in Rule 3b-7 under the Securities Exchange Act of 1934.

 

Free Cash Flow” for any Year means the Consolidated Net Income plus the sum of the decrease in working capital and depreciation and amortization less the sum of capital expenditures, mandatory debt payments and the increase in working capital as reported in the financial statements of the Company for the Year.

 

 

 

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Income before Taxes” for any Year means the consolidated income before taxes of the Company, as reported in the financial statements of the Company for the Year.

 

"Net Income" for any Year means the consolidated net income of the Company, as reported in the financial statements of the Company for the Year.

 

"Participant" means an Executive selected to participate in the Plan by the Committee.

 

"Performance Period" means the Year or Years with respect to which the Performance Targets are set by the Committee.

 

"Performance Target(s)" means the specific objective goal or goals (which may be cumulative and/or alternative) that are timely set in writing by the Committee for each Executive for the Performance Period in respect of any one or more of the Business Criteria.

 

"Plan" means this Annual Bonus Performance Plan for Executive Officers of the Company, as amended from time to time.

 

Pre-tax Margin” for any Year means the Income before Taxes of the Company divided by Consolidated Sales of the Company, as reported in the financial statements of the Company for the Year.

 

"Return on Assets" means Net Income divided by the average of the total assets of the Company at the end of the four fiscal quarters of the Year, as reported by the Company in its consolidated financial statements.

 

"Return on Equity" means the Net Income divided by the average of the common stockholders equity of the Company at the end of each of the four fiscal quarters of the Year, as reported by the Company in its consolidated financial statements.

 

"Section 162(m)" means Section 162(m) of the Code, and the regulations promulgated thereunder, all as amended from time to time.

 

"Shares" means shares of common stock of the Company or any securities or property, including rights into which the same may be converted by operation of law or otherwise.

 

Valuation” for any Year means the product of consolidated EBIDA, as reported in the financial statements of the Company for the Year, and six.

 

“Working Capital” for any Year means the consolidated current assets of the Company less the consolidated current liabilities of the Company, as reported in the financial statements of the Company for the Year.

 

"Year" means any one or more fiscal years of the Company commencing on or after January 1, 2018 that represent(s) the applicable Performance Period and end(s) no later than December 31, 2026.

 

SECTION 3. ADMINISTRATION OF THE PLAN

 

3.1 The Committee. The Plan shall be administered by a Committee consisting of at least one member of the Board of Directors of the Company, duly authorized by the Board of Directors of the Company to administer the Plan, who (i) are not eligible to participate in the Plan and (ii) are "outside directors" within the meaning of Section 162(m).

 

 

 

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3.2 Powers of the Committee. The Committee shall have the sole authority to establish and administer the Performance Target(s) and the responsibility of determining from among the Executives those persons who will participate in and receive Bonuses under the Plan and, subject to Sections 4 and 5 of the Plan, the amount of such Bonuses, and the time or times at which and the form and manner in which Bonuses will be paid (which may include elective or mandatory deferral alternatives) and shall otherwise be responsible for the administration of the Plan, in accordance with its terms. The Committee shall have the authority to construe and interpret the Plan (except as otherwise provided herein) and any agreement or other document relating to any Bonus under the Plan, may adopt rules and regulations governing the administration of the Plan, and shall exercise all other duties and powers conferred on it by the Plan, or which are incidental or ancillary thereto. For each Performance Period, the Committee shall determine, at the time the Business Criteria and the Performance Target(s) are set, those Executives who are selected as Participants in the Plan.

 

3.3 Requisite Action. A majority of the members of the Committee shall constitute a quorum. The vote of a majority of those present at a meeting at which a quorum is present or the unanimous written consent of the Committee shall constitute action by the Committee.

 

3.4 Express Authority (and Limitations on Authority) to Change Terms and Conditions of Bonus; Acceleration or Deferral of Payment. Without limiting the Committee's authority under other provisions of the Plan, but subject to any express limitations of the Plan and Section 5.8, the Committee shall have the authority to accelerate a Bonus (after the attainment of the applicable Performance Target(s)) and to waive restrictive conditions for a Bonus (including any forfeiture conditions, but not Performance Target(s)), in such circumstances as the Committee deems appropriate. In the case of any acceleration of a Bonus after the attainment of the applicable Performance Target(s), the amount payable shall be discounted to its present value using an interest rate equal to Moody's Average Corporate Bond Yield for the month preceding the month in which such acceleration occurs. Any deferred payment shall be subject to Section 4.9 and, if applicable, Section 4.10.

 

SECTION 4. BONUS PROVISIONS.

 

4.1 Maximum Total Bonus. In any Year the aggregate amount of bonuses awarded by the Company to all Participants may not exceed the Bonus Pool. In any year the bonus Pool is the product of 10% and Income before Taxes.

 

4.2 Provision for Bonus. Each Participant may receive a Bonus if and only if the Performance Target(s) established by the Committee, relative to the applicable Business Criteria, are attained. The applicable Performance Period and Performance Target(s) shall be determined by the Committee consistent with the terms of the Plan and Section 162(m). Notwithstanding the fact that the Performance Target(s) have been attained, the Company may pay a Bonus of less than the amount determined by the formula or standard established pursuant to Section 4.2 or may pay no Bonus at all, unless the Committee otherwise expressly provides by written contract or other written commitment.

 

4.3 Selection of Performance Target(s). The specific Performance Target(s) with respect to the Business Criteria must be established by the Committee in advance of the deadlines applicable under Section 162(m) and while the performance relating to the Performance Target(s) remains substantially uncertain within the meaning of Section 162(m). At the time the Performance Target(s) are selected, the Committee shall provide, in terms of an objective formula or standard for each Participant, and for any person who may become a Participant after the Performance Target(s) are set, the method of computing the specific amount that will represent the maximum amount of Bonus payable to the Participant if the Performance Target(s) are attained, subject to Sections 4.1, 4.2, 4.3, 4.8, 5.1 and 5.8.

 

4.4 Maximum Individual Bonus. Notwithstanding any other provision hereof, no Executive shall receive a Bonus under the Plan for the Year in excess of $1 million. No Executive shall receive aggregate bonuses under this Plan for the Year in excess of $1 million.

 

4.5 Selection of Participants. For each Performance Period, the Committee shall determine, at the time the Business Criteria and the Performance Target(s) are set, those Executives who will participate in the Plan.

 

 

 

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4.6 Effect of Mid-Year Commencement of Service. To the extent compatible with Sections 4.3 and 5.8, if services as an Executive commence after the adoption of the Plan and the Performance Target(s) are established for a Performance Period, the Committee may grant a Bonus that is proportionately adjusted based on the period of actual service during the Year; the amount of any Bonus paid to such person shall not exceed that proportionate amount of the applicable maximum individual bonus under Section 4.1 and 4.4.

 

4.7 Changes Resulting From Accounting Changes. Subject to Section 5.8, if, after the Performance Target(s) are established for a Performance Period, a change occurs in the applicable accounting principles or practices, the amount of the Bonuses paid under this Plan for such Performance Period shall be determined without regard to such change.

 

4.8 Committee Discretion to Determine Bonuses. The Committee has the sole discretion to determine the standard or formula pursuant to which each Participant's Bonus shall be calculated (in accordance with Section 4.3), whether all or any portion of the amount so calculated will be paid, and the specific amount (if any) to be paid to each Participant, subject in all cases to the terms, conditions and limits of the Plan and of any other written commitment authorized by the Committee. To this same extent, the Committee may at any time establish additional conditions and terms of payment of Bonuses (including but not limited to the achievement of other financial, strategic or individual goals, which may be objective or subjective) as it may deem desirable in carrying out the purposes of the Plan and may take into account such other factors as it deems appropriate in administering any aspect of the Plan. The Committee may not, however, increase the maximum amount permitted to be paid to any individual under Section 4.3 or 4.4 of the Plan or award a Bonus under this Plan if the applicable Performance Target(s) have not been satisfied.

 

4.9 Committee Certification. No Executive shall receive any payment under the Plan unless the Committee has certified, by resolution or other appropriate action in writing, that the amount thereof has been accurately determined in accordance with the terms, conditions and limits of the Plan and that the Performance Target(s) and any other material terms previously established by the Committee or set forth in the Plan were in fact satisfied.

 

4.10 Time of Payment; Deferred Amounts. Any Bonuses granted by the Committee under the Plan shall be paid as soon as practicable following the Committee's determinations under this Section 4 and the certification of the Committee's findings under Section 4.9. Any such payment shall be in cash or cash equivalent or in such other form of equal value on such payment date as the Committee may approve or require. Notwithstanding the foregoing, the Committee may, in its sole discretion (but subject to any prior written commitments and to any conditions consistent with Sections 3.4, 4.1, 4.4 and 5.8 that it deems appropriate), defer the payout or vesting of any Bonus and/or provide to Participants the opportunity to elect to defer the payment of any Bonus under a nonqualified deferred compensation plan. In the case of any deferred payment of a Bonus after the attainment of the applicable Performance Target(s), any amount in excess of the amount otherwise payable shall be based on either Moody's Average Corporate Bond Yield over the deferral period or one or more predetermined actual investments (including Shares) such that the amount payable at the later date will be based upon actual returns, including any decrease or increase in the value of the investment(s), unless the alternative deferred payment is otherwise exempt from the limitations under Section 162(m).

 

SECTION 5. GENERAL PROVISIONS

 

5.1 No Right to Bonus or Continued Employment. Neither the establishment of the Plan nor the provision for or payment of any amounts hereunder nor any action of the Company (including, for purposes of this Section 5.1, any predecessor or subsidiary), the Board of Directors of the Company or the Committee in respect of the Plan, shall be held or construed to confer upon any person any legal right to receive, or any interest in, a Bonus or any other benefit under the Plan, or any legal right to be continued in the employ of the Company. The Company expressly reserves any and all rights to discharge an Executive in its sole discretion, without liability of any person, entity or governing body under the Plan or otherwise. Notwithstanding any other provision hereof and notwithstanding the fact that the Performance Target(s) have been attained and/or the individual maximum amounts pursuant to Section 4.2 have been calculated, the Company shall have no obligation to pay any Bonus hereunder nor to pay the maximum amount so calculated or any prorated amount based on service during the period, unless the Committee otherwise expressly provides by written contract or other written commitment.

 

 

 

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5.2 Discretion of Company, Board of Directors and Committee. Any decision made or action taken by the Company or by the Board of Directors of the Company or by the Committee arising out of or in connection with the creation, amendment, construction, administration, interpretation and effect of the Plan shall be within the absolute discretion of such entity and shall be conclusive and binding upon all persons. No member of the Committee shall have any liability for actions taken or omitted under the Plan by the member or any other person.

 

5.3 Absence of Liability. A member of the Board of Directors of the Company or a member of the Committee of the Company or any officer of the Company shall not be liable for any act or inaction hereunder, whether of commission or omission.

 

5.4 No Funding of Plan. The Company shall not be required to fund or otherwise segregate any cash or any other assets which may at any time be paid to Participants under the Plan. The Plan shall constitute an "unfunded" plan of the Company. The Company shall not, by any provisions of the Plan, be deemed to be a trustee of any property, and any obligations of the Company to any Participant under the Plan shall be those of a debtor and any rights of any participant or former Participant shall be no greater than those of a general unsecured creditor.

 

5.5 Non-Transferability of Benefits and Interests. Except as expressly provided by the Committee, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action be void and no such benefit shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of any Participant or former Participant. This Section 5.5 shall not apply to an assignment of a contingency or payment due after the death of the Executive to the deceased Executive's legal representative or beneficiary.

 

5.6 Law to Govern. All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Nevada.

 

5.7 Non-Exclusivity. Subject to Section 5.8, the Plan does not limit the authority of the Company, the Board or the Committee, or any subsidiary of the Company to grant awards or authorize any other compensation under any other plan or authority, including, without limitation, awards or other compensation based on the same Performance Target(s) used under the Plan. In addition, Executives not selected to participate in the Plan may participate in other plans of the Company.

 

5.8 Section 162(m) Conditions; Bifurcation of Plan. It is the intent of the Company that the Plan and Bonuses paid hereunder satisfy and be interpreted in a manner, that, in the case of Participants who are or may be persons whose compensation is subject to Section 162(m), satisfies any applicable requirements as performance-based compensation. Any provision, application or interpretation of the Plan inconsistent with this intent to satisfy the standards in Section 162(m) of the Code shall be disregarded. Notwithstanding anything to the contrary in the Plan, the provisions of the Plan may at any time be bifurcated by the Board or the Committee in any manner so that certain provisions of the Plan or any Bonus intended (or required in order) to satisfy the applicable requirements of Section 162(m) are only applicable to persons whose compensation is subject to Section 162(m).

 

SECTION 6. AMENDMENTS, SUSPENSION

OR TERMINATION OF PLAN

 

The Board of Directors or the Committee may from time to time amend, suspend or terminate in whole or in part, and if suspended or terminated, may reinstate, any or all of the provisions of the Plan. Notwithstanding the foregoing, no amendment may be effective without Board of Directors and/or shareholder approval if such approval is necessary to comply with the applicable rules of Section 162(m) of the Code. 

 

 

 

 

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CERTIFICATION

 

The undersigned Secretary of the Company certifies that the foregoing constitutes a complete and correct copy of the Plan as amended on May 20, 2019 by the Board of Directors of AUREUS, INC.

 

 

 

/s/ Everett Dickson

Secretary

 

 

Date: March 20, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  6  

Exhibit 6.9

 

 

March 26, 2019

 

David Yuengling, President

Yuengling's Ice Cream Corp.

1058 Centre Turnpike

Orwigsburg, PA 17961

 

Dear Mr. Yuengling:

 

Aureus, Inc. ("Aureus") is pleased to submit this binding letter of intent ("Letter") regarding the proposed acquisition {the "Transaction"), through a new entity to be formed by Aureus ("Buyer"), to purchase all of the assets of Yuengling's Ice Cream Corp. (the "Company''). The Buyer and the Company are hereinafter, collectively, the "Parties" and individually, a "Party") - in accordance with the preliminary terms and conditions proposed in this Letter, including the Term Sheet attached hereby as "Attachment A" (the "Term Sheet"). The Parties acknowledge and agree that upon execution of this Letter, this Letter shall supersede and replace the current letter of intent between Aureus, the Company and David Yuengling, which letter of intent shall be null, void and of no effect.

 

1. Definitive and Collateral Agreements. Buyer shall endeavor to incorporate the terms and conditions expressed in this Letter in a mutually acceptable definitive agreement (the "Definitive Agreement), which will provide for a closing on the Closing Date (as defined herein), when all conditions to completion have been met. Other closing agreements to give effect to arrangements collateral to the Transaction shall be negotiated by the Parties concurrently with the negotiation of the Definitive Agreement.

 

2. Confidentiality. The existence and contents of this Letter and the Term Sheet, and terms and negotiations regarding the Transaction, are intended to be confidential. Neither Party shall discuss with or disclose to any third party the existence or contents of this Letter or Term Sheet or the discussions of the Parties regarding a potential transaction, except (i) with the express prior written consent of the other Party, (ii) as required by law, (iii) with such Party's trustees, grantors, beneficiaries, directors, officers, employees, attorneys, lenders (and in the case of Buyer, its prospective lenders and other sources of capital), accountants, or advisors (collectively, "Representatives") directly and solely for the purpose of evaluating and consummating the Transaction, including taking the actions contemplated by this Letter, and (iv) disclosures by each of the Company to its shareholders; provided, however, that each Party shall be responsible for any breach of the confidentiality provisions of this paragraph 2 by its Representatives and/or equity holders.

 

3. Announcements. Following the closing of the Transaction (the "Closing"), Buyer may in its discretion make a public announcement regarding the Transaction; provided, however, that Buyer shall provide the Company a reasonable opportunity to review, and provide feedback with respect to, the content in advance of such public announcement.

 

 

 

 

     
 

Yuengling’s Ice Cream Corp.

Page 2

 

 

4. Expenses. The Buyer shall pay up to $45,000 of the legal fees of Company counsel. Except as provided in the preceding sentence, each Party will each be responsible for their own legal and accounting fees and other out-of-pocket costs and expenses related to the negotiation, due diligence, documentation and closing of the Transaction.

 

5. No Shop/Exclusivity. The Company and each of its owners, directors, officers, employees or Representatives shall not, directly or indirectly, through affiliates or otherwise, enter into or conduct or participate in discussions, or furnish information to, any other person, or solicit or initiate or continue any negotiations, proposals or offers of any kind with respect to a sale of interests or assets of the Seller, or a merger, consolidation, business combination, recapitalization, financing, liquidation, dissolution or similar transaction involving the Seller or any other transaction which would prevent or impede the completion of the Transaction on or after the date first written above and prior to the termination of this Letter in accordance with paragraph 10 hereof, except in furtherance of the Transaction with Buyer.

 

6. Representations, Warranties and Indemnities. In the Definitive Agreement, among other customary terms and conditions, the Company and David Yuengling, its principal stockholder, will provide representations, warranties and indemnities covering the Company, customary for this type of transaction, including without limitation ownership, infringement, liabilities, agreements, and authority to enter into and the enforceability of the Definitive Agreement against the Company. The Definitive Agreement will provide for the Company and David Yuengling to defend and indemnify Buyer and their respective affiliates and hold each of them harmless from and against any breaches of the warranties, representations and covenants of the Company and any other specific matters agreed to by Buyer and the Company as set forth in the Definitive Agreement. The Buyer shall provide representations, indemnities and warranties as are customary in this type of transaction. The final form of all representations, warranties and indemnities will be subject to the approval of legal counsel to the Parties.

 

7. Closing Cooperation. The Parties intend for the Closing to occur on or before April 15, 2019 (the "Closing Date"). Each Party also intends to negotiate the Definitive Agreement, perform and facilitate all due diligence and take all other steps in a timely fashion so as to facilitate the Transaction by executing the Definitive Agreement on the Closing Date; provided, however, that the Parties acknowledge and agree that neither this Letter nor any action taken in connection with this Letter will give rise to any obligation on the· part of any Party (i} to continue any discussions or negotiations with the other Party with respect to the Transaction, or (ii) to pursue or enter into any transaction or relationship of any nature with the other Party.

 

8. Due Diligence: Access to Personnel, Books and Records. At all times prior to the consummation of the Transaction or the earlier termination of this Letter in accordance with paragraph 10, the Company shall afford to Aureus and its Representatives such access to the Company's books and records, agreements, licenses and any other information directly related to the proposed Transaction that may be reasonably requested, subject to reasonable prior notice. The consummation of the Transaction is contingent on the satisfactory completion of due diligence, in Aureus's sole discretion, that would include, but is not limited to, the customary review of the Company, and its organizational and other business and legal issues.

 

 

 

 

     
 

Yuengling’s Ice Cream Corp.

Page 3

 

 

 

9. Binding Effect. The provisions of paragraphs 2, 4, 5, 9, 10, 11, 13 and 14 hereof are binding and enforceable against the Parties in accordance with their terms. The Parties understand and agree that this Letter creates a binding and enforceable contract between the Parties. The execution of the Definitive Agreement and the Closing are conditioned upon, among other customary conditions, (i) the results of a due diligence review of the Seller and the Company to Buyer's satisfaction, in its sole discretion, which due diligence review has not yet been completed, (ii) financing for the Transaction, the terms of which must be satisfactory to the Buyer, (iii) the final approval of the Transaction and the terms of the Definitive Agreement by Buyer's board of directors, and (iv) third party and regulatory approvals, if required .

 

10. Termination. This Letter shall terminate (unless extended by mutual written agreement of the Parties) upon the earliest to occur of (i) written notice of such termination by Buyer to the Seller, (ii) execution of the Definitive Agreement, or (iii) May 15, 2019; provided, however, that .the provisions of paragraphs 2, 4, 9, 10, 11, 13 and 14 shall survive any termination of this Letter.

 

11. No Oral Agreements. Subject to the foregoing, this Letter sets out the understanding of the Parties as of this date, and there are no other written or oral agreements or understandings among the Parties and no agreement shall be deemed entered into as a result of the course of conduct of either Party. No modification or amendment to this Letter may be made except by an instrument in writing signed by duly authorized officers or agents of all of the Parties executing this Letter.

 

12. Conditions to Closing. The closing of this Transaction shall be subject to satisfaction of customary conditions to closing, including financing the Transaction, and the satisfaction with our business, legal, and accounting due diligence investigations and review of the Company .

 

13. Governing Law. This Letter will be governed by and construed in accordance with the laws of the State of Delaware, excluding any conflict of law provisions that would render the law of another jurisdiction applicable. The Parties agree that any disputes regarding this Letter shall be subject to the exclusive jurisdiction of the state and federal courts located in Houston, Harris County, Texas.

 

14. Counterparts. This Letter may be executed in one or more counterparts, including by facsimile transmission and by email in portable document format, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument .

 

If the terms and conditions of this letter reflect our mutual understanding and intentions, please sign and return the enclosed counterpart of this Letter before 5:00 p.m., Eastern time, on March 29, 2019.

 

 

 

 

 

     
 

Yuengling’s Ice Cream Corp.

Page 4

 

 

Sincerely,

 

Aureus, Inc.

 

By:  /s/ Everett M. Dickson                         

Everett M. Dickson, President

 

 

AGREED AND ACCEPTED:

 

This 26th day of March, 2019

 

Yuengling’s Ice Cream Corp.

 

By: /s/ David Yuengling                               

Name: David Yuengling

Title: President

 

 

 

 

 

 

 

 

 

 

 

     
 

 

"Attachment A"

 

 

Term Sheet

Yuengling1s Ice Cream Corp.

 

Company Yuengling's lee Cream Corp (the “Company").
   
Purchaser Anew entity formed by Aureus Inc. ("Buyer").
   
Transaction Sale of all or substantially all of the assets of the Company.
   
Closing Date On or before April 15, 2019 (such date of Closing, the "Closing Date")

 

Consideration A promissory note in the amount of $150,000 payable over·24 months, plus the assumption of the secured indebtedness of the Company and such other obligations of the Company as the Buyer may elect in its sole discretion. The Parties acknowledge and agree that as of the date of this Letter, $90,000 of the principal amount of the promissory note has been remitted to the Company by Aureus, and that Aureus may remit addition principal to the Company prior to the Closing Date, which will reduce the outstanding principal amount of the promissory note. If this Letter is terminated, the Parties agree that Aureus will be issued stock equal to one percent (1%) of the issued and outstanding stock of the Company for each $9,000 advanced to the Company. For the avoidance of doubt, if at the time of the termination of this Letter, Aureus has advanced $90,000 of funding to the Company, Aureus will be issued stock of the Company that will cause Aureus to hold ten percent (10%) of the issued and outstanding stock of the Company.

 

Ownership Buyer shall be formed by Aureus, and as of the Closing Date, will be owned by Aureus and certain stockholders of the Company ("Existing Owners"). The governing document for the issuance of stock to the Existing Owners will give them the right to exchange their stock in Buyer at any time after 6 months from the Closing Date into $1,200,000 of the common stock of Aureus. The stock of Aureus to be issued in exchange for the Buyer stock shall be valued at its volume weighted average sales price for the twenty (20) trading days preceding the date of the Closing on all United States domestic securities exchanges on which the Common Stock may at the time be listed. Aureus shall commit to use commercial reasonable efforts to make Rule 144 available for the resale of any stock issued to the Existing Owners or their successors or assigns.

 

Indemnities Fundamental reps (e.g., organization, capitalization, authority, enforceability, title, and taxes), will survive indefinitely. Taxes will survive for 90 days following the expiration of the statute of limitations period. Other reps will survive for 24 months from the Closing Date. Fraud is an exception to all time and amount limits.
  Indemnification shall be capped at the total amount of the purchase price.

 

Non-Compete
/ Non-
Solicitation
So long as there is not a breach of the Definitive Agreement, which is not cured within any applicable cure period, Buyer and the Existing Owners will be bound by a five-year noncompete/non-solicitation/confidential information agreement (the "General Non-Compete”). Among other customary provisions, the General Non-Compete will restrict the Seller and its affiliates from (a) participating, directly or indirectly, as an owner, employee (or in a similar function) or lender of any entity (other than Buyer) that is in the premium ice cream business, or (b) directly or indirectly advising or consulting with customers of the Company with respect to products offered or intended to be offered by the Company as of the Closing Date.

 

 

 

 

 

  A-1  
 

 

Basis of Proposal ARSN's proposal set forth herein assumes that there has been no material adverse change in the Company since March 15, 2019. Other assumptions upon which this proposal is based are as follows:

 

· The Company shall obtain the consent of its secured lenders to the Transaction
· Seller shall obtain the consent of the Company's board of directors and stockholders to the Definitive Agreement
· No material unrecorded liabilities pertaining to the Company exist
· No additional material adverse events occurring after the date hereof

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  A-2  

Exhibit 12.1

 

John E. Lux, Esq.
Attorney at Law
1629 K Street, Suite 300
Washington, DC 20006
(202) 780-1000
Admitted in Maryland and the District of Columbia

 

May 29, 2019

 

Everett Dickson

Board of Directors

AUREUS, INC.

1170 Peachtree Street #1200

Atlanta, GA 30309

 

Gentlemen:

 

I have acted, at your request, as special counsel to AUREUS, INC.., a Delware corporation, (“AUREUS, INC..”) for the purpose of rendering an opinion as to the legality of 38,000,000 shares of AUREUS, INC.. common stock, par value $0.001 per share to be offered and distributed by AUREUS, INC.. (the “Shares”), pursuant to an Offering Statement to be filed under Regulation A of the Securities Act of 1933, as amended, by AUREUS, INC.. with the U.S. Securities and Exchange Commission (the "SEC") on Form 1-A, for the purpose of registering the offer and sale of the Shares (“Offering Statement”).

 

For the purpose of rendering my opinion herein, I have reviewed statutes of the State of Nevada, to the extent I deem relevant to the matter opined upon herein, certified or purported true copies of the Articles of Incorporation of AUREUS, INC.. and all amendments thereto, the By-Laws of AUREUS, INC.., selected proceedings of the board of directors of AUREUS, INC.. authorizing the issuance of the Shares, certificates of officers of AUREUS, INC.. and of public officials, and such other documents of AUREUS, INC.. and of public officials as I have deemed necessary and relevant to the matter opined upon herein. I have assumed, with respect to persons other than directors and officers of AUREUS, INC.., the due and proper election or appointment of all persons signing and purporting to sign the documents in their respective capacities, as stated therein, the genuineness of all signatures, the conformity to authentic original documents of the copies of all such documents submitted to me as certified, conformed and photocopied, including the quoted, extracted, excerpted and reprocessed text of such documents.

 

Based upon the review described above, it is my opinion that the Shares are duly authorized and when, as and if issued and delivered by AUREUS, INC.. against payment therefore, as described in the offering statement, will be validly issued, fully paid and non-assessable.

 

I have not been engaged to examine, nor have I examined, the Offering Statement for the purpose of determining the accuracy or completeness of the information included therein or the compliance and conformity thereof with the rules and regulations of the SEC or the requirements of Form 1-A, and I express no opinion with respect thereto. My forgoing opinion is strictly limited to matters of Nevada corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than Nevada, as specified herein.

 

I hereby consent to the filing of this opinion as Exhibit 12.1 to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Circular constituting a part of the Offering Statement. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

 

Very truly yours,

 

/s/ John E. Lux

 

John E. Lux