ITEM 8.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ON February 7, 2017, the Company entered into a Settlement and Release Agreement, as well as a Exchange Convertible Promissory Note (collectively “Settlement Documents”), with GHS Investments, LLC (“GHS”), a Nevada limited liability company.
On April 28, 2016, GHS entered into a Debt Assignment Agreement and a Convertible Promissory Note (collectively “Debt Assignment”) with Direct Capital Group, Inc., wherein, GHS purchased Fifteen Thousand Eight Hundred Eighty Six Dollars ($15,886.00) of interest that had accumulated on a Two Hundred Forty Thousand Dollars ($240,000) Note between Direct Capital Group, Inc. and Grid Petroleum Corporation, dating back to June 30, 2015 (Note #6), for consulting services provided by Direct Capital to Grid Petroleum. GHS paid John Fullenkamp, the sole officer of Direct Capital Group, Inc., the purchase price of $15,886.
The Company did not receive any proceeds or compensation from the assignment of the $15,886 to GHS. A Replacement Note (GHS Note #2) was entered into between the Company and GHS; a conversion notice was presented to the Company on May 5, 2016, and GHS converted Nine Thousand Seven Hundred Forty Dollars ($9,740) into 194,800,000 unrestricted common shares. The share price on May 4, 2016, closed at $0.0002; the lowest intra-day trade during the time period set forth in the Replacement Note was $0.0001; and the shares were converted at the price of $0.00005 per share. The remaining principal balance of the GHS Note #2 on May 5, 2016 was $6,146.
The next conversion request of Three Thousand Seven Hundred Dollars ($3,700) by GHS was denied by the Company; on August 7, 2016, the stock price was $0.12, there was an intra-day trade of $0.001 during the time period allowed under the terms of the GHS Note #2, and the request to convert was for 7,400,000 Shares at $0.0005. The Company disputed the conversion, and interest and penalties were applied to the GHS Note #2, increasing the remaining $6,146 of the $15,886 GHS Note #2 to over Five Hundred Thousand Dollars.
Following several months of negotiating, the Company and GHS agreed to reduce the GHS Note #2 to One Hundred Fifty Thousand Dollars ($150,000) convertible at 30% discount to the average VWAP for the 15 trading days preceding the date of the conversion. GHS is prohibited from converting more than Fourteen Thousand Dollars ($14,000) per week and from selling more than Two Thousand Eight Hundred Dollars ($2,800) per day.