Item 1.01 - Entry into a Material Definitive
Agreement.
On March 30, 2017, Advanced
Credit Technologies, Inc. (the “Company”) entered into an agreement to provide CyberloQ™ authorization services
to XCELL Security House and Finance S.A (“XCELL”) and its subsidiary Swiss Venture Trust S.A (“SVT”). On
the same date, the Company entered into an equity exchange and revenue participation agreement with XCELL and SVT. (the “Agreements”)
Pursuant to the Agreements,
the Company will use its CyberloQ™ technology to provide transaction authorization services for prepaid bank debit cards
which have been issued to customers of XCELL and/or SVT. The Company will also be implementing its CyberloQ™ technology to
secure the websites of XCELL and SVT. The Company and XCELL/SVT have agreed to split the costs associated with integrating the
CyberloQ™ technology equally.
The Agreements also give
both the Company and SVT multiple revenue streams on a global basis by specifying that SVT shall pay to ACRT twenty-percent (20%)
of all of SVT’s gross global revenues, while the ACRT shall pay SVT twenty-percent (20%) of all of its gross revenues. In
addition, XCELL will receive three-million (3,000,000) shares of ACRT’s common stock, and ACRT shall receive a twenty-percent
(20%) equity interest in Swiss Venture Trust.
Finally, in conjunction
with the Agreements, Lynnwood Farr, President of XCELL shall be appointed to the Board of Directors of ACRT. Likewise, ACRT is
entitled to name one person to the Board of Directors of SVT.
In conjunction with their
new relationship, both the Company and XCELL/SVT intend to work together in the future on digital virtual currency security utilizing
blockchain technology. The Parties are in the pre-development stage of utilizing ACRT’s CyberloQ™ technology as an
integral component of XCELL/SVT’s future digital virtual currency transactional platform.
These Agreements, and the
Company’s relationship with Mr. Farr and XCELL, will give ACRT a global presence, and provide a vehicle for the Company’s
CyberloQ™ technology to be brought to the E.U. as well as Switzerland, China, Africa, and a host of other countries that
Mr. Farr has established relationships with over his many years in the financial business community. Working together, ACRT and
XCELL/SVT intend to position CyberloQ™ as the premier security technology for electronic and digital transactions globally.
The initial integration and setup process contemplated by the Agreements is estimated to be complete by the end of July 2017.
Item 5.02(d) - Election of Directors
On March 30, 2017, a majority
of the voting securities of the Company approved by written consent the expansion of the Company’s board of directors to
three (3) seats, and the election of Lynnwood Farr as a director of the Company. Mr. Farr will not receive any compensation at
this time for serving as a director of the Company. Further, Mr. Farr will not serve on any committees at this time. In addition,
Mr. Farr does not have any family relationships with any other director or officer of the Company. Finally, there are no transactions
in which the directors have an interest requiring disclosure under Item 404(a) of Regulation S-K.
Mr. Farr brings a long
and distinguished business acumen to the Company’s Board of Directors, and has been a leader in multiple industries over
his Professional Profile. Starting with General Dynamics Corporation Fort Worth, Texas as head of security in the mid 1960’s,
Mr. Farr advanced himself up the ladder of command to CEO of General Dynamics of Canada by the 1980’s in the field of Aerospace
and Submarine Manufacturing. Mr. Farr also directed Vickers Shipbuilding in Quebec, Canada, where he served as CEO and had oversight
responsibility for the building of multi-million dollar submarine components for the USA and Canadian Navies from the start to
finish of the procurement cycles. His attention to detail has always been a big part of his success, and he received the highest
of military security clearances during his tenures with General Dynamics and Vickers Shipbuilding. More recently, Mr. Farr has
been issued a patent on his personal invention of a firearm safety device which is being offered for sale in the United States.
Finally, Mr. Farr founded XCELL in Switzerland in 2007 and has served as its President since that time. He is also the current
President and CEO of SVT in Switzerland as well.