Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On May 4, 2017, Teller Financial, LLC, a Colorado limited liability company (“
Teller
”“) and Richard C. Weiner, entered into a Stock Purchase Agreement, dated May 4, 2017 (the “
Purchase Agreement
”). Mr. Larry J. Sherman has voting and dispositive control of Teller.
Pursuant to the Purchase Agreement, Mr. Weiner purchased an aggregate of seven million (7,000,000) shares (the “
Shares
”), of common stock, par value $0.001 per share (the “
Common Stock
”), of Global Quest, Ltd., a Nevada corporation (the “
Company
”), representing approximately 69.65% of the issued and outstanding shares of Common Stock of the Company, held by Teller for $7,700.00 (the “Purchase Price”) and payable by the assumption by Mr. Weiner of Teller’s obligations under two secured promissory notes, dated April 12, 2017 (the “
Notes
”), owing to Shim Kyoung Hwa and Shin Dong Hyun (former officers and directors of the Company), each in the amount of $3,850 and maturing on October 12, 2017 ( the “
Due Date
”). Both Notes are non-interest bearing;
provided, however
, any unpaid portion of the Notes outstanding after the Due Date shall bear at the rate of ten percent (10%) per annum (the “
Transaction
”). The obligations under the Notes are secured by the Shares pursuant to a Stock Pledge Agreement, dated May 4, 2017 (the “
Stock Pledge Agreement
”), between Weiner and each of Shim Kyoung Hwa and Shin Dong Hyun.
The Purchase Agreement and Stock Pledge Agreements are filed as exhibits to this Form 8-K and are incorporated by reference herein.
Distribution Agreement
On May 5, 2017, Camino Products, LLC, a Delaware limited liability company (“
Camino
”), and Global Quest Nutrients, LLC f/k/a Carepoint Nutrients, LLC (“
GQN
”), a Colorado limited liability company and wholly-owned subsidiary of the Company, entered into that certain Distribution Agreement, dated April 12, 2017 (the “
Agreement
”), pursuant to which Camino appointed GQN as the exclusive distributor of Camino’s Pain Relief and Sleep PM products (the
“Products
”) throughout the United States (the “
Territory
”).
The term of the Agreement commences on April 12, 2017 and is effective until April 11, 2018 and extends for successive one year terms unless either party notifies the other of its election not to so renew within 60 days before the expiration of the original or renewal term.
GQN and Camino have agreed to establish a minimum order level for the next 12 months on a quarterly basis (“
Minimum Order Level
”). Pursuant to the Agreement, GQN shall have the right to appoint sub-distributors within the Territory to sell and distribute the Products, subject to notification to and approval by Camino. Camino has agreed to sell to GQN for consideration, a national exclusive distributorship covering the entire United States in consideration for $20,000, payable within 30 days from the execution of the Agreement and subject to minimum sales quotas included in this Agreement. During the term of the Agreement, GQN shall not either, directly or indirectly, develop, produce, promote or distribute products or technology that are similar or competitive to the Products.
The Agreement may be terminated by either party if other party becomes insolvent or bankrupt, or admit in writing its inability to pay its debt, or make an assignment for the benefit its creditors or cease to function as a going concern, declares bankruptcy or does not cure a breach for thirty days after notification. Camino may terminate the Agreement if GQN fails to order a to order a dollar amount of Products equal to 75% or greater of the Minimum Order Level for any six-month period during the term of the Agreement and does not cure such default by purchasing a sufficient number of Products in the next succeeding six-month period.
A copy the Distribution Agreement is filed as an exhibit to this Form 8-K and is incorporated by reference herein.