Item
1.01 Entry into a Material Definitive Agreement
On
December 19, 2017 we entered into an Employment Services Agreement (the “Blair Agreement”) with Robert A. Blair pursuant
to which Mr. Blair is serving as our Chief Executive Officer and a Director. The Blair Agreement has a two-year term and is subject
to automatic renewal for successive periods of one year unless either we or Mr. Blair gives the other written notice of intention
to not renew at least 30 days prior to the end of the existing term. The Blair Agreement provides for a base annual salary of
$150,000, a one-year severance period in the event the Blair Agreement is terminated by us without cause or by Mr. Blair for good
reason, and the issuance of 2,000,000 shares of our common stock to Mr. Blair. Mr. Blair’s base salary payments are payable
in bi-weekly installments. In the event any salary payments are not made within 30 days of the due date, they will accrue interest
at the rate of 10% per annum and Mr. Blair will have the right, in his sole discretion, to convert such payments, in whole or
in part, into shares of our common stock at 50% of the value weighted average price for our common stock during the 20 trading
days immediately preceding the date on which we are provided with a Notice of Conversion. The Blair Agreement requires us to approve
a 2018 Equity Incentive Plan within 120 days of the effective date of the Blair Agreement from which stock options or other equity
incentive securities may be issued to Mr. Blair, our other employees and our advisors and consultants. The Blair Agreement contains
customary termination provisions including terminations with or without cause, for good reason or voluntarily, non-competition
and non-solicitation provisions, and an inventions and patents provision which provides that all of the work produced by Mr. Blair,
which is created, designed, conceived or developed by Mr. Blair in the course of his employment under the Blair Agreement belongs
to us.
On
December 19, 2017 we entered into an Employment Services Agreement (the “Neal Agreement”) with Brian Neal, to be effective
as of January 1, 2018, pursuant to which Mr. Neal will serve as our President. The Neal Agreement has a two-year term and is subject
to automatic renewal for successive periods of one year unless either we or Mr. Neal gives the other written notice of intention
to not renew at least 30 days prior to the end of the existing term. The Neal Agreement provides for a base annual salary of $24,000,
a one-year severance period in the event the Neal Agreement is terminated by us without cause of by Mr. Neal for good reason,
and the issuance of 50,500,000 shares of our common stock to Mr. Neal. Mr. Neal’s base salary payments are payable in bi-weekly
installments. In the event any salary payments are not made within 30 days of the due date, they will accrue interest at the rate
10% per annum and Mr. Neal will have the right in his sole discretion, to convert such payments, in whole or in part, into shares
of our common stock at 50% of the value weighted average price for our conversion stock during the 20 trading days immediately
preceding the date or when we are provided with a Notice of Conversion. The Neal Agreement requires us to approve a 2018 Equity
Incentive Plan within 120 days of the execution date of the Neal Agreement from which stock options or other equity incentive
securities may be issued to Mr. Neal, our other employees and our advisors and consultants. We have also agreed to create a class
of voting preferred stock within 120 days from the execution date of the Neal Agreement and to issue 50% of the shares of such
class to Mr. Neal. The Neal Agreement contains customary termination provisions including terminations with or without cause,
for good reason or voluntarily, non-competition and non-solicitation provisions, and an inventions and patents provision which
provides that all of the work produced by Mr. Neal, which is created, designed, conceived or developed by Mr. Blair in the course
of his employment under the Neal Agreement belongs to us.
Mr.
Blair’s and Mr. Neal’s employment by us is part of a corporate restructuring in which Robert Gayman resigned as our
President and Chief Executive Officer effective December 19, 2017 and continues to serve as a director in the position of Chairman
of the Board and as an Executive Management Consultant and pursuant to which we have determined to shift our primary business
focus to the creation and furtherance of an LGBT Media Network dedicated to the lifestyles of the LGBTQ community. Effective December
19, 2017 Howard Fuller resigned as a Director. His resignation was not the result of any disagreements with us on any matters
related to our operations, policies or procedures or otherwise. We believe the LGBTQ audience is presently fragmented across mainstream,
social networking and LGBTQ websites, as well as mobile apps. We intend to aggregate the LGBTQ audience through a powerful marketing
platform which will help advertisers reach their target audience across popular media websites and mobile apps.
On
December 19, 2017 we entered into a two-year Executive Management Consulting Agreement with Robert Gayman (the “Gayman
Agreement”) pursuant to which Mr. Gayman is providing advice and assistance to our management in the areas of corporate
development, financing, marketing and public company guidance. The Gayman Agreement is subject to automatic renewal for
successive periods of one year unless either we or Mr. Gayman gives the other written notice of intention to not renew at
least 30 days prior to the end of the existing term. The Gayman Agreement provides for cash payments to Mr. Gayman at the
rate of $150,000 per year, payable in bi-weekly installments, and the issuance of 4,946,688 stock options, subject to
immediate vesting, with a term of five years and an exercise price of $0.01 per share. In the event any cash payments are not
made within 30 days of their due date, they will accrue interest at the rate of 10% per annum and Mr. Gayman will have the
right, in his sole discretion, to convert such payments, in whole or in part, into shares of our common stock at 50% of the
value weighted average price for our common stock during the 20 trading days immediately preceding the date on which we are
provided with a Notice of Conversion. We have also agreed to create a class of voting preferred stock within 120 days of the
date of the Gayman Agreement and to issue 50% of the shares of such class to Mr. Gayman. The Gayman Agreement contains
non-competition and non-solicitation provisions, and an invention and patents provision which provides that all of the work
produced by Mr. Gayman, which is created, designed, conceived or developed by Mr. Gayman in the course of his engagement
under the Gayman Agreement belongs to us.
Robert
A. Blair brings to us a rich history in professional tennis, sports management and directing digital media platforms. His vision
and passion coupled with an impressive portfolio of business success is leading us in an exciting new direction for revenue and
growth in the LGBTQ Digital Media Marketplace. His skill in developing and delivering cutting edge marketing techniques and his
passion for serving the community in the highly desired LGBTQ marketspace is expected to enable us to become a global leader in
this market.
Brian
Neal owned and operated personal training studios and gyms successfully in Atlanta, Georgia and Fort Lauderdale, Florida as a
premier LGBTQ fitness leader and instructor. Mr. Neal founded a 501-c3 Fitness & Health Foundation to support LGBTQ community
members suffering with HIV/AIDS by providing complimentary gym memberships, personal trainers, nutrition classes, yoga classes
and life coaching to ensure these community members could fight HIV/AIDS with a healthy lifestyle and a support group that would
encourage and support their efforts. In 2007, Mr. Neal co-founded Multimedia Platforms, Inc. which became one of the largest LGBTQ
media companies in the United States. Mr. Neal brings nearly 15 years of working within the LGBTQ community and is recognized
as a pioneer in the LGBTQ digital sector. Mr. Neal is 38 years old and resides in Los Angeles, CA with his life partner of 15
years.