Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: July 27, 2017
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MJ BIOTECH, INC
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By:
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/s/
Maxine Pierson
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Maxine Pierson
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Chief Executive Officer
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Exhibit 99.01
THIS BINDING LETTER OF AGREEMENT (the
“
Letter
”
) made
as of the
_26__
day of July 2017 (the
“
Execution Date
”
), BETWEEN:
“
Buyer
”
MJ BIOTECH, INC
760 Route 10 West,
Suite
203
Whippany
,
New Jersey
07981
AND
“
Seller
”
ZEN HERO INC.
11938 Washington Blvd.
,
Santa Fe Springs
,
California
90606
BACKGROUND:
a.
The Seller is the owner of a business that is available for sale.
b.
The
Buyer
wishes to purchase the business from the Seller.
This Letter will establish the basic terms and conditions of said Agreement. Information contained in this Letter are not comprehensive and it is expected by the Parties that additional terms may be added, amplified upon, and existing terms may be either changed or deleted or amended. The basic terms are as follows:
BINDING
1.
This Letter creates a Binding Agreement between the Purchaser and the Seller and will be enforceable and subject to the terms and conditions set forth in this Agreement. The terms and conditions of this binding business purchase agreement supersede any previous terms and conditions of any prior negotiations or representations which may, or may not be contained in this Letter. The Seller and the Purchaser are prevented from entering negotiations with other third parties regarding the subject matter of this Letter during the term of this Agreement.
The term of this Agreement will be effective from the date of both Parties signing the Agreement and until 90 Working days after the Audit on Zen Hero is completed.
TRANSACTION DESCRIPTION
2.
The business ZEN HERO INC. (the
“
Business
”
) that is the subject of this Letter is located at:
11938 Washington Blvd.
,
Santa Fe Springs
,
California
90606
.
The Business is a formulator of Organic Teas for sale to the public and other businesses.
TERMS AND CONDITIONS:
PURCHASE PRICE
3.
The Purchaser will pay to the Seller the amount of
$750,000
USD, stock and employment agreement as follows:
a. Seller will be paid
$400,000
in cash,
$100,000
worth of Common shares, based upon 50% of the bid price per share of a 30-day average, and
500,000
Preferred C shares upon Closing. Closing will be on or before 90 days after audited financials are completed for ZEN with additional performance increments as follows, all on or before the 3-year anniversary date of closing.
b. When Zen
’
s reaches
$200,000
in monthly sales an additional
$75,000
will be paid to
Management.
a.
When Zen
’
s reaches
$300,000
in monthly sales an additional
$75,000
will be paid to Management.
b.
When Zen
’
s reaches
$400,000
in monthly sales an additional
$100,000
will be paid to M
anagement
.
c.
When Zen
’
s reaches
$500,000
in monthly sales an additional
$100,000
will be paid to M
anagement
.
d.
Employment agreement with current Management with escalator clauses as follows: when Zen reaches
$150,000
a month in gross sales, their salary
increases
to
$4,000: $200,000
a month in sales
$5,000
a month in salary:
$250,000
a month in sales final salary increment
al ra
ise
will be
to
$6,000
a month
COST OF TRANSACTION:
Buyer agrees to
pay for the audit and
will prepare all document forms at their cost
,
for Sellers review
at their cost
.
TIME FRAME
This transaction is to be completed within 90 Working days or sooner from the date the Audit is of ZEN HERO INC. is completed.
REPRESENTATIONS
1.
The Seller represents and warrants that the Business has encumbrances in the Maximum amount of
$220,000
with others that will not be satisfied out of the sales proceeds. If the representations
of the Seller are not true prior to the Closing Date, the
Buyer
may rescind the whole agreement and or, terminate or modify any of the future agreements contained herein without penalty.
The Purchase is subject to the satisfactory completion of due diligence by the
Buyer.
This Binding Letter of Agreement reflects the understanding between the Seller and the Purchas
er, signed on this the _
26
___
of July 2017
.
BUYER
:
SELLER:
MJ BIOTECH, INC
ZEN HERO INC.
Signed By
__/s/Maxine Pierson
Signed By
/s/Fernando Lopez
_____
Print Name: Maxine Pierson CEO
Print Name: Fernando Lopez CEO