Notes to the Consolidated Financial Statements
1.
Nature of Operations and Continuance of Business
OneLife Technologies Corp. (formerly Oculus Inc., the “Company”) was incorporated in the State of Nevada on January 9, 2014. Until April 30, 2017, the Company was in the business of selling and providing services for GPS tracking devices which were to be marketed in the United States, Canada and Europe.
On May 8, 2017, the Company entered into a share exchange agreement (the “Agreement”) with One Media Enterprises Limited (“OME”), a company incorporated in England and Wales, to acquire its business operations. OME is a medical mobile software/data collection company that sells health and smart watches operated through its wholly-owned subsidiary, One Media Partners Inc. (“OMP”), a company incorporated in the State of Delaware. The share exchange was completed on December 4, 2017.
On October 22, 2015, OME entered into an investment agreement with Shenzhen Yinuo Technologies Ltd. (“Yinuo”), a China company, where OME acquired a 50% ownership of all intellectual property developed by Yinuo in exchange for $500,000 which was settled through the issuance of a promissory note. See Note 3.
Going Concern
These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2017, the Company has not recognized any revenue, has a working capital deficit of $1,759,947, and has an accumulated deficit of $1,497,262. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company plans to issue additional equity securities and obtain commercial loans to fund its future operations. However, there is no guarantee that the Company will be successful on obtaining additional fund. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation and Principles of Consolidation
The acquisition of OME and its subsidiary are considered common control transactions. Prior to the acquisition of OME and its subsidiary, both OME and the Company were controlled by Mr. Robert Wagner, the Company’s Chief Executive Officer, beginning on April 21, 2017. When businesses that will be consolidated by the Company, is acquired from Mr. Wagner, the transaction was accounted for as if the transfer had occurred at the beginning of the period of transfer, with prior periods retrospectively adjusted to furnish comparative information. The acquisitions of OME and its subsidiary was a transfer of businesses between entities under common control. Accordingly, the accompanying financial statements and related notes have been retrospectively adjusted to include the historical results and financial position of the acquired entities prior to the effective dates of such acquisitions. The financial information for OME and its subsidiary has been included in the Company’s consolidated financial statements beginning on April 30, 2017 as OME only had nominal activities from April 21, 2017, when Mr. Wagner acquired control of the Company.
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The consolidated financial statements are comprised of the records of the Company and its wholly owned subsidiaries: OME and OMP. All intercompany transactions have been eliminated on consolidation. The assets and liabilities of OME and OMP in these financial statements have been reflected on a historical cost basis because the transfer of OME and OMP to the Company is considered a common control transaction. When the Company acquired OME and OMP, the Company, OME and OMP were under direct control of Mr. Robert Wagner.
On March 16, 2018, the Board of Directors approved changing the Company’s fiscal year from a fiscal year ending on April 30 to a fiscal year ending on December 31, beginning with the period ended December 31, 2017.
F-
6
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
2.
Summary of Significant Accounting Policies (continued)
b)
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the fair value and estimated useful life of intangible assets, deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
d)
Inventory
Inventory is comprised of watches and other products purchased for resell, and is recorded at the lower of cost or net realizable value on a first-in first-out basis. The Company establishes inventory reserves for estimated obsolete and unsaleable inventory equal to the difference between the cost of inventory and the estimated realizable value based upon assumptions about future and market conditions.
e)
Intangible Assets
Intangible assets are stated at cost less accumulated amortization and are comprised of intellectual property developed by Yinuo, a non-related party. Intangible assets are amortized using straight-line method within a useful life of five years.
f)
Long-lived Assets
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
g)
Financial Instruments
The Company maximizes the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A fair value hierarchy was established based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:
F-
7
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
2.
Summary of Significant Accounting Policies (continued)
g)
Financial Instruments (continued)
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, amounts due to and from related parties, loans payable, and convertible debentures. The fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
h)
Revenue Recognition
Revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the goods or service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are paid prior to shipment of the products. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.
i)
Stock-based compensation
The Company recognizes expense for the fair value of all share-based compensation. The Company uses the Black-Scholes option valuation model to estimate the fair value of stock options on the grant date. Compensation cost is amortized on a straight-line basis over the vesting period for each respective award.
j)
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Corporate tax rate changes resulting from the impacts of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) are reflected in deferred tax assets and liabilities as of December 31, 2017 since the Tax Act was enacted in December 2017.
F-
8
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
2.
Summary of Significant Accounting Policies (continued)
k)
Loss per Common Share
Basic Earnings Per Share (“EPS”) is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the period from May 1, 2017 to December 31, 2017, warrants to purchase 200,000 common shares outstanding was not included because their effect was anti-dilutive. For the years ended April 30, 2017 and 2016, the Company had no potentially dilutive common shares outstanding.
l)
Stock Split
The Company’s Board of Directors approved a 2-for-1 forward stock split of the Company’s common stock effective June 13, 2017. Stockholders’ equity and all references to share and per share amounts in the accompanying consolidated financial statements have been retroactively adjusted to reflect the forward stock split for all periods presented
m)
Foreign Currency Transactions
The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in British Pounds. Foreign currency transactions are translated to United States dollars using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.
n)
Common Control Transactions
Business acquired from Mr. Robert Wagner is accounted for as common control transactions whereby the net assets (liabilities) acquired (assumed) are combined with the Company’s at their historical carrying value. Any difference between carrying value and recognized consideration is treated as a capital transaction. Cash received from the acquired entities is presented as an investing activity in our consolidated statement of cash flows.
o)
Recent Accounting Pronouncements
In May 2014, the FASB issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued guidance approving a one-year deferral, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. In March 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net, with the same deferred effective date. In April 2016, the FASB issued guidance to clarify the implementation guidance on identifying performance obligations and the accounting for licenses of intellectual property, with the same deferred effective date. In May 2016, the FASB issued guidance rescinding SEC paragraphs related to revenue recognition, pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force meeting. In May 2016, the FASB also issued guidance to clarify the implementation guidance on assessing collectability, presentation of sales tax, noncash consideration, and contracts and contract modifications at transition, with the same effective date. The Company is finalizing its evaluation of the impact that this guidance will have on its consolidated financial statements. Because the Company does not have existing significant revenue arrangements with unfulfilled performance obligations, management currently believes the impact of adoption will not be material to its consolidated financial statements.
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.
F-
9
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
2.
Summary of Significant Accounting Policies (continued)
p)
Subsequent Events
The Company evaluates subsequent events through the date when financial statements are issued for disclosure consideration.
3.
Acquisition of One Media Enterprises Limited
On May 8, 2017, the Company entered into a share exchange agreement with OME to acquire its business operations. Pursuant to the agreement, the Company acquired 100% of the issued and outstanding common shares of OME in exchange for the issuance of 40,000,000 shares of common stock and 5,000,000 shares of preferred stock of the Company. The agreement was subject to: (i) a name change of the Company to accurately reflect the post transaction of the business (ii) completion of a two-for-one forward split of the Company’s common stock; (iii) an increase in the Company’s authorized shares of common stock from 200,000,000 to 500,000,000 shares; (iv) cancellation of 70,000,000 common shares of the Company; and (v) OME providing the Company with audited financial statements. The transaction closed on December 4, 2017.
The acquisition of OME was considered as transfer of business between entities under common control; and therefore, the assets acquired and liabilities assumed were transferred at historical cost of OME. Because the acquisitions were common control transactions in which the Company acquired a business, the Company’s historical financial statements have been retrospectively adjusted to reflect the results of operations, financial position, and cash flows of OME as if the Company owned OME for all periods presented from the date OME and the Company were under common control, which was assumed to be April 30, 2017. Mr. Robert Wagner gained control of the Company on April 21, 2017. However, OME had nominal activities from April 21, 2017 to April 30, 2017.
4.
Intangible Assets
Intangible assets consisted of the following as of December 31, 2017 and April 30, 2017:
|
|
December 31,
2017
|
|
April 30,
2017
|
|
|
|
|
|
Cost
|
$
|
500,000
|
$
|
500,000
|
Accumulated amortization
|
|
(219,452)
|
|
(152,785)
|
|
|
|
|
|
Intangible assets, net
|
$
|
280,548
|
$
|
347,215
|
5.
Loans Payable
As at December 31, 2017 and April 30, 2017, the Company owed $1,194,800 and $90,830, respectively, of loans payable to various investors for financing of the Company’s operations. The amounts are unsecured, non-interest bearing, and due on demand.
At December 31, 2017, the loans payable of $1,194,800 includes $1,000,000 payable to Angelfish Investments Plc (“Angelfish”), a third party. The amounts owing are secured by the assets of the Company. On December 3, 2017, the Company entered into a termination agreement with Angelfish that resulted in the settlement of $466,044 of notes payable and $241,946 of accrued interest and management fees in exchange for $1,000,000 of new loan payable, 200,000 common shares of the Company (valued at $438,000, See Note 9.) and warrants to purchase 200,000 common shares of the Company. The warrants had a fair value of $411,165. See Note 9. The loan payable bears no interest. $666,667 of the loan is due in 2018 and the remaining is due in 2019. The Company recorded a loss on extinguishment of debt of $1,141,175.
6.
Notes Payable
On March 15, 2015, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $25,000. On March 30, 2017, the loan was amended to increase the principal amount to up to $90,000 and extend the payable date to December 31, 2017. As of December 31, 2017 and April 30, 2017, the outstanding balance of the note was $56,157. This note is currently in default.
F-
10
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
6.
Notes Payable (continued)
On March 15, 2017, the Company entered into a loan agreement in which the note holder agreed to provide a loan to the Company in the principal amount of up to $75,000. The loan is unsecured, bears interest at 8.5% per annum and payable on December 31, 2017. As at December 31, 2017 and April 30, 2017, the outstanding balance of this note was $5,595 and is in default.
Since 2014, the Company issued Angelfish various notes that were due on demand. During the period from May 1, 2017 to December 31, 2017, notes with a total principal amount of $35,729 were issued. On December 3, 2017, all notes payable and related accrued interest were settled. See Note 5. As of December 31, 2017 and April 30, 2017, the outstanding principal payable to Angelfish was $0 and $430,315, respectively.
On December 29, 2015, the Company issued Yinuo a note of $500,000 to acquire intangible assets. The note is unsecured, non-interest bearing, and is due on demand. As of December 31, 2017 and April 30, 2017, the outstanding balance of the note was $500,000.
7.
Convertible Notes
In March 2015, OMP entered into a convertible note agreement of $200,000 with Mr. John Muchnicki. The note was unsecured, and subsequently amended, upon mutual agreement between Mr. Muchnicki and the Company, to become due on demand and non-interest bearing. The notes conversion terms are as follows: (i) outstanding principal of $60,000 is convertible into OMP’s shares representing 5% of OMP (ii) outstanding principal of $140,000 is convertible into OMP’s shares representing 10% of OMP.
In March 2016, OMP entered into a convertible note agreement in the principal amount of $20,000 with a third party. The amount is unsecured, bears interest at 15% per annum, and was due on March 3, 2018. The principal amount and accrued interest would be automatically converted into OMP’s common shares at a rate of 50% of the market price of the OMP’s common shares upon the completion of an initial public offering (“IPO”) of OMP’s common shares or other qualified financing prior to March 3, 2018. OMP did not have an IPO or qualified financing event prior to March 3, 2018. As a result, the note was not converted. The note is currently in default due to nonpayment and continues to accrue interest at 15% per annum.
In August 2016, OMP entered into a convertible note agreement in the principal amount of $10,000 with a third party. The amount is unsecured, bears interest at 30% per annum, and is due on August 12, 2018. The principal amount and accrued interest shall be automatically converted into OMP’s common shares at a rate of 50% of the market price of OMP’s common shares upon the completion of an IPO or other qualified financing.
8.
Related Party Transactions
From May 1, 2017 to December 31, 2017, the Company incurred $19,500 of management fees to the Company’s CEO.
As of April 30, 2016, the Company owed the former President of the Company $1,531 for general and administrative expenditures paid on behalf of the Company. The amount owed was unsecured, non-interest bearing, and had no specified repayment terms. On April 21, 2017, the former President of the Company forgave the loan totaling $1,531 and the Company recorded a gain on forgiveness of debt.
As of December 31, 2017 and April 30, 2017, the Company owed an aggregate of $40,793 and $81,437, respectively, to the CEO and Director of the Company for advances to fund the Company’s operations. From May 1, 2017 to December 31, 2017, the Company received advances of $19,199 and repaid advances in the amount of $59,844. The advances are unsecured, non-interest bearing and due on demand.
As at December 31, 2017 and April 30, 2017, the Company owed an aggregate of $9,630 to companies controlled by a former officer of the Company for advances to fund the Company’s operations. The advances are unsecured, non-interest bearing and due on demand.
F-
11
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
9.
Shareholders’ Equity
On December 4, 2017, the Company cancelled 70,000,000 shares of common stock and issued 5,000,000 shares of preferred stock and 40,000,000 shares of common stock of the Company pursuant to an agreement to acquire OME. See Note 3.
In December 2017, the Company entered into a termination agreement with Angelfish with respect to outstanding payable, see Note 4. As part of the termination agreement, the Company is yet to issue 200,000 common shares with a fair value of $438,000.
10.
Share Purchase Warrants
In December 2017, as part of the termination agreement with Angelfish, the Company issued warrants to purchase 200,000 common shares of the Company. The warrants are exercisable into common shares at $1.00 per share for a period of five years. The fair value of the share purchase warrants was $411,165 calculated using the Black-Scholes option pricing model assuming volatility of 150%, risk free rate of 0.41%, expected life of 5 years, and no expected dividends.
11.
Income Taxes
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. OMP is an English and Wales company, which is subject to a tax rate of 19% for 2017 and a tax rate of 17% from April 1, 2020.
The reconciliation of the provision for income taxes at the United States federal statutory rate in effect for 2017 and the Company’s income tax expense is as follows:
|
|
From May 1
to
December 31,
2017
|
|
Year ended
April 30,
2017
|
|
Year ended
April 30,
2016
|
|
|
|
|
|
|
|
Income tax benefit computed at the statutory rate
|
$
|
478,773
|
$
|
11,345
|
$
|
17,200
|
Foreign tax rate differential
|
|
(61,611)
|
|
–
|
|
–
|
Shares and warrants granted to settle debt
|
|
(297,201)
|
|
–
|
|
–
|
Net operating loss acquired from acquisition
|
|
–
|
|
271,106
|
|
–
|
Tax rate change and others
|
|
(117,225)
|
|
–
|
|
–
|
Change in valuation allowance
|
|
(2,736)
|
|
(282,451)
|
|
(17,200)
|
|
|
|
|
|
|
|
Provision for income taxes
|
$
|
–
|
$
|
–
|
$
|
–
|
Significant components of the Company’s deferred tax assets and liabilities consisted of the following at December 31, 2017 and April 30, 2017:
|
|
December 31,
2017
|
|
April 30,
2017
|
|
|
|
|
|
Net operating losses
|
$
|
330,456
|
$
|
327,720
|
Valuation allowance
|
|
(330,456)
|
|
(327,720)
|
|
|
|
|
|
Net deferred income tax assets
|
$
|
–
|
$
|
–
|
The reduction in the federal tax rate to 21% under the Tax Act, effective on January 1, 2018, resulted in a reduction in the value of the Company’s net deferred tax assets and related valuation allowance of $117,173. The Company had net operating loss carry-forwards of approximately $1.7 million as of December 31, 2017, that may be offset against future taxable income. The carry-forwards will begin to expire in 2033. Use of these carry-forwards may be subject to annual limitations based upon previous significant changes in stock ownership. The Company does not believe that it has any uncertain income tax positions.
F-
12
ONELIFE TECHNOLOGIES CORP.
(Formerly Oculus Inc.)
Notes to the Consolidated Financial Statements
12.
Commitments and contingencies
On December 22, 2017, the Company entered into a stock purchase agreement with Yinuo’s sole shareholder where the Company agreed to issue 40 million common shares and pay $500,000 to acquire all of Yinuo’s outstanding shares. The transaction will close upon the completion of a formal appraisal report for Yinuo’s value and 2-year audited financial statements of Yinuo. The Company will enter into employment agreements with six Yinuo’s mangment and employees and appoint Yinuo’s sole shareholder as a director of the Company upon the closing. Yinuo’s sole shareholder agreed to invest up to $3 million of working capital to Yinuo over 6 months following the closing.
13.
Subsequent Event
In January and February 2018, the Company was advanced an aggregate of $74,000 from two third parties. These advances bear no interest and are due on demand.
On February 27, 2018, the Company issued a convertible note to Power Up Lending Ltd, for $153,000. The note bears interest of 14% and has a maturity date of May 27, 2019. Beginning from August 26, 2018, the note is convertible at a price of 55% of the average 2 lowest trading prices during the 15 trading days prior to the conversion date.
On March 1, 2018, the Company entered into a consulting agreement with Anthony Driscoll where the Company agreed to issue 75,000 fully vested shares to Mr. Driscoll on the date of the agreement and Mr. Driscoll agreed to be the Company’s Chief Marketing Officer. The Company also agreed to issue 5,000 shares per month beginning March 1, 2018 for six months for Mr. Driscoll’s services. The agreement will automatically renew for a 6-month period until termination. The Company also agreed to issue Mr. Driscoll equity securities with a value of 3% of the fund the Company received.
On March 2, 2018, the Company issued 250,000 common shares to Crown Bridge Partners, LLC (“Crown Bridge”) for $5,000 pursuant to a security purchase agreement entered on February 7, 2018. Pursuant to the security purchase agreement, the Company has reserved 22,500,000 common shares for future issuance to Crown Bridge and granted Crown Bridge certain registration rights.
On March 17, 2018, the Company entered into an agreement with National Securities whereby National Securities agreed to provide financial advisory services to the Company for one year. Pursuant to the agreement, the Company paid a $5,000 non-refundable fee and issued 375,000 common shares which had a fair value of $30,000 on the date of issuance. National will be paid a cash fee for a certain percentage of the total amount received by the Company upon sales of the Company's securities. National securities will also receive warrants to purchase 8% of shares of securities issued in a private placement during the term of this agreement.
On March 19, 2018, the Company entered into an agreement with Michael Fuoco Associates, LLC (“MFA”). Pursuant to the agreement, MFA will provide assistance in a general undertaking to obtain financing for the Company over a term of one year. In exchange of the service, the Company agreed to pay a success fee equal to 2% of the net funding the Company receives of which the Company has paid $30,000 for unaccountable expenses which will be netted against the success fee.
On May 6, 2018, the Company issued a convertible loan agreement to Glaser Partners, LLC for $100,000. The loan bears no interest and is due on December 31, 2018. The note is convertible at 75% of the average last 20 days trading price prior to the conversion date or at a mutually agreed price between the Company and Glaser Partners, LLC.
F-
13