ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
December 16, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with Deep Green Waste & Recycling,
Inc. (hereinafter “Deep Green”), a publicly traded entity under the symbol “DGWR.” Under the terms
of the Agreement, the Company is to assist Deep Green in the preparation of its Registration Statement on Form S-1, introduce
the Company to a PCAOB audit firm and introduce potential funding sources. The term of the Agreement is for six months and the
Company is to be paid compensation of $7,500. The Company received its first payment of $5,000 on January 17, 2020.
On
January 13, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Deep Green
Waste & Recycling, Inc. (hereinafter “Deep Green”) wherein Deep Green issued the Company a Convertible
Promissory Note (the “Note”) in the amount of $35,000 ($5,000 OID). The Note has a term of one (1) year (due on January
13, 2021) and bears interest at 8% annually. As part and parcel of the foregoing transaction, the Company was issued a warrant
granting the holder the right to purchase up to 262,500 shares of Deep Green’s common stock at an exercise price of $0.04
for a term of 5-years. As part of the Note, the Company executed a Registration Rights Agreement (the “RRA”) dated
January 13, 2020. Among other things, the RRA provides for Deep Green to file a Registration Statement with the SEC covering
the resale of shares underlying the Note and the warrant and to have declared effective such Registration Statement. In the event
that Deep Green doesn't meet the registration requirements provided for in the RRA, Deep Green is obligated to pay the Company
certain payments for such failures. The transaction closed on January 16, 2020.
In
addition, 6,000,000 shares of Deep Green’s common stock have been reserved at Transfer Online, Deep Green’s transfer
agent, for the Company for possible issuance upon the conversion of the Note into shares of Deep Green’s common stock.
Forward-Looking
Statements and Limitation on Representations
This
Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking
statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,”
“should,” “would” or comparable terminology or by discussions of strategy. While the Company believes
its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results
will not be materially different. Risks and uncertainties that could cause materially different results include, among others,
the Company’s ability to consummate the transaction described above and the Company’s ability to satisfy the conditions
under the Agreement. The Company assumes no duty to update any forward-looking statements other than as required by applicable
law.
The
Agreement, Note and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors
with information regarding the terms of the Agreement and Note, and not to provide shareholders and investors with any other factual
information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations
and warranties in the Agreement and Note or any descriptions thereof as characterizations of the actual state of facts or condition
of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Agreement and Note, which subsequent information may or may not be fully reflected
in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this
Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal
securities laws that would contradict the representations and warranties in the Agreement and Note. The Company will provide additional
disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be
disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the
Agreement and Note and will update such disclosure as required by federal securities laws. Accordingly, the Agreement and Note
should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries
that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements,
registration statements and other documents that the Company files with the SEC.