Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 10, 2023

METAVESCO, INC.

(Exact name of registrant as specified in its charter)

Nevada	811-08387	54-1694665
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

410 Peachtree Pkwy, Suite 4245
Cumming, GA		30041
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (678) 341-5898

(Former name or former address, if changed since last report.)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Restore Franchise Group, LLC, Loan Agreement

On July 10, 2023, Metavesco, Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Restore Franchise Group, LLC (the “Lender”), a limited liability company, duly organized, in good standing and existing under the laws of the state of Georgia. The Lender is wholly owned by Ryan Schadel, the Chief Executive Officer, sole director and majority stockholder of the Company.

According to the terms of the Loan Agreement, (i) the Lender promises to loan thirty thousand dollars USD ($30,000) to the Company and the Company promises to repay this principal amount to the Lender, with interest payable on the unpaid principal at the rate of 3% per annum, compounded yearly; (ii) the thirty thousand dollars USD ($30,000) will be repaid in full within 1 year from the execution of the Loan Agreement, or July 10, 2024; (iii) in the event the Company defaults on the performance its obligations under the Loan Agreement, the Lender may declare the principal amount then owed under Loan Agreement at the time of default to be immediately due and payable; (iv) the Loan Agreement is governed by the laws of the State of Nevada; (iiv) all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred for the enforcement of the Loan Agreement as a result of any default by the Company, shall be added to the principal then outstanding and will immediately be paid by the Company.

The foregoing descriptions of the Loan Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1, and to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Loan Agreement is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description

10.1		Loan Agreement, dated as of July 10, 2023, by and between Metavesco, Inc. and Restore Franchise Group, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Date: July 12, 2023	METAVESCO, INC.

	By:	/s/ Ryan Schadel
		RYAN SCHADEL
		Chief Executive Officer Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

LOAN AGREEMENT

THIS LOAN AGREEMENT ( the “Agreement”) dated this 10^th day of July, 2023

BETWEEN:

Restore Franchise Group, LLC, a Georgia LLC owned by Ryan Schadel (the “Lender”)

And

Metavesco, Inc., a Nevada Corporation located at 410 Peachtree Pkwy, Suite 4245, Cumming, GA 30041 (the “Corporation”)

BACKGROUND:

	A.	The Corporation is duly incorporated in the State of Nevada.

	B.	The Lender is owned by the Corporation’s CEO and agrees to loan certain monies (the “Loan”) to the Corporation.

IN CONSIDERATION OF the Lender providing the Loan to the Corporation, and the Corporation repaying the Loan to Lender, both parties agree to keep, perform, and fulfill the promises, conditions and agreements below:

Loan Amount & Interest

The Lender promises to loan thirty thousand dollars USD ($30,000) to the Corporation and the Corporation promises to repay this principal amount to the Lender, at such address as may be provided in writing, with interest payable on the unpaid principal at the rate of 3% per annum, compounded yearly.

Payment

The Loan will be repaid in full within 1 year from the execution of this Agreement.

Default

Notwithstanding anything to the contrary in this Agreement, if the Corporation defaults in the performance of any obligation under this Agreement, then the Lender may declare the principal amount owing under this Agreement at that time to be immediately due and payable.

Governing Law

This Agreement is governed by the laws of the State of Nevada.

Costs

All costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by enforcing this Agreement as a result of any default by the Corporation, will be added to the principal then outstanding and will immediately be paid by the Corporation.

Assignment

This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Corporation. The Corporation waives presentment for payment, notice of non-payment, protest, and notice of protest.

Amendments

This Agreement may only be amended or modified by written instrument executed by both the Corporation and Lender.

Severability

The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

Metavesco, Inc.

/s/ Ryan Schadel - President and CEO

Restore Franchise Group, LLC

/s/ Ryan Schadel – Managing Member

Cover	Jul. 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 10, 2023
Entity File Number	811-08387
Entity Registrant Name	METAVESCO, INC.
Entity Central Index Key	0000924095
Entity Tax Identification Number	54-1694665
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	410 Peachtree Pkwy
Entity Address, Address Line Two	Suite 4245
Entity Address, City or Town	Cumming
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30041
City Area Code	(678)
Local Phone Number	341-5898
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false