AN
OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY
MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION
OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL
OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.
Amendment
No. 1
to
Offering
Circular Dated: 06/01/2024
Megola,
Inc.
Maximum
Total Offering $10,000,000
Up to $10,000,000 of Offering Amount Available in
Original Issuance Common Shares (400,000,000 Common Shares)
Megola,
Inc. (the “Company”) is offering the following securities on a “best efforts” basis:
| • | 400,000,000 shares
of common stock originally issued by the Company |
All
of the securities made available in this Offering shall be called the Offering Securities.” Since there is no minimum amount of
securities that must be purchased, all investor funds will be available to the company upon commencement of this Offering and no investor
funds will be returned if an insufficient number of securities are sold to cover the expenses of this Offering and provide net proceeds
to the company.
The
minimum purchase requirement per investor is $1,000; however, the Company can waive the minimum requirement on a case-by-case basis
in its sole discretion. The Company expects to commence the sale of the Offered Securities as of the date on which the Offering Statement
(“Offering Statement”) of which this Offering Circular is a part, is qualified by the United States Securities and Exchange
Commission (the “SEC”). Securities are reasonably expected to be sold within two years of the SEC’s qualification date.”
As of the date of this Offering Circular, the majority of equity in the company is held by a relatively small group of people and entities.
Affiliated entities, managers, officers, and/or directors hold 100,000 Series D Preferred Shares of the company pre-offering, which is
convertible into 1,000,000,000 shares of the Company's common stock. Additionally, the Company has issued 1 share of 2018 Special Series
A Preferred Stock, which carries the right to 51% voting control of the Company.
At
the time of this Offering, the Company’s stock trades under the symbol MGON on the OTC market.
A
maximum of $10,000,000 of Offered Securities will be offered worldwide. No sales of Offered Securities will be made anywhere
in the world prior to the qualification of the Offering Statement by the SEC in the United States. All Offered Securities will be initially
offered in the jurisdiction at the same U.S. dollar price that is set forth in this Offering Circular.
| | |
Price to Public | |
Underwriting Discount and Commissions (1) | |
Proceeds to Issuer | |
Proceeds to Other Persons |
| | Per Common Share | | |
$ | .025 | | |
$ | 0.00 | | |
$ | 0.025 | | |
$ | 0.00 | |
(1)
We are not currently using commissioned sales agents or underwriters.
These
are speculative securities. Investing in our securities involves significant risks. You should purchase these securities only if you
can afford a complete loss of your investment. See “Risk Factors” beginning on page 6.
The
SEC does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon
the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption
from registration with the SEC; however, the SEC has not made an independent determination that the securities offered are exempt from
registration.
TABLE
OF CONTENTS
THIS
OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN
AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY
AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,”
“BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING
STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE
ON WHICH THEY ARE MADE.
OFFERING
CIRCULAR SUMMARY
The
following summary highlights selected information contained in this Offering Circular. This summary does not contain all the information
that may be important to you. You should read this entire Offering Circular carefully, including the sections titled “Risk Factors”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial
statement and the related notes included elsewhere in this Offering Circular, before making an investment decision. Unless the context
otherwise requires, the terms “Megola, Inc.”, “the Company,” “we,” “us” and “our”
in this Offering Circular refer to Megola, Inc.
OUR
COMPANY
Megola,
Inc. is incorporated in Nevada, with R&D in Seattle and corporate headquarters in Florida. The Company is focused on developing
and commercializing its portfolio of intellectual property related to consumer and industrial products. The Company plans to manufacture,
market and sell its products on an international scale.
THE OFFERING
| Issuer: | |
Megola, Inc. |
| Securities Offered: | |
Investors in this Offering will have the opportunity to purchase 400,000,000 shares of common stock originally issued by the Company. |
Common Stock Outstanding
Before the Offering:
| |
291,876,881 Common Shares |
Common Stock Outstanding After the Offering:
| |
691,876,881 Common Shares |
Minimum number of Securities
to be sold in this Offering:
| |
No minimum number of securities to be sold in this offering |
| Market for the Common Securities: | |
The Company’s stock currently trades under the symbol MGON on OTC. |
Term of Offering:
| |
The Company is offering its securities directly to the public on a best-efforts basis |
| Use of proceeds: | |
Proceeds from the sales of Common Stock included in this Offering will be used as set forth below:
This offering is a pivotal step in our strategic plan, designed to enhance various facets of our business.
We plan to allocate funds into each of the categories listed below.
Product Development: $1,100,000
Regulatory Registrations: $920,000
Manufacturing Scale-Up: $300,000
Build-out of Lab Facilities: $250,000
Intellectual Property Protection: $300,000
Marketing: $930,000
Human Resources: $1,500,000
Corporate Expenses: $700,000
Share Buy-Backs: $3,000,000
Working Capital: $1,000,000
|
Risk factors:
| |
Investing in our securities involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this Offering Circular. |
RISK FACTORS
An
investment in our securities involves a high degree of risk and many uncertainties. You should carefully consider the specific factors
listed below, together with the cautionary statement that follows this section and the other information included in this Offering Circular,
before purchasing our securities in this offering. The risks and uncertainties described below are not the only ones that we face. Additional
risks and uncertainties that we are unaware of may also become important factors that adversely affect our business. If one or more of
the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the
trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of
what we consider the key challenges and material risks to our business and an investment in our securities.
We may not successfully execute our business plan to generate revenue and create a sustainable growth
trajectory
We have not generated significant revenues to date. Our ability to generate revenue and grow our revenue
will depend, in part, on our ability to execute on our business plan, and expand our client base and business model in a timely manner.
We may fail to do so. A variety of factors outside of our control could affect our ability to generate revenue and our revenue growth.
We may encounter unanticipated obstacles in the execution of our business plan
The Company’s business plans may change significantly. Many of the Company’s potential business
endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s
chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge
of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s
stated strategies depending on future events.
We may experience quarterly fluctuations in our operating results due to a number of factors which make
our future results difficult to predict and could cause our operating results to fall below expectations
Our quarterly operating results may fluctuate due to a variety of factors, many of which are outside of
our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Factors that may affect
our quarterly results include but not limited to: operating costs, our ability to hire, train and retain key personnel, developing new
products/services and expanding new market. Based upon all the factors described above, we have a limited ability to forecast our future
revenue, costs and expenses, and as a result, our operating results may fall below our estimates from time to time.
Our operation depends significantly on key personnel and management
The Company’s success will be particularly dependent upon our executive management. Our dependence
upon key personnel to operate our business puts us at risk of a loss of expertise if they leave us. If we are not able to retain the
existing highly qualified management, we may not be able to successfully execute our business strategy. Effective management of targeted
growth shall require expanding the company’s management and financial controls, hiring additional appropriate personnel.
We
may continue to be controlled by a small number of securities holders with interests that differ from other securities holders
As of the date of this Offering Circular, the majority of equity in the company is held by a relatively
small group of people and entities. Affiliated entities, managers, officers, and/or directors hold 100,000 Series D Preferred Shares
of the company pre-offering, which is convertible into 1,000,000,000 shares of the Company's common stock. Additionally, the Company
has issued 1 share of 2018 Special Series A Preferred Stock, which carries the right to 51% voting control of the Company. Therefore,
the current affiliated entities, managers, officers and/or directors, by nature of their ownership, now and potentially in the future
could be in a position to control Megola’s business and affairs including certain significant corporate actions. Their interests
may differ from the interests of other shareholders.
We will likely face significant competition
We will compete with other large well-established companies with greater financial resources and well-established
marketing and sales teams to promote business and drive sales. With technology and compliance costs on the rise, running any type of
business similar to ours is very costly. The competition may prevent the Company from effectively becoming engaged in certain markets.
Market risks and general economic conditions might cause significant risks and uncertainties
The financial success of the Company may be sensitive to adverse changes in general economic conditions
in the United States, such as recession, inflation, unemployment, and interest rates. The management believes that certain catalysts
such as economic slowdowns, uncertain energy prices, and/or accelerating inflation could hurt the Company’s prospects. A global
economic slowdown will create further obstacles for our Company.
We may not raise sufficient funds to execute our business model
If the gross offering proceeds of $10,000,000 is realized, the Company believes that such proceeds
will capitalize and sustain the Company sufficiently to allow for the implementation of the Company’s business plans. If only a
fraction of this Offering is sold, or if certain assumptions contained in management’s business plans prove to be incorrect, the
Company may have inadequate funds to fully develop its business and may need additional financing or other capital investment to fully
implement the Company’s business plans.
We may encounter risks associated with our expansion
As we expand, we will likely need to reconstruct our financial allocations, and potentially divert funds
from our core business. Any errors or lapses in this process could adversely affect our position in the market. All of the risks associated
with the expansion of operations may be have an adverse effect on the company’s present and prospective business activities.
Compliance with current and future regulations could affect our business
Our industry is subject to a vast array of rules and regulations from a wide variety of regulatory agencies,
and they apply not only to the Company but also the companies with which we do business. Failure to comply with applicable laws and regulations
could harm our business and financial results. In addition to potential damage to our reputation and our clients’ confidence, failure
to comply with the various laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted
or applied, may result in civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements
of our financial statements. Additionally, future changes to laws or regulations, or the cost of complying with such laws, regulations
or requirements, could also adversely affect our business and results of operations.
We may encounter certain risks associated with website security
Protection of customers’ information is a key responsibility of the Company. We have been dedicated
to constantly improving our website security to address the protection of our customers’ information and records. This includes
protecting against any possible threats or hazards to the security as well as against any unauthorized access to our customers’
information. Any breach in the Company’s website security, whether international or unintentional, could cause our customers to
lose their confidence in our website and hurt our company’s reputation. Additionally, breaches of our users’ personal information
could lead to regulatory fines for noncompliance or even possible lawsuit.
As we do not have an escrow or trust account with this subscription, if we file for or are forced into
bankruptcy protection, investors will lose their entire investment.
Invested
funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy
laws. As such, you will lose your investment and your funds will be used to pay creditors.
There is limited liquidity in the public market for our securities
Our shares currently trade in the Over The Counter Market and not on a major exchange. As a result, there
is limited liquidity in the second market for our shares. At any time, there may cease to be any buyers for our shares in the second
market. It can be difficult for prospective purchasers of our shares to invest in the second market due to broker dealer restrictions
and investor suitability requirements. Our goal is to eventually qualify to have our shares traded on the NYSE or NASDAQ, but there can
be no guarantee of this occurring.
In the event that our shares remain publicly traded, our shares may trade under $5.00 per share, and thus will be considered a penny
stock. Trading penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.
The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock”
to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations,
our Common Stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales
practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities.
In addition, the broker/dealer must receive the purchaser’s written consent to the transaction prior to the purchase. The broker/dealer
must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability
of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our Common Stock to resell them.
These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb
the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently,
the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.
We have established no minimum offering of our securities
Because there is no minimum offering of our securities, purchasers in this offering may be one of a few
to purchase our securities and management’s plans for the offering proceeds may not be met in which case the purchasers may lose
their entire investment.
We do not anticipate paying dividends in the foreseeable future, so there will be less ways in which
you can make a gain on any investment in the Company
We do not intend to pay any dividends for the foreseeable future. Further, to the extent that we may require
additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because
we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our Common Stock.
We expect to encounter specific industry risks
These risks can be summarized as set forth below.
Health and safety risks: These risks are related to the manufacturing and use of our products. The products that we develop
may be hazardous if not handled properly.
Regulatory compliance risks: These risks may result in financial liability to our Company if we are unable to keep up with regulatory
changes.
Market Acceptance Risks: These risks may cause financial loss to our Company if the public fails to be willing to use the products we
develop due to concerns over how they are produced.
Material Dependency Risks: We are risk of being unable to produce our products if certain raw materials become too difficult to source.
We expect to encounter specific risks related to our position in the market
Specifically, the risks we expect to encounter as a result of our position include capital and funding risks,
operational risks, and technology risks.
Capital and Funding Risks: We currently rely on external funding for growth. If we are unable to continue to raise funds, we may not
be able to continue as a going concern.
Operational Risks: We may not be able to scale operations, manage costs, and develop a customer base as we expect due to changing market
conditions. If we are not able to meet our targeted milestones as planned, we will need to raise additional capital and run the risk
of not being able to continue operations.
Competitive
Landscape Risks: We will face intense competition from larger, more established companies with greater resources. As a result, it may
be difficult to capture market share.
Technological Risks: We are at risk of not being able to develop products that are as technologically advances as other larger companies
that have greater resources. As a result, our products could become obsolete quickly after development.
DILUTION
The
price of the current offering is set as follows:
| • | $0.025 per
Share of common stock for common stock to be originally issued by the Company |
If
you invest in our securities, your interest will be diluted.
Dilution represents the difference between the offering price and the net tangible book value per Common Share immediately
after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible
assets from total assets. Dilution arises mainly as a result of the Company’s arbitrary determination of the offering price of
the Common Shares being offered. Dilution of the value of the securities you purchase is also a result of the lower book
value of the Common Shares held by our existing securities holders.
Megola has 291,876,881
Common Shares outstanding as of 12/31/2023. The following table demonstrates the dilution that new investors will experience
relative to the company’s net tangible book value of $-237,677 based on 291,876,881 Common Shares as of 04/01/2024.
The
table represents three scenarios: $2,500,000 raised from this offering, $5,000,000 raised from this offering and
a fully subscribed $10,000,000 raised from this offering. This table assumes that in each scenario the same percentage of securities
being made available directly from the issuer as those securities being offered by existing securities holders are sold relative to the
overall number of securities being made available in each of these respective groups.
Dilution
Per Share
| | |
If 25% of
Securities Sold | |
If 50% of
Securities Sold | |
If 100% of
Securities Sold |
| Average Price Per Newly Issued Common Share in this Offering | |
$ | .025 | | |
$ | .025 | | |
$ | .025 | |
| Net Tangible Book Value Per Common Share 12/31/2023 | |
$ | -0.00081 | | |
$ | -0.00081 | | |
$ | -0.00081 | |
| Net Tangible Book Value After Giving Effect to the Offering | |
$ | 0.01411 | | |
$ | 0.01227 | | |
$ | 0.00968 | |
| Proceeds Total | |
$ | 10,000,000 | | |
$ | 7,500,000 | | |
$ | 5,000,000 | |
| Current Issued and Outstanding Shares | |
| 291,976,881 | | |
| 291,976,881 | | |
| 291,976,881 | |
| Total Shares Post Offering | |
| 691,876,881 | | |
| 591,876,881 | | |
| 376,876,881 | |
| Total Book Value Post Offering | |
$ | 9,762,323 | | |
$ | 7,262,323 | | |
$ | 4,762,323 | |
| Increase (Decrease) in Book Value Per Common Share | |
$ | 0.01492 | | |
$ | 0.01308 | | |
$ | 0.01050 | |
| Dilution Per Common Share to New Investors | |
$ | 0.011 | | |
$ | -0.013 | | |
$ | -0.015 | |
| Dilution Per Common Share by Percentage | |
| 44 | % | |
| 51 | % | |
| 61 | % |
The following table summarizes the difference between the existing securities holders and the new investors with respect to the number
of Common Shares of common stock purchased, the total consideration paid, and the average price per share paid, if maximum
offering price of reached.
Average
Price Per Common Share
| | |
Common Shares Issued | |
Total Consideration |
| | |
Number of Common Shares | |
Percent | |
Amount | |
Percent | |
Average Price Per Share |
| Existing Shareholders | |
| 291,876,881 | | |
| 42.19 | % | |
$ | 791,838 | * | |
| 7.34 | % | |
$ | 0.0027 | |
| New Investors | |
| 400,000,000 | | |
| 57.81 | % | |
$ | 10,000,000 | | |
| 92.66 | % | |
$ | 0.0250 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| TOTAL | |
| 691,876,881 | | |
| 100 | % | |
$ | 12,766,838 | | |
| 100 | % | |
$ | 0.0156 | |
*Includes paid in capital receiving
from shareholders after initial subscription.
PLAN
DISTRIBUTION
We
are offering the following securities:
| • | 400,000,000 shares
of common stock originally issued by the Company |
All
of the above securities are being offered on a “best efforts” basis.
Further,
the collective securities mentioned are being offered directly by the Company to investors who meet the suitability standards set forth
herein and on the terms and conditions set forth in this Offering Circular. All subscribers will be instructed by the company or its
agents to transfer funds by wire or ACH transfer directly to the company account established for this Offering or deliver checks made
payable to Megola, Inc.
The
offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date at which the
offering is terminated by us in our sole discretion, but in no event for more than one year from the date that the Offering is qualified
with SEC. We may undertake one of more closings on a “rolling” basis. After each closing, funds tendered by investors will
be available to the Company. Upon closing, funds tendered by investors will be made available to us for our use.
We
will use our existing website, www.megolacorp.com, to provide notification of the Offering. Persons who desire information may be
directed to a website owned and operated by an unaffiliated third party (www.glassboxlaw.com) that provides technology support to issuers
engaging in Regulation A offerings.
No
dividends to purchasers of our offered securities are assured, nor are any returns on, or of, a purchaser’s investment guaranteed.
Dividends are subject to our ability to generate positive cash flow from operations. All dividends are further subject to the discretion
of our board of directors. It is possible that we may have cash available for dividends, but our board of directors could determine that
the reservation, and not distribution, of such cash by our Company would be in our best interest.
You
will be required to complete a subscription agreement in order to invest. We may be required to rely on pursuing private financing options
in order to continue operations if it takes some time for us to raise funds in this offering
SELLING
SECURITY HOLDERS
The
table below represents all of the Officers, Directors and 5%+ Owners of the Company that have included Common Shares for sale
in this Offering.
| Security Holder Name | |
Type and Class of Securities Held | |
Total Number of Securities Held Pre-Offering | |
Total Securities Included for Sale in This Offering | |
Total Securities Held Post-Offering If All Available Securities Are Sold | |
Total Value of Securities Included in Offering | |
Total Number of Securities Acquirable In Class |
| N/A | |
N/A | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | 0 | | |
| 0 | |
Total Securities Being Offered by the Selling Security Holders designated above in This Offering: 0 Common Shares
Percentage
of Pre-Offering Securities Being Offered by Selling Securities Holders in This Offering: NA
USE
OF PROCEEDS TO ISSUER
The
Company estimates that the net proceeds after all offering expenses will be approximately $10,000,000 if:
| • | We
can sell 400,000,000 shares of common stock originally issued by the Company |
General
Proposed Use of Funds:
This
offering is a pivotal step in our strategic plan, designed to enhance various facets of our business.
We plan to allocate funds into each of the categories listed below.
Product Development:
We plan to invest $1,100,000 in product development. These funds will be used for rigorous product testing to ensuring that each our
products not only meets but exceeds industry standards in terms of quality and efficacy. Our commitment to product testing is intended
to differentiate us in a competitive market.
Regulatory Registrations:
We plan to invest $920,000 in regulatory registrations. These funds will be used to meet compliance and safety requirements and continue
to build trust with our customers and stakeholders.
Manufacturing Scale-Up:
We plan to invest $300,000 to scale our manufacturing capabilities. These funds will be used in conjunction with contract manufacturers
to build manufacturing capacity to meet projected market demand. We plan to not only scale our ability to produce more products, but
also our ability to produce higher quality products.
Build-out of Lab Facilities:
We plan to invest $250,000 in the development of lab facilities. These funds will be used to further our R&D efforts and pave the
way for new products.
Intellectual Property Protection:
We plan to invest $300,000 in intellectual property protection. These funds will be used to protect our broad portfolio with global potential
to sustain a competitive edge in the market.
Marketing:
We plan to invest $930,000 in marketing. These funds will be used to effectively communicate our value proposition to our target audiences.
Our comprehensive marketing plan will encompass digital marketing, participation in industry events, and the development of strategic
partnerships, all aimed at building brand awareness and establishing a strong market presence.
Human Resources:
We plan to invest $1,500,000 in human resources. These funds will be used for wages and consulting fees. By attracting and retaining
top talent, we aim to ensure that our company will be powered by skilled professionals who are not only experts in their respective fields
but are also aligned with our vision and goals.
Corporate Expenses:
We plan to invest $700,000 in corporate expenses such as business insurance, legal, travel, and accounting. These funds ensure that we
have the necessary safeguards and resources in place to manage our day-to-day operations effectively and maintain financial discipline.
Share Buy-Backs:
We plan to deploy 30% of the offering proceeds ($3,000,000) to buy back some of our Series D Preferred shares. These shares will be bought
back at a 50% discount to the offering price, resulting in a price of $0.0125 per common share equivalent. We expect this investment
will illustrate our commitment to minimizing dilution and delivering value to our shareholders.
Working Capital:
We plan to invest $1,000,000 in working capital. These funds will be used to optimize our cash flow through inventory builds and managing
short-term liabilities and receivables.
Objectives
Targeted:
The
strategic deployment of these funds is a comprehensive approach aimed at enhancing every aspect of our business – from product
development to market penetration, operational efficiency to financial stability. This holistic strategy is crucial in positioning our
company as a leader in our field, driving sustainable growth, and achieving long-term success in the marketplace.
Targeted Impact on Profitability and/or Enterprise Value:
The
strategic allocation of our recent fundraising proceeds is set to significantly enhance our profitability and increase the overall enterprise
value of our company. By investing in product development, including rigorous testing and regulatory registrations, we ensure that our
products not only adhere to the highest standards of quality and safety but also stand out in the competitive market. This focus on developing
superior products will likely lead to increased customer satisfaction and loyalty, translating into higher sales and market share. Moreover,
scaling up manufacturing capabilities allows us to meet the growing demand efficiently. By boosting production volume while maintaining
quality, we can achieve economies of scale, resulting in lower production costs and higher profit margins. Protecting our intellectual
property and innovations further secures our unique market position and opens avenues for future revenue streams, enhancing long-term
profitability.
In addition to product-focused investments, the allocation of funds towards marketing, sales efforts, and building a robust operational
framework directly contributes to an increase in our enterprise value. Effective marketing strategies and brand-building initiatives
will drive market awareness and customer acquisition, leading to an increase in sales and revenue growth. Investing in human resources
ensures that we have the expertise and talent to execute our strategic plans effectively, fostering innovation and operational excellence.
This, coupled with investments in infrastructure like labs and equipment, strengthens our capacity for innovation and efficient production.
Furthermore, by maintaining a strong balance sheet through prudent financial management, we expect to enhance shareholder confidence
and financial stability. All these factors collectively contribute to a stronger, more valuable enterprise, poised for sustained growth
and high profitability in the long run.
The
distribution of our use of net proceeds is listed as follows if the maximum offering amount is raised,
| USE NAMES | |
If 100% of Common Shares Sold | |
Percentage |
| Product Development | |
$ | 1,100,000 | |
| 11.00 | % |
| Regulatory Registrations | |
$ | 920,000 | |
| 9.20 | % |
| Preferred Stock Buybacks | |
$ | 3,000,000 | |
| 30.00 | % |
| Marketing and Advertising | |
$ | 930,000 | |
| 9.30 | % |
| Manufacturing Scale Up | |
$ | 300,000 | |
| 3.00 | % |
| Working Capital | |
$ | 1,000,000 | |
| 10.00 | % |
| Corporate Expenses | |
$ | 700,000 | |
| 7.00 | % |
| Human Resources | |
$ | 1,500,000 | |
| 15.00 | % |
| Build Out of Lab | |
$ | 250,000 | |
| 2.50 | % |
| Intellectual Property Protection | |
$ | 300,000 | |
| 3.00 | % |
| TOTAL | |
$ | 10,000,000 | |
| 100 | % |
1
See the accompanying notes to the Use of Proceeds Table.
Notes
to the Use of Proceeds Table
1.
The foregoing information is an estimate based on our current business plan. We may find it necessary or advisable to reallocate portions
of the net proceeds reserved for one category to another category, and we will have broad discretion in doing so. Pending these uses,
we may invest the net proceeds of this offering in short-term, interest-bearing securities.
2.
The Company, without limitation, may hold cash or invest in cash equivalents for short-term investments. Among the cash equivalents in
which the Company may invest are: (i) obligations of the U.S. Government, its agencies or instrumentalities or governmental agencies
of other developed nations; (ii) commercial paper; and (iii) repurchase agreements, money market mutual funds, any certificates of deposit
and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation
or other similar banks.
3.
While not presently contemplated, the Company may also enter into repurchase and reverse repurchase agreements involving any preceding
instruments, as well as invest in money market mutual funds.
4.
The Company also expects to use the net proceeds from this Offering for working capital, capital expenditures, the repayment of outstanding
debt, estimated memorandum and/or offing portal preparation, filing, printing, legal, accounting and other fees and expenses related
to the Offering, marketing, sales and product development.
5.
No amount of the proceeds are currently assigned to acquire assets outside of the ordinary course of business; however, asset acquisition
is planned as part of our growth strategy. If we acquire assets in the future, we may use a material amount of the proceeds for the acquisition.
DESCRIPTION
OF BUSINESS
Overview
Megola Inc., with R&D based in Seattle, WA and corporate headquarters in Bonita Springs, FL, is a Nevada Corporation and
publicly traded as MGON on the OTC Market.
The company has built a revolutionary portfolio of effective and environmentally friendly products
poised to transform industries. The keystone of our innovation lies in crafting compounds and formulations that defy the norms prevalent
in chemical industries over the past six decades. Driven by a team of daring scientists, we embrace risk and challenge traditional views.
With diverse backgrounds and a collaborative approach, our scientists catalyze innovation through cross-pollination and unconventional
thinking. Rooted in deep product development expertise, we understand that true success lies not only in novel concepts but also in scalability
and market acceptance.
Business Lines
Our technology can be deployed to many sectors including
transportation, sanitation, personal healthcare, protection of buildings and furnishings, crop yield improvement, and solar panel
efficiency improvement.
Collaboration is key to our creativity and success. We engage with a diverse group of scientists whose
expertise complements ours. By fostering a supportive community of scientists and providing them necessary resources, we develop,
test, and bring to market pioneering chemical technologies.
There is a central dynamic underpinning our success in integrating novel
chemistry product applications and discovering and nurturing future breakthroughs. This dynamic is understanding the crucial
connections between chemical reactions, structural design, and market needs, emphasizing cost-effectiveness, simplicity, and public
and environmental safety. Grounded in scientific rigor, our approach has led and will continue to lead to breakthroughs that address
society's needs.
Development
History & Primary Products/Services
Over
the past three years, the Company has made significant strides in laying the groundwork for its future revenue and profitability through
the licensing of three major technology platforms. The first of these is a comprehensive technology package encompassing a diverse range
of products including Fire Inhibitors DF21 - DF31, Fire Extinguishant Additive DF11E, Fire-Gel Lithium Batteries, a Fire/Stain Fabric
Resistance Blend, a 24-hour Hand Purifier (non-alcohol based), a Bedbug/Dust Mite/Microbial Blend, Antimicrobials for Surface and Air
Protection, Cassava Powder Fire Extinguisher, Fire Media Pellets, and a Fire Blanket/Smoke Hood.
Further enhancing the company's portfolio, the second platform involves SiO2 liquid glass products, capable of coating and protecting
various substrates such as metal, stone, plastic, glass (including mobile device screens), seeds, and textiles.
The third platform encompasses stabilized halogen technology, which includes an array of products ranging from household care and disinfectants
(requiring EPA registration) to food preservation, pet care, automotive products, commercial and industrial odor control, air filtration,
formaldehyde inactivators, solutions for toxic and infectious spill remediation, textile modifications for odor control, persistent mold
protection on environmental surfaces, non-woven textile modifications for airplane toilet odor control floor coverings, and personal
hygiene products (including those for underarm and foot odor, baby diapers, adult incontinence, and feminine hygiene products).
To fully realize the commercial potential of these innovative products, the company is committed to investing in a combination of manufacturing
scale-up, testing, regulatory compliance, and marketing. This strategic investment is poised to propel the company towards significant
growth and establish it as a leader in its field.
Prior
Financial Impairment
NA
Prior
Restructuring and/or Major Asset Sales
NA
Potential
Changes to Special Characteristics
One
characteristic of the Company that could have a material impact on the future financial performance is the technology portfolio is large
and can be developed into products in many different markets. If the company tries to develop too many potential products simultaneously
it could face risks primarily stemming from resource dilution and strategic misalignment. Spreading resources too thin across multiple
projects can lead to inadequate development, testing, and marketing of each product, potentially compromising quality and innovation.
This overextension can result in a workforce that is overstretched and potentially less productive, as employees may struggle to maintain
focus and momentum when juggling numerous projects. Financial resources also suffer; with capital divided across various initiatives,
there may be insufficient funding to fully realize the potential of each product, leading to suboptimal outcomes or even project failures.
Additionally, this approach can lead to a lack of strategic focus, as the company might struggle to align its product development efforts
with its core competencies and market needs. In the absence of a clear and concentrated strategy, the company risks losing sight of its
competitive advantages and market position, ultimately affecting its long-term sustainability and growth. We plan to approach the commercialization
of our large technology portfolio in a systematic way to prioritize the opportunities to mitigates this risk as much as possible.
Additionally, some applications of our technology platforms are subject to regulation by the US Environmental Protection Agency (EPA)
and the US Food and Drug Administration. The primary risk involves compliance with regulations, which can be stringent and complex. The
guidelines are designed to ensure that products do not harm the environment or public health, and failure to comply can result in significant
legal and financial repercussions. This includes costly fines, mandatory recalls, and potential lawsuits. Moreover, the regulations are
subject to change, requiring companies to be vigilant and adaptive, ensuring their products continually meet current standards. In addition
to compliance risks, there is the challenge of time-to-market. The process of obtaining regulatory approval can be time-consuming, involving
extensive testing and review periods. This delay can be problematic, especially in fast-moving markets, as it can hinder a company's
ability to capitalize on new technologies or market trends.
The Company has also licensed a pending patent application for a key component of the technology platform and while patents offer legal
protection for innovations, they also pose risks, especially during the application phase. Until a patent is granted, the innovation
is not fully protected, which can lead to issues of intellectual property theft or infringement. Competitors may develop similar products,
leading to patent disputes or the need for litigation to defend the intellectual property rights. This can be both costly and damaging
to the company's reputation. Additionally, the process of obtaining a patent is not only expensive but also uncertain. There is no guarantee
that a patent will be granted, and the process can take several years, during which competitors might leapfrog the technology or find
alternative solutions. Furthermore, if the product needs to be altered to comply with updated agency regulations, it might also affect
the scope or validity of the pending patent, adding another layer of complexity and risk.
Marketing
and Sales Strategies
The
Company's business strategy is designed to maximize the commercial potential of its three core technology platforms through a diversified
approach to product distribution and market engagement. Our first model focuses on manufacturing end products and selling them directly
to consumers via online channels. This approach allows us to maintain a direct relationship with our customer base, providing valuable
insights into consumer preferences and behavior. By leveraging the power of e-commerce, we aim to establish a strong online presence,
facilitating the global reach of our products while optimizing operational efficiency. This direct-to-consumer model also enables us
to rapidly adapt to market trends and consumer feedback, ensuring that our products consistently meet the evolving needs of our customers.
Secondly, the company plans to manufacture end products for sale through distribution channels. This strategy aims to broaden our market
reach by tapping into established distribution networks, thereby gaining access to various retail and specialty outlets. By partnering
with distributors, we can leverage their expertise and relationships to efficiently penetrate diverse markets, both domestically and
internationally. This approach not only extends our geographic reach but also enhances brand visibility and recognition across a wider
consumer base. Distributors provide a vital link in reaching customers who may not be accessible through online platforms, thereby ensuring
our products are available to a more diverse audience.
Finally, our strategy includes manufacturing value-added ingredients for incorporation into other companies' end products, as well as
licensing our technology to other companies for manufacturing and sales. These collaborative approaches allow us to tap into the existing
market presence and production capabilities of established companies, leading to a rapid scale-up in production and distribution. Through
such partnerships, we can access new customer segments and industries, further diversifying our revenue streams. Licensing our technology
offers an additional avenue for revenue generation, allowing other companies to benefit from our innovations while providing us with
a steady stream of licensing fees. This multipronged strategy not only maximizes the commercial potential of our technology platforms
but also positions the company for robust growth and sustainability in the competitive marketplace. As we embark on this ambitious journey,
we seek partners and investors who share our vision and commitment to innovation and excellence.
Industry
Analysis and Trends
The
Company possesses a diverse array of potential product applications spanning many markets and industries. The following four exemplars
from our technology portfolio serve as a testament to the myriad opportunities available for the company to leverage and capitalize upon.
This broad spectrum of applications not only highlights the versatility and adaptability of our technological innovations but also underscores
our potential for significant growth and expansion across various sectors.
1. Fire Inhibition. In the current market landscape, the fire inhibition technology sector is witnessing a significant surge in demand,
driven by heightened awareness of fire safety and increasingly stringent regulatory standards globally. Companies like ours, which specialize
in advanced fire inhibition products, are strategically positioned to capitalize on this growing market. Innovations in fire-resistant
materials and chemicals, particularly those that are environmentally friendly and comply with international safety standards, are in
high demand. This industry is not only propelled by the construction and manufacturing sectors but also by the residential market, as
homeowners become more conscious of fire safety. The challenge for manufacturers in this space lies in balancing technological innovation
with cost-effectiveness and regulatory compliance, ensuring that their products remain accessible while meeting the highest safety standards.
2. Odor and VOC Remediation. In the realm of odor and VOC remediation, the market is evolving rapidly, with increasing consumer demand
for more effective and environmentally sustainable solutions. This sector, which encompasses everything from household care products
to industrial applications, is ripe for companies that can offer innovative, safe, and eco-friendly solutions. The growing focus on indoor
air quality, particularly in the wake of heightened health and hygiene awareness post-pandemic, has bolstered the demand for advanced
remediation technologies. Companies that can integrate natural and organic components, reducing reliance on harsh chemicals without compromising
efficacy, are likely to gain a competitive edge. Moreover, the sector offers substantial opportunities for growth in diverse industries,
including janitorial, waste management, and automotive, each requiring specialized solutions.
3. Odor Control Adult Incontinence Products. The market for adult incontinence products is another area experiencing notable growth,
primarily driven by an aging global population. As societal stigmas surrounding incontinence continue to diminish, there is still an
increasing demand for products that offer not just functionality, but the discretion offered by advanced odor control technology. The
challenge for manufacturers in this space is to innovate in material science and product design to enhance user comfort and convenience
while ensuring environmental sustainability. Companies that can successfully innovate in this domain while keeping products affordable
will likely see increased market share. Additionally, as online retail continues to grow, companies with strong e-commerce strategies
will be better positioned to reach and serve a wider, global customer base.
4. Mobile Phone Screen Protection. Lastly, the mobile phone accessories market is highly dynamic and competitive, characterized by rapid
technological advancements and changing consumer preferences. As smartphones continue to permeate every aspect of daily life, the demand
for accessories that enhance functionality, protect the device, and reflect personal style is booming. The challenge in this market lies
in continually innovating and keeping pace with the fast-evolving technology of mobile devices. Companies need to focus on creating high-quality,
durable products that align with the latest smartphone models and consumer trends. Additionally, there's a growing trend towards sustainability
in this sector, with consumers increasingly favoring products made from eco-friendly materials. Manufacturers who can agilely navigate
these trends, offering cutting-edge, sustainable, and aesthetically pleasing accessories, are likely to capture and retain consumer interest
in this highly competitive market.
The
Competition
The
Company is on the cusp of commercializing its innovative technology platform, targeting a variety of markets and industries, each characterized
by its unique set of competitive dynamics. This section will first outline some examples of the industry-specific risks associated with
these diverse markets. Following this, we will explore the broader competitive landscape at the corporate level, highlighting the challenges
and opportunities we face in our expansion and market penetration efforts.
In the realm of consumer-level odor control, our offerings are positioned against established brands such as Febreze, Glade, and Poo
Pourri. These competitors predominantly focus on masking fragrances rather than directly neutralizing malodorants, presenting a significant
point of differentiation for our products.
Turning to environmental odor control, we encounter traditional rivals in the form of chlorine dioxide and hydrogen peroxide solutions.
However, it's noteworthy that these substances pose considerable safety risks due to their hazardous nature. Additionally, we face competition
from Granular Activated Carbon (GAC) absorbent granules, which, while initially effective, gradually lose efficacy and can eventually
foster the growth of odor-causing microbes within filters.
In the air filter segment, our products contend with treatments like nanosilver and quats, which are touted for their contamination protection
capabilities. Nevertheless, these treatments often fall short in combating a wide array of odors and microbes, a limitation our products
aim to overcome.
The hydrophobic fire protection spray market presents another competitive arena, where we are up against products like 3M Scotchgard.
Scotchgard, while known for its hydrophobic properties, does not offer fire protection claims. Moreover, its use of controversial 'forever
chemicals' has cast a shadow over its market reputation. In contrast, conventional fire retardants, which typically contain organic bromine
compounds, are known for their toxicity, alongside other non-bromine toxic retardants. This offers a unique opportunity for our safer
and more effective solutions.
In the liquid glass coatings sector, our products stand out amidst a market saturated with temporary solutions like RainX. These alternatives
are generally less effective and offer only short-term results, in stark contrast to the durability and efficacy of our coatings.
In
seed coatings, we are competing with industry giants such as Bayer and Syngenta. These companies primarily focus on soaking seeds in
anti-fungal chemicals, a conventional approach that we aim to innovate and improve upon.
Lastly, in the personal deodorants market, we observe a high incidence of allergic reactions, affecting approximately 10% of the US population,
to existing products. This scenario presents a substantial opportunity for our hypoallergenic and skin-friendly formulations to make
a meaningful impact.
At the corporate level, we compete in the high-performance additives marketplace, featuring several leading global companies. These companies
stand out due to their extensive product lines, innovation in chemical technology, and significant market presence. The top players in
this field are known for their contributions to various industries, including automotive, construction, plastics, and coatings. While
the ranking can vary based on different criteria like revenue, market share, or innovation, some of the top companies in the high-performance
chemical additives sector include:
1. BASF: Headquartered in Germany, BASF is one of the largest chemical producers in the world and has a significant portfolio in high-performance
additives. Their additives are used in a multitude of applications, including plastics, coatings, and lubricants.
2. Dow Chemical Company: Based in the United States, Dow is a major player in the chemical industry and offers a wide range of high-performance
additives. Their products serve diverse markets such as plastics, coatings, and industrial applications.
3. Evonik Industries: A German company, Evonik is known for its specialty chemicals, including high-performance additives. They cater
to various sectors, including automotive, paints, coatings, and construction, with a focus on sustainability and innovation.
4. Clariant: Headquartered in Switzerland, Clariant is a leading specialty chemical company with a strong presence in the high-performance
additives market. They offer innovative solutions for a variety of applications, including plastics, coatings, and consumer products.
These companies are recognized for their commitment to research and development, which drives their ability to offer innovative and efficient
solutions across various industries. They continually adapt to changing market needs and environmental standards, setting the bar high
in the high-performance chemical additives sector.
In
order to effectively contend with the formidable presence of these type of industry leaders, our strategy will be centered on the commercialization
of products within niche market segments. These segments are currently underserved by existing technological solutions and exhibit a
substantial unmet need that aligns with the unique value propositions our technology is poised to offer. This targeted approach will
enable us to carve out a distinctive position in the market, addressing specific needs that have not been adequately met by current industry
offerings.
Company Management and Employees
Senior
Management
At
the present time, the individuals below are actively involved in the management of the Company.
(i) Robert
Gardiner, President and CEO whose key responsibilities are making major corporate decisions, managing the overall operations of
our company, creating and implementing strategies to grow the business and communicating between the corporate operations.
(ii) Joshua
Johnston, COO/CFO/Treasurer/Secretary whose key responsibilities are overseeing our company’s financial condition and capital structure,
presenting and reporting financial information, and implementing the company’s financial forecasting, ,and
overseeing the manufacturing and product development activities.
Employees
As
of the date of publication of this offering Circular, our company had 0 full time employees and 0 part time employees.
The company is being operated by our two officers, who are not currently receiving a salary. Our company believes that its relationship
with its employees is good. Over the next couple years, we are planning to recruit more high-qualified candidates to meet the needs to
our business expansion, and we have access to a large pool of qualified candidates.
Government
Regulation
We
are unaware of and do not anticipate having to expend significant resources to comply with any local, state and governmental regulations, beyond
those specific to certain products described elsewhere in this document. We are subject to the laws and regulations of those jurisdictions
in which we plan to offer our products and services, which are generally applicable to business operations, such as business licensing
requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory
and/or supervisory requirements.
Intellectual
Property
We
do not currently directly hold rights to any intellectual property, but our licensors have certain patent applications, trade secrets
and know-how that we have exclusive rights to commercialize. We plan to file additional patent applications jointly with our licensors
in the future as applicable. We have filed a trademark for Breakthrough Chemistry and intend to trademark any of our future product or
service names, our company logo and any other logo we create.
Description of Property
The
Company does not own any real property such as land, buildings, physical plants or other material physical properties.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You
should read the following discussion and analysis of our financial condition and results of operations together with our consolidated
financial statements and the related notes and other financial information included elsewhere in this Offering Circular (“prospectus”).
Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with
respect to our plans and strategy for our business and related financing, includes forward-looking statements that reflect our current
views with respect to future events and financial performance, which involve risks and uncertainties. Forward-looking statements are
often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”,
“project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty
on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. You
should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual
results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion
and analysis.
Description
of Financial Condition
To
date, our company has concentrated its efforts on acquiring and licensing cutting-edge chemical technologies to build a comprehensive
and robust technology portfolio. Reflecting this strategic focus, our financial performance over the past three years has been characterized
by limited revenue generation and relatively low expenditure levels. This financial pattern is primarily due to our strategic decision
to invest primarily in core technology licenses, a process predominantly financed through the issuance of Preferred Stock to the technology
licensors. The infusion of capital from this offering will mark a pivotal shift in our business model, enabling us to move beyond the
development phase and into the realm of commercialization. This transition is critical for realizing the potential of our technological
innovations and translating them into tangible, marketable products that meet the evolving needs of our target industries.
Factors
Affecting Income
At
present, the income generated from our operations remains minimal, a reflection of the company's early stage in its business lifecycle.
This income primarily stems from a limited number of product trials and the sale of inventory that was initially acquired through strategic
acquisitions and licensing deals. These early efforts, while not significantly contributing to our revenue stream, have been instrumental
in validating our product concepts and providing valuable insights into market needs and preferences. They serve as a foundational step
in our journey towards larger-scale commercialization and market penetration.
Looking ahead, our company is poised for a significant transformation in its financial trajectory, thanks to our strategic plan to commercialize
our innovative technology platforms. We are targeting diverse and lucrative industries such as odor control, fire protection, and mobile
device screen protection - sectors that not only have a substantial market demand but also present opportunities for technological innovation
and differentiation. By tapping into these industries, we aim to unlock new revenue streams and drive substantial profits. Our focus
will be on leveraging the unique aspects of our technology to meet specific market needs, thereby creating a competitive edge in these
sectors.
The potential for profit generation in these areas is substantial. Odor control technology, for instance, has applications ranging from
household products to industrial waste management, presenting a wide market scope. Fire protection technology, on the other hand, is
critical in various sectors including construction, manufacturing, and consumer goods, offering opportunities for both B2B and B2C engagement.
Similarly, the market for mobile device screen protection is continuously expanding, driven by the global increase in smartphone usage
and the consumer's growing interest in protecting their investments. Our company’s innovative solutions in these areas are expected
to resonate well with the market, driving significant sales and profitability. This shift from minimal operational income to significant
profit generation will mark a pivotal phase in our company's growth and development.
Material
Changes in Sales or Revenues
The
income statements of our company accurately mirror its early stage, with working capital predominantly sourced through shareholder advances.
However, a notable transformation in our financial structure was observed in the fiscal year 2023, primarily attributed to the acquisition
of three major technology licenses. These licenses form the cornerstone of our newly established technology platforms and are pivotal
to our anticipated future profitability. The acquisitions not only augmented our inventory with essential raw materials but also led
to the creation of substantial intangible assets. The funding for these acquisitions was primarily secured through the issuance of Series
D Preferred Stock, supplemented by a portion of cash.
Specifically, the technology license for our fire safety technology contributed an intangible asset valued at $500,000 to our balance
sheet. Additionally, two strategic acquisitions, one for SiO2 coatings and the other for halogen coatings, collectively resulted in intangible
assets amounting to $396,113. These assets, integral to our technology portfolio, are currently being amortized over a 20-year period,
reflecting our long-term commitment to and confidence in the value they bring to our company. This strategic investment in intellectual
property underlines our dedication to fostering innovative technologies and our focus on long-term growth and profitability.
Liquidity
and Company Resources
Current
Liquidity
The
company is currently experiencing a deficit in immediate financial resources. This situation stems from its focus on technology development
in its initial phases, rather than on commercial pursuits. However, considering the intangible assets obtained in the fiscal year 2023,
the company's long-term financial health appears favorable. The ongoing capital-raising efforts are intended to fund commercial activities,
which are expected to enhance both short-term liquidity and profitability.
Capital
Commitments
The
company currently holds no substantial commitments regarding capital expenditures. This indicates that, at present, there are no significant
financial obligations tied to the acquisition of assets or large-scale investments.
However, this situation is likely to change following the conclusion of the fundraising efforts. It is anticipated that the company will
engage in certain capital investments, such as manufacturing and R&D capabilities, once the fundraising is successfully completed.
This will mark a new phase of financial planning and asset development for the company.
Plan
of Operations for Non-Revenue-Generating
The
primary use of the capital over the next 12 months will be to establish and scale up manufacturing capabilities. This is a critical step
in commercializing our technology, as it will enable us to produce at a volume necessary to meet market demand. Additionally, the funding
will be allocated towards obtaining necessary performance testing, certifications, and regulatory approvals, which are crucial for market
entry, especially in industries that are heavily regulated. This process will ensure that our products not only meet the highest standards
of quality and safety but also comply with industry-specific regulations. Furthermore, a portion of the capital will be dedicated to
strengthening our supply chain and logistics framework, ensuring that we can deliver our products efficiently and reliably to our customers.
Finally, a significant portion of the raised capital will be invested in marketing and sales efforts. Building brand awareness and establishing
a market presence are essential for the successful launch of our products. We plan to implement a comprehensive marketing strategy that
includes digital marketing, industry events, and strategic partnerships. Sales efforts will be focused on both direct-to-consumer channels
and building relationships with distributors and retailers, which are key to accessing broader markets. This dual approach will allow
us to not only reach our end-users directly but also tap into established distribution networks, thereby maximizing our market reach.
In summary, the capital from this offering will be the catalyst that transforms our extensive intellectual property portfolio into a
suite of commercially viable products, setting the stage for revenue growth and long-term success in the market. We do not believe it
will be necessary to raise additional funds within the next six months to implement this strategic plan.
Impact
of Trends on Capital Requirements
Currently,
the sales figures presented in the financial statements are relatively low. This minimal sales performance, however, does not fully reflect
the company's ongoing efforts in business development. The team has been actively involved in various initiatives aimed at expanding
the company's reach and enhancing its market presence. These efforts, though not immediately apparent in current financial outcomes,
are laying the groundwork for future growth and revenue generation.
On a promising note, the company has recently entered into a distribution agreement with a firm specializing in odor remediation and
another for food security. These partnerships are expected to yield positive financial results in upcoming periods, especially with planned
investments in sales and marketing strategies. Additionally, there are multiple potential distribution opportunities being explored in
other markets, such as food preservation and adult incontinence. These markets are showing encouraging trends, driven by factors such
as the aging population fueling the adult incontinence market and increasing concerns over food shortages. These industry dynamics present
significant opportunities for growth and are aligned with the company's strategic direction.
The company's investigations and conversations about pricing so far indicate that in our intended markets, there is sufficient flexibility
in how much customers are willing to pay for our added benefits. This suggests that we can achieve profitability at our current cost
projections.
Plan of Operations
We
anticipate that the capital we intend to raise in this offering will be sufficient to enable us to execute our business plan, including,
but not limited to hiring a strong management team and key personnel; promoting sales by conducting more marketing; executing on the
milestones described in this Offering Circular; and achieving growth by way of strategic partnerships.
It
is the opinion of Company management that the proceeds from this proposed offering will satisfy the Company’s need for liquidity
and cash requirements and put the Company in a position to grow its business in accordance with its business plan. Please refer to Use
of Proceeds, Part II for the Company’s planned use of proceeds to be generated from this proposed offering.
Milestone
1: Month 1
In
the month following the successful closure of our fundraising efforts, we have outlined a series of key milestones that are pivotal to
the growth and expansion of our business. A primary focus will be on enhancing our organizational structure; this includes building out
our management team and staffing to adequately support and drive our business objectives. Concurrently, we plan to initiate the distribution
of samples of our mobile device protection product in key markets, specifically India and China. This step is crucial in our strategy
to establish local partnerships, thereby extending our global reach and reinforcing our market presence in these significant regions.
Additionally, we are set to implement a comprehensive Customer Relationship Management (CRM) solution. This system will be instrumental
in efficiently managing leads and orchestrating our marketing initiatives, thereby streamlining our customer engagement and outreach
efforts. On the production front, we are gearing up to initiate the scale-up of our SAP (Super Absorbent Polymer) technology, in collaboration
with a contract blender. This move is aimed at enhancing our production capabilities to meet increasing market demands. Moreover, we
are on track to complete critical human skin contact studies with SAP, as well as with diaper swatches. These studies are vital in ensuring
the safety and effectiveness of our products, fortifying our commitment to delivering quality and reliable solutions to our customers.
Milestone
2: Month 2 to Month 6
During
the second to sixth months following the closure of our fundraising, The company is set to accomplish several
significant milestones that will propel our company's growth and innovation. One of the foremost achievements will be receiving the
first batch of test results and certifications for our fire safety, bedbug, and hand purifier products, a critical step in
validating their effectiveness and market readiness. In tandem, we plan to submit a Food and Drug Administration (FDA) food contact
notification for our food security products, ensuring compliance and safety for consumer use. Additionally, we will complete human
smell perception studies for our incontinence products, furthering
our
commitment to understanding and meeting consumer needs. Parallel to these product developments, we will be making substantial advancements
in our operational capabilities. This includes leasing space for a new laboratory and acquiring the necessary equipment to bolster our
research and development efforts. A major corporate milestone will be the completion of our rebranding to Breakthrough Chemistry, including
a change in our company name and symbol, symbolizing a new chapter in our journey. We will also be actively engaged in securing intellectual
property rights, including filing patents for certain technological applications, and pursuing pharmaceutical removal certification.
The creation of product demonstration videos will be another key focus, enhancing our marketing and customer engagement strategies. Moreover,
we will file trademarks for various products while continuing to prosecute existing patents, ensuring robust protection of our innovations.
Notably, we will also confirm the safety of contact and inhalation of our OdorSol product and validate the efficacy of our SiO2 coating
on solar panels. Finally, we aim to execute between two to three licensing or distribution agreements, marking a significant stride in
the commercialization and sale of our diverse product portfolio.
Milestone
3: Month 7 to Month 12
In
the latter half of the year, spanning months 7 to 12 post-fundraising, we are geared to achieve a series of milestones that will significantly
enhance our product portfolio and market positioning. A key initiative will be to submit an EPA sanitizer claim for our odor remediation
product, marking a crucial step in expanding its applications and market appeal. Concurrently, we will complete ethylene inactivation
studies for our food security product, underscoring our commitment to innovative solutions in food preservation. Additionally, we will
conduct horticultural studies to assess the impact of our coatings on plant growth, a venture that highlights our dedication to agricultural
innovation. On the personal care front, we plan to finalize human skin studies with our personal deodorant product, ensuring its safety
and efficacy for consumers. Complementing this, microbiology studies on our food preservation products will further establish their effectiveness
and safety. In terms of infrastructure, significant investments are planned for manufacturing facilities and equipment, laying the groundwork
for increased production capacity and efficiency. Moreover, we will apply for organic certification for direct food use, a move that
will enhance the credibility and marketability of our products in the organic sector. We will also submit patent applications for some
of our fire safety products, ensuring the protection of our innovations. Alongside these developments, the completion of product videos
and literature is slated, enhancing our marketing and promotional efforts. This will be complemented by the creation of promotional materials
and a trade show booth/display, crucial for our visibility and engagement in industry events. Another pivotal milestone will be the third-party
testing of our new hydrophobic fire safety formulations for environmental surfaces, including soft surfaces, validating their effectiveness,
and broadening their potential applications. Finally, we aim to execute an additional 2-3 license or distribution agreements, further
expanding our distribution channels and reinforcing our presence in the market.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The
following tables list the current Directors, Officers and Significant Employees of the Company. Significant Employees that are not Officers
or Directors are those employees whose decisions and activities are expected to have a material impact on the Company’s performance.
Executive Officers and Significant Employees
| Name | |
Position | |
Age | |
Term of Office |
| Robert Gardiner | |
President and CEO | |
69 | |
05/01/2020 to present |
| | |
| |
| |
COO/CFO – 01/17/2023 to present |
| Joshua Johnston | |
COO/CFO/Treasurer/Secretary | |
49 | |
Treasurer/Secretary – 03/01/2024 to present |
Directors
| Name | |
Position | |
Age | |
Term of Office |
| Mark Suchy | |
Director | |
62 | |
05/01/2020 to present |
| Simon Johnston | |
Director | |
77 | |
03/01/2024 to present |
| Joshua Johnston | |
Director | |
49 | |
01/17/2023 to present |
| Robert Gardiner | |
Director | |
69 | |
05/01/2020 to present |
Robert
Gardiner: President and Chief Executive Officer
Family
Relationship to Company: N/A
Background:
Bob
Gardiner is a seasoned professional with over 30 years experience in business development, operations, marketing, and distribution. He
has been personally responsible and involved in several start-ups in its development and ultimately the buyouts in several Canadian corporations.
He has worked in alliance with a major Investment bank to access and evaluate potential acquisitions for clients. Bob has also worked
with Danone Group (a multinational corporation listed on Euronext Paris and a component of the CAC 40 stock market index) in a management
position after his Company was acquired by the Fortune Global 500 Group. The Company is confident that through his vast experience and
business acumen, Bob will guide and direct Megola with the similar successes he has had with his past endeavours. He understands the
potential & importance that the advanced Health Product Technologies and Services opportunities that Megola is engaged in and how
it will bring these products and services into several vertical markets being established. Bob also has a strong understanding of the
Company’s planned acquisitions and direction and expansion of its portfolio companies and how to harness and build on their value.
MEGOLA feels fortunate to have a leader of his stature and we welcome him to further build out on the management team.
Legal
Proceedings:
N/A
Joshua
Johnston: Chief Operating Officer and Chief Financial Officer
Family
Relationship to Company: Son of Simon Johnston, Director and majority owner of MedeSol Global, Inc.
Background:
Joshua
is an entrepreneurial executive who brings over 20 years of experience in a wide range of finance and business functions within the consumer
goods industry, having held several senior positions from VP of Operations, EVP of Global Business Development, COO and CEO, for both
national and international corporations. Joshua’s authentic and data-driven approach to achieving aggressive business growth has
helped companies maximize profitability, operational efficiencies, and enterprise value through capital raising and global expansions.
Prior to joining Megola, Joshua was EVP of Global Business Development at Briotech Inc; the global leader of the HOCl industry. Here
he facilitated partnership with communities around the globe to generate local production of reliable BrioHOClTM through their patented
WHISH Systems for the disinfection, health, cosmetic, and pet care markets. As CEO of OxiScience, Joshua was brought on board to restructure
the financial systems, clean up legal agreements, and drive operating efficiencies for the early-stage, fast-growing startup with a patented
odor control technology. Joshua successfully negotiated and executed multiple rounds of equity investment and a convertible note, led
record revenue growth and market share capture across the pet and home care industries through focused sales on Amazon and Chewy.com,
and grew monthly revenues by 3x over 2 years at the company. During his tenure at HaloSource, Inc. Joshua held multiple roles including
Director of Finance and VP of Operations at the innovative water technology company with three business units; Drinking Water, Recreational
Water and Environmental Water. It was during his tenure here that Joshua was instrumental in complex capital market transactions including
fund-raising efforts and M&A of $125 million in multiple rounds of financing comprised of $30M in private Series A, B, C, D and convertible
debt, $15M Pre-IPO, and a $80M Initial Public Offering (IPO) in 2010. Joshua holds a Master of Business Administration, with a focus
in Technology Management, from the University of Washington where he continues to serve as a mentor for current students.
Legal
Proceedings:
N/A
Simon
Johnston
Simon
is a creative entrepreneur with 35 years of experience innovating in the healthcare and textile industries as both a business owner and
executive. When founding SciTech dental in 1990, Simon Simon created an economical in-line filter to address waterline microbial contamination
ten years prior to its recognition as an issue by the dental industry. In 1998 he co-founded HaloSource Inc. to create potable drinking
water for developing countries but left to explore novel functional polymer chemistries, focusing on infection and odor control in the
medical, industrial and consumer sectors. With 7 US patents to his name, including multiple in polymer chemistry, Simon possess extensive
expertise in business development and chemistry technology licensing, both internationally and within the US. His key strengths lie in
nurturing start-ups, designing commercializing strategies, and building B2B relationships, all of which serve as the cornerstone for
successful partnerships. A decorated combat veteran, Simon served in the US Army from 1966-68, and holds a Bachelor of Arts from University
of Washington.
Mark
Suchy
Mark
is a seasoned entrepreneur with 30 years experience in the private and public sectors with a strong understanding of business
investment and finance at all levels. He has worked with business professionals producing cutting edge product lines and has led to
his current position with Megola/GS Capital Blends.
COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation
of Executive Officers
For the Last Fiscal Year Prior to This Offering
| Name | |
Capacities in which compensation was received | |
Cash compensation ($) | |
Other compensation ($) | |
Total compensation ($) |
| Robert Gardiner | |
President and CEO | |
$ | 15,392 | | |
$ | 0 | | |
$ | 15,392 | |
| Joshua Johnston | |
COO/CFO/Treasurer/Secretary | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| | |
| |
| | | |
| | | |
| | |
| | |
| |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Name | |
Capacities in which compensation was received | |
Cash compensation ($) | |
Other compensation ($) | |
Total compensation ($) |
| Mark Suchy | |
Director | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Simon Johnston | |
Director | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Joshua Johnston | |
Director | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
| Robert Gardiner | |
Director | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
The
Company may choose to establish an equity compensation plan for its management and other employees in the future.
Total
Compensation of Officers For the Last Fiscal Year Prior to This Offering: $0
Total Annual Compensation to Directors: $0
Total Number of Directors: 4
Future
Compensation Plans for Officers and Directors
A
competitive compensation and benefit package will be provided to each member of the management team once funding is secured.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITY HOLDERS
The
following table sets forth information regarding beneficial ownership of our Common and Preferred Shares as of the date of this Offering
and as adjusted to reflect the sale of shares of our Common Stock offered by this Offering Circular, by:
| • | Each
of our Directors and named Executive Officers; |
| • | All
of our Directors and Executive Officers as a group; |
| • | Each
person or group of affiliated persons known by us to be the beneficial owner of more than
5% of our outstanding shares of Common Stock or any other class of Preferred Stock, and |
| • | All
other shareholders as a group. |
Beneficial
ownership and percentage ownership are determined in accordance with the rules of the Securities and Exchange Commission and includes
voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any
other purpose.
Unless
otherwise indicated and subject to applicable community property laws, to our knowledge, each stockholder named in the following table
possesses sole voting and investment power over their shares of common stock, except for those jointly owned with that person’s spouse.
Percentage of beneficial ownership before the offering is based on 291,876,881 Common Shares outstanding on 12/31/2023.
Beneficial
Ownership Table 1
The
beneficial ownership described in this table covers shareholders holding 5% or more of the Company’s Common Stock or Series D Preferred
Shares.
| Title of Class | |
Name and Address of Beneficial Owner (1) | |
Amount and Nature of Beneficial Ownership | |
Percent of Class (3) | |
Amount and Nature of Beneficial Ownership Acquirable (2) |
| Series D Preferred Stock | |
Medesol Global Inc., Directors and shareholders Simon Johnston, Joshua Johnston, Jeff Williams, Frank Yao | |
| 45,000 | | |
| 45 | % | |
Shareholder’s Series D Preferred Shares may convert into 450,000,000 shares of common stock |
| Series D Preferred Stock | |
GS Capital Blends LLC, Mark Suchy and Joel Gardner managing partners | |
| 50,000 | | |
| 50 | % | |
Shareholder’s Series D Preferred Shares may convert into 500,000,000 shares of common stock |
| Common Stock | |
Daniel Graveline | |
| 15,277,777 | | |
| 5.2 | % | |
No additional rights to acquire ownership beyond that listed |
| Common Stock | |
Red Rock Fund Corp | |
| 22,000,000 | | |
| 7.5 | % | |
No additional rights to acquire ownership beyond that listed |
Beneficial
Ownership Table 2
The
beneficial ownership described in this table covers shareholders holding 5% or more of the Company’s Series A, B or C Preferred
Shares. Series A, B and C do not have any material conversion rights as a result of a reverse stock split that took place in 2018.
| Title of Class | |
Name and Address of Beneficial Owner (1) | |
Amount and Nature of Beneficial Ownership | |
Percent of Class (3) | |
Amount and Nature of Beneficial Ownership Acquirable (2) |
| 2018 Special Series A Preferred Stock | |
Rodney Nettles | |
| 1 Share | | |
| 100 | % | |
No additional rights to acquire ownership beyond that listed |
Series B Preferred Stock
Series A Preferred Stock | |
Joel Gardner | |
| 1
4 | | |
| 16.67
5.9 | %
% | |
Shareholder’s Series A and Series B Preferred Shares collectively may convert into 104 shares of common stock |
| Series C Preferred Stock | |
Airam Capital, Inc. Managing partner, Aldo Rotondi | |
| 1 | | |
| 12.5 | % | |
Shareholder’s Series C Preferred Shares may convert into 83 shares of common stock |
| Series C Preferred Stock | |
Magaly Bianchini | |
| 2 | | |
| 25 | % | |
Shareholder’s Series B Preferred Shares may convert into 166 shares of common stock |
| Series C Preferred Stock | |
Day Family Trust, for benefit of Rowland Day | |
| 1 | | |
| 12.5 | % | |
Shareholder’s Series C Preferred Shares may convert into 83 shares of common stock |
| Series C Preferred Stock | |
Enrico Restivo | |
| 2 | | |
| 25 | % | |
Shareholder’s Series C Preferred Shares may convert into 166 shares of common stock |
| Series C Preferred Stock | |
Matteo Sacco | |
| 1 | | |
| 12.5 | % | |
Shareholder’s Series C Preferred Shares may convert into 83 shares of common stock |
| Series B Preferred Stock | |
Jeff Weinbrum | |
| 1 | | |
| 16.67 | % | |
Shareholder’s Series B Preferred Shares may convert into 83 shares of common stock |
| Series B Preferred Stock | |
Michael T. Williams | |
| 2 | | |
| 33.33 | % | |
Shareholder’s Series B Preferred Shares may convert into 166 shares of common stock |
| Series B Preferred Stock | |
Katherine B Colby As Trustee Of The Katherine B Colby Revocable Trust | |
| 1 | | |
| 16.67 | % | |
Shareholder’s Series B Preferred Shares may convert into 83 shares of common stock |
| Series B Preferred Stock | |
Michael I Colby As Trustee Of The Michael I Colby Revocable Trust | |
| 1 | | |
| 16.67 | % | |
Shareholder’s Series B Preferred Shares may convert into 83 shares of common stock |
| (1) | The
addresses for the parties in this column in both beneficial ownership tables above are set
forth below. |
| (2) | This
column in both beneficial ownership tables above includes the amount of equity securities
each beneficial owner has the right to acquire.
|
| (3) | This
column in both beneficial ownership tables includes the amount contained in the preceding
column relative to the outstanding shares in said class.
|
Rodney
Nettles:
|
1175
HOLLYGATE LN
NAPLES, FL 34103-3846
USA |
| Joel
Gardner |
257
CLARIWOOD CT
CORRUNNA, ON N0N 1G0
CANADA |
| Airam
Capital, Inc. Managing partner, Aldo Rotondi |
155
NORTH FRONT ST
SARNIA, ON, N7T 7V5
CANADA |
Magaly
Bianchini
|
121
RICHMOND ST W SUITE 304
TORONTO, ON M5H 2K1
CANADA |
Day
Family Trust, for benefit of Rowland Day
|
1
HAMPSHIRE CT
NEWPORT BEACH, CA 92660-4933
USA |
Enrico
Restivo
|
255
CAPEL ST
SARNIA, ON N7T 7R3
CANADA |
Matteo
Sacco
|
5045
ORBITOR DR
SUITE 200 BLDG 10
MISSISSAUGA, ON L4W 4Y4
CANADA |
Jeff
Weinbrum
|
5045
ORBITOR DR
MISSISSAUGA, ON L4W 4Y4
CANADA |
Michael
T. Williams
|
2503
W GARDNER CT
TAMPA, FL 33611-4774
USA |
Katherine
B Colby As Trustee Of The Katherine B Colby Revocable Trust
|
6
GUARDHOUSE DR
REDDING, CT 06896-1827
USA |
Michael
I Colby As Trustee Of The Michael I Colby Revocable Trust
|
6
GUARDHOUSE DR
REDDING, CT 06896-1827
USA |
| RBG
Wholesale, Robert Gardiner and Robert Kerr each hold a 50% interest in RBG. |
3573
victoria street
Camlachie, ON N0N 1E0
CANADA |
| Medesol
Global Inc., Directors and shareholders Simon Johnston, Joshua Johnston, Jeff Williams, Frank Yao |
1930
Village Center Circle #3-8137
Las Vegas, NV 89134
USA |
| GS
Capital Blends LLC, Mark Suchy and Joel Gardner managing partners |
8891
BRIGHTON LANE, #108
BONITA SPRINGS, FL 34135
USA |
Daniel
Graveline
|
2623
HAMILTON ROAD
BRIGHTS GROVE, ON N0N 1C0
CANADA |
Red
Rock Fund Corp
|
ARTEMIS
HOUSE
67 FORT STREET
UNIT 2775
GRAND CAYMAN KY1-111
CAYMAN ISLANDS |
INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
A
relatively small group of executives and directors own a large portion of the issued and outstanding shares of Megola, Inc.. Consequently,
these shareholders can control the operations of the Company and will have the ability to control all matters submitted to stockholders
for approval, including, but not limited to:
| • | Election
of the Board of Directors, |
| • | Removal
of any Director(s), |
| • | Removal
of any Director(s), |
| • | Adoption
of measures that could delay or prevent a change in control or impede a merger, takeover
or other business combination. |
Thus,
a small group of executives and directors will have complete control over the Company’s management and affairs. Accordingly, their
ownership may have the effect of impeding a merger, consolidation, takeover or other business combination, or discouraging a potential
acquirer from making a tender offer for the Common Stock.
Related
Party Transactions
During
the Company’s last two fiscal years and through the date of this Offering Circular (the “Reporting Period”), described
below are certain transactions or series of transactions between us and certain related persons.
Disclosed
are transactions, or proposed transactions, which could have a material impact on our
operations, in which any directors, executive officer or beneficial holder of more than 5% of the outstanding common, or any of
their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
Transactions that would have a material impact on our operations are defined as those valued at the lesser of $120,000 or the
average of 1% of our total assets over the last two fiscal years.
GS Capital Blends
LLC
GS Capital Blends LLC
is owned and controlled by Joel Gardner and Mark Suchy.
Mark Suchy is a director
of the Company.
GS Captial Blends LLC
has a right to convert into 500,000,000 shares of the Company’s Common Stock by nature of its ownership of 50,000 Series D Preferred
Shares in the Company.
As of March 31, 2021,
GS Capital Blends LLC was owed a total of $53,921 for advances payable.
During the year ended
March 31, 2022, GS Capital Blends LLC advanced $109,148 to the Company and was repaid a total of $107,644 which included the conversion
of $65,924 of the debt into a convertible promissory note as described below for net advances of $1,503 bringing the amount owed as advances
payable to $55,424. The convertible note in the amount of $65,924 bears no interest, is payable on demand and is convertible at $0.005
per share. On the date of issuance, the Company recorded a beneficial conversion feature equal to the face value of the note, which amount
was immediately expensed.
During
the fiscal year ended March 31, 2023, GS Capital Blends advanced $34,588 to the Company and was repaid a total of $7,094 for net advances
payable of $27,494.
During
the nine months ended December 31, 2023, GS Capital Blends advanced $28,823 to the Company with no repayments. As at December 31, 2023
advances payable to GS Capital Blends totaled $111,741 (March 31, 2023-$82,918).
1863942
Ontario Corporation
Unsecured debt in the
amount of $205,184 owed to 1863942 Ontario Corporation, an entity controlled by a shareholder of the Company who is also the officer
and director of our former subsidiary, Megola Canada, was agreed to be acquired by the Company upon the ratification of the divestiture
of Megola Canada effective March 31, 2018. Prior to the appointment of a custodian in 2018, management had agreed verbally to retire
the debt payable to 1863942 Ontario Corporation by the issuance of certain shares, however, the shares were never issued. The amount
was previously reflected on the balance sheets as “Due to Shareholder” and was non-interest bearing and due on demand.
On November 26, 2020,
the Company and 1863942 Ontario Corporation agreed to enter into a formal written promissory note with respect to the total amount due
of $205,184 and executed an unsecured convertible promissory note (the “Note”). The Note bears no interest and is convertible
at any time five days after the issuance date at the election of the holder into shares of common stock at a fixed price of $0.0025 per
share. The Company valued the beneficial conversion feature on the date the Note was issued at the fair market value of the Company’s
common stock and recorded a day one loss totaling the full face value of the Note ($205,184), which amount was immediately expensed.
During the year ended
March 31, 2021, 1863942 Ontario Corporation converted debt in the amount of $146,250 into 58,500,000 shares of common stock pursuant
to the Note.
During the year ended
March 31, 2022, 1863492 Ontario Corporation returned a total of 19,500,000 of the above converted shares of common stock to treasury
and the Company increased the amount of the convertible note by $48,750. There were no further payments or shares issued for debt during
the years ended March 31, 2022 or March 31, 2023.
During the nine months
ended December 31, 2023, 1863942 Ontario Corporation converted a total of $55,000 in debt into 22,000,000 shares of common stock.
As
of December 31, 2023 and March 31, 2023, $52,684 and $107,684 is due on the Note, respectively and is reflected on the balance sheet
as Convertible Note – Related Party.
Review,
Approval and Ratification of Related Party Transactions
Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification
of transactions, such as those described above, with our executive officer(s), director(s) and significant stockholders. We intend to
establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so
that such transactions will be subject to the review, approval or ratification of an appropriate committee of our Board of Directors.
On a moving forward basis, our Board of Directors will continue to approve any related party transactions.
SECURITIES
BEING OFFERED
The
Company is offering the following securities:
| • | 400,000,000 shares
of common stock originally issued by the Company |
The
following is a summary of the rights of our capital stock in our certificate of incorporation, as amended, and bylaws. For more detailed
information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which
this Offering Circular is a part.
Description
of Securities
The
following table summarizes the rights and restrictions applicable to participants in this offering.
| Dividend Rights | |
Participants in this offering will have the same dividend rights as common stockholders in general, as defined by the Company's Bylaws. The Company does not contemplate paying a dividend at this time. |
| Voting Rights | |
Participants in this offering will have the same voting rights as common stockholders in general, as defined by the Company's Bylaws. |
| Liquidation Rights | |
Participants in this offering do not have any special liquidation rights. |
| Preemptive Rights | |
Participants in this offering do not have any special preemptive rights. |
| Conversion Rights | |
Participants in this offering do not have any special conversion rights. |
| Redemption Provisions | |
Participants in this offering do not have any special redemption rights. |
| Sinking Fund Provisions | |
NA |
Liability to Future Calls or
Assessment by the Company | |
Participants in this offering are not liable for capital calls. in the event the Company needs to raise additional capital in the future, participants in this offering will be subject to dilution. |
Restrictions on Transferability
Post-Offering | |
The Company is not placing any restrictions on transferability or sale of shares purchased in this offering. |
Other Special Restrictions on
Securities Offered | |
NA |
Any provision discriminating
against any existing or prospective
holder of such securities as a result
of such securityholder owning a
substantial amount of securities. | |
NA |
| Cumulative Voting Requirements. | |
NA |
Potential for Investor Rights to be
Modified Outside of a Majority
Vote | |
NA |
Potential liabilities imposed on Security holders
Please
see Section II Item 3 Risk Factors for potential liabilities imposed on security holders.
NA.
Part
F/S
The
incorporated annual Financial Statements are prepared in compliance with GAAP.© Copyright
Glass Box Law 2024- All Rights
Reserved
Megola,
Inc.
CONDENSED
FINANCIAL STATEMENTS
For
the Nine Months ended December 31, 2023, and 2022
(Unaudited)
(Stated
in US Dollars)
Megola,
Inc.
Condensed
Balance Sheets
| |
|
December 31,
2023 | |
March 31, 2023 | |
| |
|
| |
| |
| ASSETS |
|
| | |
| | |
| |
|
| | |
| | |
| Current Assets |
|
| | |
| | |
| Cash and cash equivalents |
|
$ | 4,576 | |
$ | 850 | |
| Prepaid Expenses |
|
| 1,017 | |
| 1,087 | |
| Inventory |
|
| 137,851 | |
| 143,830 | |
| Total Current Assets |
|
| 143,444 | |
| 145,767 | |
| Intangible Assets, net amortization of $59,125 and $25,367, respectively |
|
| 866,525 | |
| 900,283 | |
| Total Assets |
|
$ | 1,009,969 | |
$ | 1,046,050 | |
| |
|
| | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
| | |
| | |
| Current Liabilities |
|
| | |
| | |
| Accounts payable and accrued liabilities |
|
$ | 47,084 | |
$ | 32,396 | |
| Advances Payable – related parties |
|
| 115,426 | |
| 82,943 | |
| Loan Payable – related party |
|
| 6,900 | |
| 6,634 | |
| Convertible Notes (Note 6) |
|
| 50,000 | |
| 42,778 | |
| Convertible Note – related party (Note 6) |
|
| 118,608 | |
| 173,608 | |
| Coupon Interest – related party |
|
| 40,343 | |
| 21,507 | |
| Interest Payable |
|
| 2,760 | |
| 889 | |
| Total Current Liabilities |
|
| 381,121 | |
| 360,755 | |
| |
|
| | |
| | |
| Total Liabilities |
|
$ | 381,121 | |
$ | 360,755 | |
| |
|
| | |
| | |
| Stockholders’ Equity |
|
| | |
| | |
Common Stock – authorized 3,000,000,000 shares, $0.001 par value, 291,876,881 and
269,876,881 shares of common stock issued and outstanding at December 31, 2023 and March 31, 2023 respectively |
|
| 291,877 | |
| 269,877 | |
Preferred Stock – authorized 54,000,000 shares, $0.001 par value. 2018 Special
Series A Preferred Shares – authorized 1 share of $0.001 par value, 1 share issued and outstanding |
|
| — | |
| — | |
| Series A Preferred Shares – authorized 200 shares, $0.001 par value, 68 and 70 shares issued and outstanding |
|
| — | |
| — | |
| Series B Preferred Shares – 100 authorized shares $0.001 par value, 6 shares issued and outstanding |
|
| — | |
| — | |
| Series C Preferred Shares – 100 authorized shares, $0.001 par value, 8 shares issued and outstanding |
|
| — | |
| — | |
| Series D Preferred Shares – 5,000,000 authorized shares, $10.00 par value, 100,000 and 0 shares issued and outstanding |
|
| 1,000,000 | |
| 1,000,000 | |
| Series E Preferred Shares – 5,000,000 authorized shares, $5.00 par value, 0 shares issued and outstanding |
|
| — | |
| — | |
| Series F Preferred Shares – 25,000,000 authorized shares, $1.00 par value, 0 and 40,000 shares issued and outstanding |
|
| — | |
| — | |
| Series G Preferred Shares – 10,000,000 authorized shares, $1.00 par value, 0 shares issued and outstanding |
|
| — | |
| — | |
| Additional Paid in Capital |
|
| 499,961 | |
| 466,961 | |
| Accumulated Deficit |
|
| (1162,990) | |
| (1,051,543) | |
| Total Stockholders’ Equity |
|
| 628,848 | |
| 685,295 | |
| Total Liabilities and Stockholders’ Equity |
|
$ | 1,009,969 | |
$ | 1,046,050 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Megola,
Inc.
Condensed
Statements of Operations
| |
Three Months Ended | |
Nine Months Ended | |
| |
December 31, | |
December 31, | |
| |
2023 | |
2022 | |
2023 | |
2022 | |
| |
| |
| |
| |
| |
| Sales |
$ | 2,205 | |
$ | 4,827 | |
$ | 11,205 | |
$ | 13,677 | |
| Cost of Goods Sold |
| 1,245 | |
| 2,113 | |
| 7,787 | |
| 3,261 | |
| Gross Profit |
| 960 | |
| 2,714 | |
| 3,418 | |
| 10,416 | |
| |
| | |
| | |
| | |
| | |
| OPERATING EXPENSES |
| | |
| | |
| | |
| | |
| Professional fees |
| 18,053 | |
| 7,000 | |
| 21,976 | |
| 24,550 | |
| Research and Development |
| 608 | |
| — | |
| 3,566 | |
| — | |
| Bad Debts |
| 10,489 | |
| — | |
| 10,489 | |
| — | |
| Amortization expense |
| 11,293 | |
| 6,301 | |
| 33,758 | |
| 15,137 | |
| Management and consulting fees |
| 1,500 | |
| 368 | |
| 1,500 | |
| 15,546 | |
| Selling, general and administrative expenses |
| 1,950 | |
| 1,340 | |
| 15,381 | |
| 8,000 | |
| Royalties |
| — | |
| 5,400 | |
| — | |
| 5,400 | |
| Total operating expenses |
| 43,893 | |
| 20,409 | |
| 86,670 | |
| 68,633 | |
| |
| | |
| | |
| | |
| | |
| (Loss) from operations |
| (42,933) | |
| (17,695) | |
| (83,252) | |
| (58,217) | |
| |
| | |
| | |
| | |
| | |
| OTHER INCOME (EXPENSE) |
| | |
| | |
| | |
| | |
| Loss on changes in derivative liability |
| — | |
| (5,277) | |
| (7,222) | |
| (15,717) | |
| Gain on debt extinguishment |
| — | |
| — | |
| — | |
| 556 | |
| Gain on foreign exchange |
| — | |
| 24 | |
| — | |
| 7 | |
| Interest expense |
| (7,021) | |
| (6,655) | |
| (20,973) | |
| (17,285) | |
| Total other expense |
| (7,021) | |
| (11,908) | |
| (28,195) | |
| (32,439) | |
| |
| | |
| | |
| | |
| | |
| Net loss |
$ | (49,954) | |
$ | (29,603) | |
$ | (111,447) | |
$ | (90,656) | |
| |
| | |
| | |
| | |
| | |
| |
| | |
| | |
| | |
| | |
| Basic and diluted net loss per share |
$ | (0.00) | |
$ | (0.00) | |
$ | (0.00) | |
$ | (0.00) | |
| |
| | |
| | |
| | |
| | |
| Weighted average shares: basic and diluted |
| 291,876,881 | |
| 269,876,881 | |
| 279,236,881 | |
| 248,628,656 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Megola,
Inc.
Condensed
Statement of Stockholders’ Equity
(Unaudited)
| |
| |
| |
Common Stock | |
| |
| |
|
| |
Preferred
Stock (1) Amount | |
Special
2018 Preferred Stock (2) Amount | |
Shares | |
Amount | |
Additional
Paid-in Capital | |
Deficit | |
Shareholders
Equity |
| Balance March 31, 2023 |
$ | 1,000,000 | |
$ | — | |
| 269,876,881 | |
$ | 269,877 | |
$ | 466,961 | |
$ | (1,051,543) | |
$ | 685,295 |
| Income (Loss) for the period |
| — | |
| — | |
| — | |
| — | |
| — | |
| (32,868) | |
| (32,868) |
| Balance June 30, 2023 |
$ | 1,000,000 | |
$ | — | |
| 269,876,881 | |
$ | 269,877 | |
$ | 466,961 | |
$ | (1,084,411) | |
$ | 652,427 |
| Issuance of common stock |
$ | — | |
$ | — | |
| 22,000,000 | |
$ | 22,000 | |
$ | 33,000 | |
| — | |
| 55,000 |
| Income (Loss) for the period |
| — | |
| — | |
| — | |
| — | |
| — | |
| (28,625) | |
| (28,625) |
| Balance September 30, 2023 |
$ | 1,000,000 | |
$ | — | |
| 291,876,881 | |
$ | 291,877 | |
$ | 499,961 | |
$ | (1,113,036) | |
| 678,802 |
| Income (Loss) for the period |
| — | |
| — | |
| — | |
| — | |
| — | |
| (49,954) | |
| (49,954) |
| Balance December 31, 2023 |
$ | 1,000,000 | |
$ | — | |
| 291,876,881 | |
$ | 291,877 | |
$ | 499,961 | |
$ | (1,1,62,990) | |
$ | 628,848 |
| |
| |
| |
Common
Stock | |
| |
| |
|
| |
Preferred
Stock (1) Amount | |
Special
2018 Preferred Stock (2) Amount | |
Shares | |
Amount | |
Additional
Paid-in
Capital | |
Deficit | |
Shareholders
Equity |
| Balance
March 31, 2022 |
$ | 40,000 | |
$ | — | |
| 235,095,560 | |
$ | 235,095 | |
$ | 384,933 | |
$ | (864,402) | |
$ | (204,374) |
| Issuance
of Series F Preferred |
| 30,000 | |
| — | |
| — | |
| — | |
| (287) | |
| — | |
| 29,713 |
| Issuance
of Series D Preferred |
| 750,000 | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 750,000 |
| Income
(Loss) for the period |
| — | |
| — | |
| — | |
| — | |
| — | |
| (46,113) | |
| (46,113) |
| Balance
June 30, 2022 |
$ | 820,000 | |
$ | — | |
| 235,095,560 | |
$ | 235,095 | |
$ | 384,646 | |
$ | (910,515) | |
$ | 529,226 |
| Conversion
to common stock |
| (55,000) | |
| — | |
| 19,503,544 | |
| 19,504 | |
| 45,362 | |
| — | |
| 9,866 |
| Issuance
of common stock |
| — | |
| — | |
| 15,277,777 | |
| 15,278 | |
| 36,666 | |
| — | |
| 51,944 |
| Income
(Loss for the period) |
| — | |
| — | |
| — | |
| — | |
| — | |
| (14,940) | |
| (14,940) |
| Balance
September 30, 2022 |
$ | 765,000 | |
$ | — | |
| 269,876,881 | |
$ | 269,877 | |
$ | 466,674 | |
$ | (925,455) | |
$ | 576,096 |
| Cancellation
Series F Preferred |
| (15,000) | |
| — | |
| — | |
| — | |
| 287 | |
| — | |
| (14,713) |
| Issuance
Series D Preferred |
| 250,000 | |
| — | |
| — | |
| — | |
| 225,000 | |
| — | |
| 475,000 |
| Voluntary
return Ser. D Preferred |
| (250,000) | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (250,000) |
| Income
(Loss for the period) |
| — | |
| — | |
| — | |
| — | |
| — | |
| (29,603) | |
| (29,603) |
| Balance
December 31, 2022 |
$ | 750,000 | |
$ | — | |
| 269,876,881 | |
$ | 269,877 | |
$ | 691,961 | |
$ | (955,058) | |
$ | 756,780 |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Megola,
Inc.
Condensed
Statement of Stockholders’ Equity
(Unaudited)
(1)
| |
| |
| Preferred
Series A
| |
| Preferred
Series B | | |
Preferred
Series C
| |
|
Preferred
Series D | |
| Preferred
Series E | | |
| Preferred
Series F | |
| Preferred
Series G |
| |
| |
| Shares | |
| Amount | |
| Shares | |
| Amount | | |
| Shares | | |
| Amount | |
| Shares | |
| Amount | |
| Shares | | |
| Amount | | |
| Shares | |
| Amount | |
| Shares | | |
| Amount |
| |
Balance March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023 | |
| 68 | |
$ | — | |
| 6 | |
$ | — | | |
| — | | |
$ | — | |
| 100,000 | |
$ | 1,000,000 | |
| — | | |
$ | — | | |
| — | |
$ | — | |
| — | | |
$ | — |
| |
| |
Preferred
Series A
| | |
Preferred
Series B
| | |
| Preferred
Series C | | |
Preferred
Series D | | |
Preferred
Series E
| | |
Preferred
Series F
| | |
Preferred
Series G
|
| |
| |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
|
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
| Amount | | |
| Shares | | |
Amount |
| |
Balance March 31, 2022 | |
| 68 | | |
$ | — | | |
| 6 | | |
$ | — | | |
|
| 8 | | |
$ | — | | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
| 40,000 | | |
$ | 40,000 | | |
| — | | $ |
— |
| |
Issuance of Series F Preferred | |
| — | | |
| — | | |
| — | | |
| — | | |
|
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 30,000 | | |
| 30,000 | | |
| — | | |
— |
| |
Issuance of Series D Preferred | |
| — | | |
| — | | |
| — | | |
| — | | |
|
| — | | |
| — | | |
| 75,000 | | |
| 750,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
— |
| |
Balance June 30, 2022 | |
| 68 | | |
| — | | |
| 6 | | |
| — | | |
|
| 8 | | |
| — | | |
| 75,000 | | |
| 750,000 | | |
| — | | |
| — | | |
| 70,000 | | |
| 70,000 | | |
| — | | |
— |
| |
Conversion Series F to Common | |
| — | | |
| — | | |
| — | | |
| — | | |
|
| 8 | | |
| — | | |
| 75,000 | | |
| 750,000 | | |
| — | | |
| — | | |
| (55,000) | | |
| (55,000) | | |
| — | | |
— |
| |
Balance September 30, 2022 | |
| 68 | | |
| — | | |
| 6 | | |
| — | | |
|
| 8 | | |
| — | | |
| 75,000 | | |
| 750,000 | | |
| — | | |
| — | | |
| 15,000 | | |
| 15,000 | | |
| — | | |
— |
| |
Cancellation of Series F Preferred | |
| — | | |
| — | | |
| — | | |
| — | | |
|
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (15,000 | ) | |
| (15,000 | ) | |
| — | | |
— |
| |
Issuance of Series D Preferred | |
| — | | |
| — | | |
| — | | |
| — | | |
|
| — | | |
| — | | |
| 25,000 | | |
| 250,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
— |
| |
Voluntary return Series D Preferred | |
| — | | |
| — | | |
| — | | |
| — | | |
|
| — | | |
| — | | |
| (25,000 | ) | |
| (250,000 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
— |
| |
Balance December 31, 2022 | |
| 68 | | |
$ | — | | |
| 6 | | |
$ | — | | |
|
| 8 | | |
$ | — | | |
| 75,000 | | |
$ | 750,000 | | |
| — | | |
$ | — | | |
| — | | |
$ | — | | |
| — | | $ |
— |
(2)
| | |
Special 2018 Series A Preferred |
| | |
Shares | |
Amount |
| | Balance March 31, 2022 | | |
| 1 | |
$ | — |
| | Balance June 30, 2023 | | |
| 1 | |
$ | — |
| | Balance September 30, 2022 | | |
| 1 | |
$ | — |
| | Balance December 31, 2022 | | |
| 1 | |
$ | — |
| | Balance March 31, 2023 | | |
| 1 | |
$ | — |
| | Balance June 30, 2023 | | |
| 1 | |
$ | — |
| | Balance September 30, 2023 | | |
| 1 | |
$ | — |
| | Balance December 31, 2023 | | |
| 1 | |
$ | — |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Megola,
Inc.
Condensed
Statements of Cash Flows
| | |
For the Nine Months ended December 31, |
| | |
2023 | |
2022 |
| | |
| |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
| Net (loss) | |
$ | (111,447 | ) | |
$ | (90,656 | ) |
| Adjustments to reconcile net (loss) to net cash used in operating activities: | |
| | | |
| | |
| Non-cash interest | |
| 7,222 | | |
| 15,717 | |
| (Gain) loss on extinguish debt | |
| — | | |
| (556 | ) |
| Interest expense loan payable | |
| 1,871 | | |
| 1,656 | |
| Interest expense – related party | |
| 19,101 | | |
| 15,608 | |
| Changes in operating assets and liabilities | |
| | | |
| | |
| Decrease to inventory | |
| 5,979 | | |
| 2,526 | |
| Prepaid Expenses | |
| 70 | | |
| 24,900 | |
| Amortization of intangible assets | |
| 33,758 | | |
| 15,137 | |
| Accounts payable and accrued expenses | |
| 14,689 | | |
| 6,210 | |
| Cash provided by (used in) operating activities | |
| (28,757 | ) | |
| (59,238 | ) |
| | |
| | | |
| | |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Cash provided by (used in) investing activities | |
| — | | |
| — | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Convertible note payable | |
| — | | |
| 25,000 | |
| Advances payable – related parties | |
| 32,483 | | |
| 28,490 | |
| Cash provided by (used in) financing activities | |
| 32,483 | | |
| 53,490 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| INCREASE (DECREASE) IN CASH | |
| 3,726 | | |
| (5,748 | ) |
| CASH AT BEGINNING OF YEAR | |
| 850 | | |
| 15,788 | |
| CASH AT END OF PERIOD | |
$ | 4,576 | | |
$ | 10,040 | |
| | |
| | | |
| | |
| Supplemental Disclosure of Cash Flow Information | |
| | | |
| | |
| Series D Preferred Stock issued for intangible asset purchases | |
$ | — | | |
$ | 922,257 | |
| Shares issued to settle principle of convertible debt | |
$ | 55,000 | | |
$ | 50,000 | |
| Shares issued to settle interest payable | |
$ | — | | |
$ | 2,500 | |
| License fees paid with the issuance of preferred stock | |
$ | — | | |
$ | 29,427 | |
| Inventory acquired through issuance of common stock | |
$ | — | | |
$ | 52,743 | |
| Series F Preferred Stock issued for intangible asset purchase | |
$ | — | | |
$ | 15,000 | |
| | |
| | | |
| | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
1 - NATURE OF OPERATIONS
Description
of Business:
Historical
Information:
Megola,
Inc. ("Megola" or "the Company") was incorporated in the State of Nevada under the name SuperiorClean, Inc. on March
29, 2001 to franchise and support third party carpet cleaning operations.
On
September 25, 2003, the Company changed its name to Megola, Inc. pursuant to an acquisition agreement with Megola, Inc., an Ontario company
(“Megola Canada”). On November 26, 2003, the Company and Megola Canada completed the agreement by way of a reverse acquisition.
Megola Canada was formed to sell physical water treatment devices to a wide range of end-users in the United States, Canada and internationally
under a license granted by Megola GmbH in Germany. Megola operated up until March 2016 when it no longer had the financial resources
to continue to meet its ongoing obligations in the normal course and was subsequently struck in the State of Nevada.
The
Company was reinstated on May 9, 2019 and on May 17, 2018, the 8th District Court for Clark County, Nevada, entered an Order
granting the application for custodianship of Megola, Inc. to International Venture Society, LLC.
On
September 24, 2018, Mr. William Eric Ottens paid $50,000 to the then controlling shareholder for 1 share of Special 2018 Series A Preferred
Shares. This effected a change of control, and Mr. Ottens became the sole officer and director of the Company.
Current
Information:
On
September 25, 2018, the Company entered into a formal agreement to ratify the divestiture of the shares of our former controlled subsidiary,
Megola Canada, in agreement with 1863942 Ontario Corporation, an entity controlled by the officer and director of Megola Canada who is
also a shareholder of the Company. Under the terms of the agreement, the Company transferred the shares of Megola Canada to 1863942 Ontario
Corporation and assumed certain debts incurred in prior periods in the amount of $205,184 which were paid by 1863942 Ontario Corporation.
On
December 24, 2018, effective February 13, 2019, the Custodianship of Megola, Inc. in the State of Nevada was discharged.
On
January 25, 2020, the Board of Directors of the Company and the majority shareholder of the Company approved an Amendment to the Articles
of Incorporation whereby the Company designated a series of Preferred Shares, being Series D, E, F and G. Concurrently they approved
the cancellation of the 2018 Special Series B and D shares of preferred stock upon their return to treasury. Further the Company received
and approved the consents of Mr. Rodney Nettles and Mr. Bob Gardiner to serve as members of the Board of Directors of the Company, such
action to take place upon the Company filing all required reports with OTCMarkets. The aforementioned Certificate of Amendment was filed
with the State of Nevada on February 28, 2020.
On
January 30, 2020, Mr. Ottens entered into an agreement with Mr. Rodney Nettles, whereunder he agreed to sell his 1 share of 2018 Special
Series A Preferred Stock for cash consideration of $50,000. Further to this agreement, certain shareholders holding the 2018 Special
Series B and the 2018 Special Series D Preferred stock agreed to cancellation of their shares for cumulative cash consideration of $15,000
from Mr. Nettles upon closing of the sale of the 2018 Special Series A Preferred Stock, all of which transactions are dependent upon
the filing of all reports required with OTC Markets. The transactions contemplated by this agreement closed during the period covered
by this report.
On
May 21, 2020, Mr. William Eric Ottens resigned as the sole officer and director of the Company, and concurrently, Mr. Robert Gardiner
was appointed President and a director and Mr. Rodney Nettles was appointed Secretary/Treasurer and a director. As at the date of this
report Mr. Ottens continues to be the controlling shareholder of the Company.
On
August 24, 2020, the Board of Directors of the Company appointed Mr. Mark Suchy and Mr. Samuel Chiang to the Board of Directors of the
Company.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
1 - NATURE OF OPERATION (CONTINUED)
Description
of Business:
Current
Information (continued):
On
October 8, 2020, the Company entered into a definitive contract for the purchase and sale of certain business assets with Scar Capital
LLC, whereby the Company acquired intellectual property and patents pending to a deodorizing sanitizing ozone unit known as “The
Stink Genie” (“Genie”), as well as inventory on hand. Under the terms of the contract, the Company was required to
pay $70,000 for the inventory and intellectual property related to Genie and to issue20,000 shares of Series F Convertible Preferred
Stock at $1 per share for a total of $20,000. During the period ended December 31, 2020, the Company sold sufficient inventory and allocated
all of the proceeds to fund the required payment of $70,000, and on December 10, 2020, the Company issued 20,000 shares of Series F Convertible
Preferred stock.
On
October 8, 2020, the Company entered into a definitive contract for the purchase and sale of business assets with Balance2day LLC (“B2D”).
Under the terms of the agreement B2D sold to the Company certain inventory on hand owned by B2D for the cash purchase price of $20,000
due and payable by March 31, 2021 and the issuance of 20,000 shares of Series F Preferred stock valued at $1.00 per share. B2D is a company
producing and selling a line of hemp extract products designed for athletes and individuals leading an active lifestyle. The products
are THC free and legal in all 50 states. During the period ended December 31, 2020, the Company sold sufficient inventory and allocated
all of the proceeds to fund the required payment of $20,000 and on December 10, 2020, the Company issued 20,000 shares of Series F Convertible
Preferred stock.
On
October 13, 2020, the share acquisition between Rodney Nettles and William Eric Ottens was finalized and 1 share of Special Series A
Preferred stock was transferred to Mr. Nettles, thus effecting a change in control of the Company. Concurrently, a total of 10,000,000
shares of 2018 Special Series B Preferred stock were returned to the Company and canceled. On November 24, 2020 the holder of 20,000,000
shares of 2018 Special Series D Preferred Stock also returned their shares for cancelation. The impact of the return and cancelation
of the 10,000,000 2018 Special Series B and 20,000,000 Special Series D Preferred stock was retroactively applied as at September 30,
2020.
On
October 19, 2020, Mr. Paul Cohen and Mr. John MacLeod were appointed to the Advisory Board of the Company.
On
July 19, 2021, two shareholders holding shares of Series A Preferred stock converted 1 share each and received 250 shares of common stock
each increasing the issued and outstanding common stock of the Company by 500 shares.
During
the year ended March 31, 2022, 1863942 Ontario Corp. returned a total of 19,500,000 shares of the Company’s common stock to treasury
for cancellation that had previously been issued in settlement of a portion of their convertible note with the Company, thus increasing
the amount of the convertible note by $48,750.
The
Company exited from shell status in October 2020 concurrent with the acquisition of certain assets and the commencement of sales of the
acquired products as part of our ongoing operations. The Company is currently transitioning the e-commerce sites and sourcing new merchant account providers
while continuing to sell products existing products.
The
Company exited from shell status in October 2020 concurrent with the acquisition of certain assets and the commencement of sales of the
acquired products as part of our ongoing operations. The Company is currently transitioning the e-commerce sites and sourcing new merchant account providers
while continuing to sell products existing products.
On
February 22, 2022, Megola entered into an agreement with RGB Wholesale whereby Megola has been granted a license to access certain branding,
label and supply agreements for various Specialty Coffee Product lines, for $15,000 by way of the issuance of 15,000 shares of the Company’s
Series F Preferred stock, par value $1.00 per share. The shares were issued on May 24, 2022, and valued at cost, and the Company capitalized
the value of the supply agreement and licensing rights. Subsequently on March 31, 2023 the Company determined to fully impair this asset
due to a delay in initiating operations under the acquired license.
On
March 11, 2022, Megola entered into an agreement with Medesol Global Inc, (“Medesol”) whereby Megola has been granted a license
and exclusive marketing rights to Sio2 Proteksol Coatings in consideration of $15,000, payable by way of the issuance of 15,000 shares
of the Company’s Series F Preferred stock, par value $1.00 per share.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
1 - NATURE OF OPERATION (CONTINUED)
Description
of Business:
Current
Information (continued):
The
shares were issued on May 24, 2022, and valued at fair market value using the if converted method, and the Company capitalized the value
of the License and Marketing rights. On September 19, 2022, we entered into an asset acquisition agreement with Medesol whereunder we
acquired certain additional product lines, inventory, manufacturing rights and other assets for the issuance of 25,000 shares of the
Series D Preferred stock, par value $10 per share, and the concurrent cancelation of the 15,000 Series F Preferred shares previously
issued in May 2022. The 25,000 shares of Series D Preferred stock were issued on December 27, 2022, completing the terms of the asset
acquisition agreement and were valued at $250,000. Acquired inventory was valued at $52,743 with the remaining value attributed to intangible
assets in the amount of $197,257.
On
March 22, 2022, the Board of Directors of the Company appointed Mark Pacchini, Simon Johnston, Prof. Jeffrey F. Williams Ph.D., and Bruce
Johnston to company Advisory Board positions.
On
March 28, 2022, Megola announced that it had entered into a letter of intent with GS Capital Blends LLC, a company with officers, directors
and shareholders in common, regarding the Purchase and License of Intellectual Property, Product Lines, Manufacturing and Other Specified
Assets of GS Capital Blends LLC. On May 24, 2022, we issued a total of 75,000 Series D Preferred shares (the “Acquisition shares”),
par value $10 per share in respect to the aforementioned agreement. We valued the transaction at cost on the acquisition date and capitalized
the intellectual property as intangible assets. Subsequently we entered into an amendment to the original agreement (the “Amendment”)
reducing the number of acquisition shares to 50,000, extending the terms of a lock-up provision (the “Lock-up”) with respect
to the conversion of the Acquisition shares to December 31, 2024, and granting GS Capital Blends a coupon of 5% on the par value of the
Acquisition shares, or $500,000 through termination of the Lock-up. Under the terms of the Amendment, the 25,000 shares of Series D Preferred
stock were deemed canceled and returned to treasury retroactive to the original agreement date, or May 24, 2022.
On
January 3, 2023, Samuel Chiang resigned as a director and Rodney Nettles resigned as director, secretary and treasurer. Mark Suchy, director,
was appointed to serve as secretary and treasurer. Mr. Nettles continues to be the Company’s controlling shareholder.
On
January 3, 2023, the Company appointed Joshua Johnston to serve as COO and CFO of the Company. Joshua brings two decades of experience
building and launching brands and products in the consumer goods industry, as well as a solid background in operations leadership and
complex capital market transactions including M&A and IPOs. His authentic and data-driven approach to achieving aggressive business
growth has also benefited his companies in the areas of capital raising and global expansion. Joshua holds a Master of Business Administration,
with a focus in Technology Management, from the University of Washington where he continues to serve as a mentor for current students.
On
February 3, 2023, the Company closed a Definitive Contract for the Exclusive License/Manufacturing of certain MedeSol Global Inc. product
lines for a cash payment of $25,000, paid in November 2022, and the issuance of 25,000 shares of the Company’s Series D Preferred
stock, par value $10 per share. We valued the transaction at $275,000 including cash consideration on the acquisition date and capitalized
$76,144 with respect to acquired inventory and allocated $198,856 to intangible assets.
NOTE
2 – GOING CONCERN
The
Company has $4,576 cash on hand, product inventory valued at $137,851 and prepaid expenses of $1,017 for total current assets of $143,444
and current liabilities of $381,121 on December 31, 2023, and we have incurred operating losses to date. While sales have commenced with
respect to acquired inventory and product licenses, funds generated from these sales were not sufficient to pay debt and fund ongoing
operations. We have limited cash on hand. The Company expects that as it expands its planned scope of business and works to increase
revenues, it will continue to incur operating losses. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. The Company’s operations have been funded to date by management and shareholders, save for the acquisition
costs to purchase certain assets, licensing and intellectual property rights which were partially funded from the sales of acquired product
inventory and through the issuance of shares of the Company’s preferred stock. The Company expects this funding to continue until
such time as it can acquire a profitable operating business or undertake a financing. There can be no assurance that the Company will
continue to receive this funding from management or shareholders, will be able to generate sufficient revenue from sales of products
or that the funding received or generated will be sufficient to pay for its ongoing operations. Management’s plans for the continuation
of the Company as a going
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
2 – GOING CONCERN (CONTINUED)
concern
includes successful operation of its recently acquired assets in order to attain profitable operations, the development of a commercially
viable business, and financing of the Company’s operations through sale of its common stock, as well as shareholder and management
advances until such time as it has established profitable operations.
The
financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary
for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in
the event the Company cannot continue in existence.
NOTE
3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The
preparation of financial statements in conformity with Generally Accepted Accounting Principles (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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE
4 – SUMMARY OF ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (US GAAP). In
the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments
are of a normal recurring nature.
Fiscal
Year-End
The
Company has selected March 31 as its fiscal year-end.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Intangible
Assets
Intangible
assets reflect the purchase price of various intangible assets including intellectual property rights to various commercial products
and process technology, patents, other rights and licensing agreements acquired. The Company has implemented the Business Combinations
Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill
and Other. Intangible assets acquired are amortized over their useful life, which the Company has determined to be twenty (20)
years. The Company expenses costs to maintain or extend intangible assets as incurred.
The
Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable.
We measure the recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets
are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount
by which the carrying value of the asset exceeds its fair value. The Company recorded impairment of $0 and $15,000 with respect to certain
intangible assets on December 31, 2023 and March 31, 2023, respectively.
Impairment
of Long-Lived Assets
Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.
Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair
value. During the nine months ended December 31, 2023 and 2022, there was no impairment of long-lived assets.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
4 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Fair
Value of Financial Instruments
The
Company follows the fair value measurement rules, which provide guidance on the use of fair value in accounting and disclosure for assets
and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value
hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation
techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority).
Level 1—Unadjusted
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date.
Level 2—Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability
(i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data
by correlation or other means (market corroborated inputs).
Level 3—Inputs
are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability.
The Company develops these inputs based on the best information available.
Investments
are reflected in the accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued
expenses approximates fair value due to the short-term nature of those instruments. The estimated
fair values for financial instruments are determined at discrete points in time based on relevant market information. These
estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts
payable, and accrued liabilities approximate fair value given their short-term nature or effective interest rates, which constitutes
level three inputs.
Basic
and Diluted Loss Per Share
In
accordance with ASC Topic 260 – "Earnings Per Share," the basic loss per common share is computed by dividing the net
loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed
similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common
stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were
dilutive.
Potential
common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method),
convertible notes, classes of shares with conversion features, stock awards and stock options. The computation of loss per share for
the comparative periods excludes potentially dilutive securities of underlying preferred shares if their inclusion would be antidilutive.
During the nine months ended December 31, 2023 and 2022 the Company recorded net losses and therefore, inclusion of potentially dilutive
securities would be antidilutive and are excluded from the statement of profit and loss. The table below reflects the potentially dilutive
securities at the nine months ended December 31, 2023 and 2022.
| | |
December 31, 2023 | |
December 31,
2022 |
| Series A Preferred Stock | |
| 350 | |
| 350 |
| Series B Preferred Stock | |
| 495 | |
| 495 |
| Series C Preferred Stock | |
| 660 | |
| 660 |
| Series D Preferred Stock | |
| 1,000,000,000 | |
| 750,000,000 |
| Series F Preferred Stock | |
| — | |
| 18,891,566 |
| Convertible Notes | |
| 58,531,124 | |
| 67,760,307 |
| Total | |
| 1,058,532,629 | |
| 836,653,378 |
Revenue
Recognition
The
Company applies ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial
sales of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract;
and (5) recognize revenue when each performance obligation is satisfied.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
4 – SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Revenue
Recognition (Continued)
The
Company recognizes revenue when the earnings process is complete and persuasive evidence of an arrangement exists. This generally occurs
when a purchased product has been shipped to a customer from our fulfilment center at which time both title and the risks and rewards
of ownership are transferred to and accepted by the customer, and the selling price has been collected.
Inventory
Inventories, which
consist of finished, saleable goods, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out
method and is adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses. We also hold raw materials in inventory which are valued
at cost. During the nine months ended December 31, 2023 and 2022, the Company did not record any impairment to inventory.
Warranty
We
do not record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the applicable
limited warranty as all component parts are covered by our respective industry suppliers. We hold on hand sufficient replacement units
for customer product replacement should the need arise in order to meet expected customer service terms. While we offer a return policy
which includes a 30-day money back guarantee, in the most recent two years of product sales there have been no product returns and therefore
we have not recorded a liability for any warranty obligations. We assess the need for warranty and return liabilities at each report
date.
Advertising
Costs
The
Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with
ASC 720-35. There were no advertising costs incurred during the nine months ended December 31, 2023, and 2022.
Research
and Development Costs
The
Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". Research
and development costs during the nine months ended December 31, 2023, and 2022 were $3,566
and nil, respectively.
Stock
Settled Debt
In
certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is
priced at a fixed discount to the trading price of the Company’s common shares as traded on the over-the-counter market.
In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt
for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of December 31, 2023
and March 31, 2023, the Company had recorded within Convertible Notes, net of discount, $25,000 and $25,000 for the value of the stock
settled debt for certain convertible notes (see Note 6).
Income
Taxes
Income
taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the
end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation
allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not
be realized.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
5 – ASSET ACQUISITIONS and INTANGIBLE ASSETS
Intellectual
Property and Technology from GS Capital Blends LLC
On
March 28, 2022, Megola announced that it had entered into a letter of intent with GS Capital Blends LLC, a company with officers, directors
and shareholders in common, regarding the Purchase and License of Intellectual Property, Product Lines, Manufacturing and Other Specified
Assets of GS Capital Blends LLC. On May 24, 2022, we issued a total of 75,000 Series D Preferred shares (the “Acquisition shares”),
par value $10 per share in respect to the aforementioned agreement. We valued the transaction at cost on the acquisition date and capitalized
the intellectual property as intangible assets. Subsequently we entered into an amendment to the original agreement (the “Amendment”)
reducing the number of acquisition shares to 50,000, extending the terms of a lock-up provision (the “Lock-up”) with respect
to the conversion of the Acquisition shares to December 31, 2024, and granting GS Capital Blends a coupon of 5% on the par value of the
Acquisition shares, or $500,000 through termination of the Lock-up. Under the terms of the Amendment, the 25,000 shares of Series D Preferred
stock were deemed canceled and returned to treasury retroactive to the original agreement date, or May 24, 2022. We valued the transaction
at cost on the acquisition date and capitalized $500,000 as intangible assets.
Intellectual
Property and Technology from RBG Wholesale
On
May 24, 2022, Megola closed a Contract for the Purchase and Sale of Business Assets from RBG Wholesale with RBG Wholesale (“RBG”),
a company with officers, directors and shareholders in common by way of the issuance of 15,000 shares of the Company’s Series F
Preferred stock, par value $1.00 per share. The Company has been granted a license to access certain branding, label and supply agreements
for various Specialty Coffee Product lines. We valued the transaction at cost on the acquisition date and capitalized $15,000 as intangible
assets.
Intellectual
Property and Technology and Inventory from Medesol Global Inc.
On
May 24, 2022, Megola closed a Purchase and Sale of Business Assets Contract with MedeSol Global Inc (“MedeSol’) and issued
15,000 shares of the Company’s Series F Preferred stock, par value $1.00 per share. Further, on December 27, 2022, the Company
amended the original Purchase and Sale of Business Assets Contract with a Definitive Contract for the Exclusive License/Manufacturing
of certain MedeSol Global Inc. product lines, which agreement superseded the prior agreement and closed upon issuance of 25,000 shares
of the Company’s Series D Preferred stock, par value $10 per share, and the concurrent cancelation of the 15,000 shares of Series
F Preferred stock issued previously. We valued the transaction on the acquisition date at $250,000 and capitalized $52,743 with respect
to acquired inventory and allocated $197,257 to intangible assets.
On
February 3, 2023, the Company closed a Second Definitive Contract for the Exclusive License/Manufacturing of certain MedeSol Global Inc.
product lines for a cash payment of $25,000, paid in November 2022, and the issuance of 25,000 shares of the Company’s Series D
Preferred stock, par value $10 per share. We valued the transaction on the acquisition date at $275,000 including the cash consideration
and capitalized $76,144 with respect to acquired inventory and allocated $198,856 to intangible assets.
Purchase
price allocation is as follows:
| | |
In Fiscal Year Ended March 31, 2023
$ |
| Allocation: | |
| |
| Inventory acquired at fair market value | |
| 128,887 |
| Intangible assets acquired | |
| 911,113 |
| Total assets purchased | |
| 1,040,000 |
| | |
| |
| Consideration paid: | |
| |
| Series F Convertible Preferred shares, 15,000 shares issued, par value $1.00 | |
| 15,000 |
| Series D Convertible Preferred shares, 100,000 shares issued, par value $10.00 | |
| 1,000,000 |
| Cash paid | |
| 25,000 |
| Total | |
| 1,040,000 |
The
purchase accounting for the certain of the above transactions remain incomplete as management continues to gather and evaluate information
about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement
period is not to exceed 12 months from the respective dates of acquisition.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
5 – ASSET ACQUISITIONS and INTANGIBLE ASSETS (Continued)
Intangible
assets are amortized over their useful life, determined to be twenty (20) years, as set out below:
| | |
Capitalized value,
Intangible Assets |
| Open, March 31, 2022 | |
$ | 29,538 |
| Additions: | |
| |
| Intangible assets acquired | |
| 911,113 |
| Impairment | |
| — |
| Amortization | |
| (15,137) |
| Balance, December 31, 2022 | |
$ | 925,514 |
| | |
| |
| Open, March 31, 2023 | |
$ | 900,283 |
| Additions: | |
| |
| Intangible assets acquired | |
| — |
| | |
| — |
| Amortization | |
| (33,758) |
| Balance, December 31, 2023 | |
$ | 866,525 |
NOTE
6 – CONVERTIBLE NOTE
(1)
On December 15, 2021, the Company executed a Convertible Promissory Note (the “CPN”) with a third party who provided a loan
in the amount of $25,000. The CPN was for a six month term, bearing interest at 15% per annum and was convertible into shares of common
stock of the Company based on the following: Upon Maturity, the Company shall pay the entire $25,000 principal, plus any accrued and
unpaid interest, back to the Lender, or at any time from the original date of the CPN the Lender may choose to convert the unpaid balance
of the CPN, and any accrued interest thereon, into shares of the Company’s Common Stock at a fifty percent (50%) discount off of
the lowest volume weighted average price ( “VWAP”) price for the Company’s common stock during the Ten (10) trading
days immediately preceding conversion date, as reported by Quote stream.
Effective
December 15, 2021, the date of the CPN, Company recorded $25,000 as the liability on stock settled debt which
amount was amortized over the term of the notes.
On
September 15, 2022, the Company issued a total of 15,277,777 shares of common stock at a conversion price of $0.0018 per share in settlement
of the CPN and all accrued and unpaid interest.
The
carrying value, net of accrued interest, is as follows:
| | |
| December 31,
2023 | | |
| March 31,
2023 |
| Principal issued | |
$ | — | | |
$ | — |
| Stock-settled liability | |
| — | | |
| — |
| | |
| — | | |
| — |
| Unamortized debt discount | |
| — | | |
| — |
| | |
$ | — | | |
$ | — |
Interest
expense in the nine months ended December 31, 2023 and 2022, is as follows:
| | |
For the Nine Months Ended |
| | |
December 31, |
| | |
2023 | |
2022 |
| Interest expense on notes | |
$ | — | |
$ | 1,411 |
| Amortization of debt discount | |
| — | |
| 10,440 |
| Total: | |
$ | — | |
$ | 11,851 |
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
6 – CONVERTIBLE NOTE (Continued)
The
accrued interest payable on extinguishment is as follows:
| | |
|
| Balance, March 31, 2022 | |
$ | 1,089 |
| Interest expense on the convertible notes | |
| 1,411 |
| Converted to common stock | |
| (2,500) |
| Balance, March 31, 2023 | |
$ | — |
Gain
related to extinguishment during the fiscal year ended March 31, 2023:
| | |
|
| Debt principal | |
$ | 25,000 |
| Stock-settled liability | |
| 25,000 |
| Interest payable | |
| 2,500 |
| Issuance of 15,277,777 shares of common stock | |
| (51,944) |
| Gain on extinguishment of debt upon conversion | |
$ | 556 |
(2)
On November 23, 2022, the Company executed a Convertible Promissory Note (the “CPN”) with a third party who provided a loan
in the amount of $25,000. The CPN is for a six month term, bears interest at 10% per annum and is convertible into shares of common stock
of the Company based on the following: Upon Maturity, the Company shall pay the entire $25,000 principal, plus any accrued and unpaid
interest, back to the Lender, or at any time from the original date of the CPN the Lender may choose to convert the unpaid balance of
the CPN, and any accrued interest thereon, into shares of the Company’s Common Stock at a fifty percent (50%) discount off of the
lowest volume weighted average price ( “VWAP”) price for the Company’s common stock during the Ten (10) trading days
immediately preceding conversion date, as reported by Quote stream. The CPN is currently in default.
Effective
November 23, 2022, the date of the CPN, Company recorded $25,000 as the liability on stock settled debt which
amount is amortized over the term of the notes.
The
carrying value, net of accrued interest, is as follows:
| | |
December 31,
2023 | |
March 31,
2023 |
| Principal issued | |
$ | 25,000 | |
$ | 25,000 |
| Stock-settled liability | |
| 25,000 | |
| 25,000 |
| | |
| 50,000 | |
| 50,000 |
| Unamortized debt discount | |
| — | |
| (7,222) |
| | |
$ | 50,000 | |
$ | 42,778 |
Interest
expense in the nine months ended December 31, 2023 and 2022 is as follows:
| | |
For the Nine Months Ended |
| | |
December 31, |
| | |
2023 | |
2022 |
| Interest expense on notes | |
$ | 1,871 | |
$ | — |
| Amortization of debt discount | |
| 7,222 | |
| — |
| Total: | |
$ | 9,093 | |
$ | — |
The
accrued interest payable is as follows:
| Balance, March 31, 2023 | |
$ | 889 |
| Interest expense on the convertible notes | |
| 1,871 |
| Balance, December 31, 2023 | |
$ | 2,760 |
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
7 - RELATED PARTY TRANSACTIONS
William
Eric Ottens
Mr.
William Eric Ottens, our former controlling shareholder and former officer and director, provided funding for operations in the amount
of $12,498. During the nine months ended December 31, 2020, Mr. Ottens entered into a loan agreement in the amount of $12,498 which reflected
the amount of his advances payable as at March 31, 2020. The loan was for a period of nine months from May 21, 2020 and bears interest
at 6% per annum. On May 31, 2020, Mr. Ottens agreed to forgive $6,249 of the loan outstanding, leaving a principal balance of $6,249
on the loan. During the year ended March 31, 2021, Mr. Ottens made additional advances to the Company in the amount of $1,250, which
amount was paid in full as at March 31, 2021.
The
Company accrued interest of $341 on the remaining balance of the loan during the year ended March 31, 2021, paid $245 in interest payments
and a total of $417 against principal leaving an outstanding loan balance of $5,928 at March 31, 2021. During the year ended March 31,
2023 and 2022, the Company accrued interest of $353 annually, with no repayments, bringing the balance outstanding as at March 31, 2023
to $6,634 (March 31, 2022 - $6,281).
During
the nine months ended December 31, 2023, the Company accrued interest of $266, with no repayments, bringing the outstanding balance to
$6,900 at December 31, 2023.
Robert
Gardiner
Mr.
Gardiner joined the Board of Directors and became an officer on May 21, 2020.
During
the year ended March 31, 2022, Mr. Gardiner charged the Company $24,345 in consulting fees and $746 in expenses which amounts were fully
paid.
During
the year ended March 31, 2023, Mr. Gardiner charged the Company $15,392 in consulting fees which amounts were fully paid.
During
the nine months ended December 31, 2023, the Company did not incur any additional fees from Mr. Gardiner. At December 31, 2023, the amount
owing to Mr. Gardiner was $0.
RBG
Wholesale
On
May 24, 2022, the Company issued 15,000 shares of Series F Preferred stock under the terms of an acquisition agreement discussed more
fully above in Note 5. Mr. Robert Gardiner, an officer and director of the Company, is a partner in RGB Wholesale. On March 31, 2023,
the Company determined to fully impair this asset in the amount of purchase price valued at $15,000 due to a delay in initiating operations
pursuant to the aforementioned license agreement.
On
September 15, 2022, RGB Wholesale converted 15,000 shares of Series F Preferred stock to 5,219,148 shares of the Company’s common
stock at a conversion price of $0.00282 per share.
Rodney
Nettles
Mr.
Nettles joined the Board of Directors and become an officer on May 21, 2020 and became the controlling shareholder of the Company during
October 2020. On January 3, 2023, Mr. Nettles resigned all positions with the Company and continues to be the controlling shareholder.
GS
Capital Blends LLC
At
March 31, 2021, GS Capital Blends LLC (“GSCB”), a company with officers, directors and shareholders in common, was owed a
total of $53,921 for advances payable.
During
the year ended March 31, 2022, GSCB advanced $109,148 to the Company and was repaid a total of $107,644 which included the conversion
of $65,924 of the debt into a convertible promissory note as described below for net advances of $1,503 bringing the amount owed as advances
payable to $55,424. The convertible note in the amount of $65,924 bears no interest, is payable on demand and is convertible at $0.005
per share. On the date of issuance, the Company recorded a beneficial conversion feature equal to the face value of the note, which amount
was immediately expensed.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
7 - RELATED PARTY TRANSACTIONS (CONTINUED)
GS
Capital Blends LLC (Continued)
During
the fiscal year ended March 31, 2023, GSCB advanced $34,588 to the Company of which $10,000 was a cash deposit to the corporate bank
account and the balance were expenses paid on behalf of the Company by GSCB directly. Of this amount, GSCB was repaid a total of $7,094
for net advances provided during the year of $27,494.
During
the nine months ended December 31, 2023, GSCB advanced $28,823 to the Company with no repayments. As at December 31, 2023 advances payable
to GSCB totaled $111,741 (March 31, 2023-$82,918).
| | |
December 31, 2023 | |
March 31, 2023 |
| Convertible note – related party | |
$ | 65,924 | |
$ | 65,924 |
| Advances – related parties | |
| 111,741 | |
| 82,918 |
| | |
$ | 177,665 | |
$ | 148,842 |
Intellectual
Property and Technology from GSCB
As
discussed in Note 5 above, during the year ended March 31, 2022 the Company issued 500,000 shares of Series D preferred stock to GS Capital
Blends as consideration with respect to an agreement, and amendments thereto, for the Purchase and License of Intellectual Property,
Product Lines, Manufacturing and Other Specified Assets (the "Agreement"). Under the terms of the Agreement GS Capital Blends
was granted a coupon of 5% on the par value of the Acquisition shares, or $500,000, through termination of a Lock-up on December 31,
2024. During the nine months ended December 31, 2023 and 2022, the company recorded $40,343 and $15,342, respectively, as accrued coupon
payments with respect to the Agreement, which amounts are included on the balance sheet as Coupon interest payable – related party.
1863942
Ontario Corporation
Unsecured
debt in the amount of $205,184 owed to 1863942 Ontario Corporation, an entity controlled by a shareholder of the Company who is also
the officer and director of our former subsidiary, Megola Canada, was agreed to be acquired by the Company upon the ratification of the
divestiture of Megola Canada effective March 31, 2018. Prior to the appointment of a custodian in 2018, management had agreed verbally
to retire the debt payable to 1863942 Ontario Corporation by the issuance of certain shares, however, the shares were never issued. The
amount was previously reflected on the balance sheets as “Due to Shareholder” and was non-interest bearing and due on demand.
On
November 26, 2020, the Company and 1863942 Ontario Corporation agreed to enter into a formal written promissory note with respect to
the total amount due of $205,184 and executed an unsecured convertible promissory note (the “Note”). The Note bears no interest
and is convertible at any time five days after the issuance date at the election of the holder into shares of common stock at a fixed
price of $0.0025 per share. The Company valued the beneficial conversion feature on the date the Note was issued at the fair market value
of the Company’s common stock and recorded a day one loss totaling the full face value of the Note ($205,184), which amount was
immediately expensed.
During
the year ended March 31, 2021, 1863942 Ontario Corporation converted debt in the amount of $146,250 into 58,500,000 shares of common
stock pursuant to the Note.
During
the year ended March 31, 2022, 1863492 Ontario Corporation returned a total of 19,500,000 of the above converted shares of common stock
to treasury and the Company increased the amount of the convertible note by $48,750. There were no further payments or shares issued
for debt during each of the years ended March 31, 2023 and 2022.
During
the nine months ended December 31, 2023, 1863942 Ontario Corporation converted a total of $55,000 in debt into 22,000,000 shares of common
stock.
At
December 31, 2023 and March 31, 2023, $52,684 and $107,684 is due on the Note, respectively and is reflected on the balance sheet as
Convertible Note – Related Party.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
7 - RELATED PARTY TRANSACTIONS (CONTINUED)
Mark
Suchy
During
the fiscal year ended March 31, 2023, Mr. Suchy, an officer and director of the Company, advanced a total of $25 to the Company. During
the nine months ended December 31, 2023, Mr. Suchy advanced a further $3,660 to the Company. At December 31, 2023 and March 31, 2023,
the amounts of $3,685 and $25, respectively remained due to Mr. Suchy and is reflected on the balance sheet as Advances payable –
related parties.
Joshua
Johnston
During
the nine months ended December 31, 2023, Mr. Johnston, an officer and director of the Company and a company of which he is an officer
and director, paid operating expenses for the benefit of the Company totaling $5,509. At December 31, 2023 $5,419 remained outstanding
and is reflected on the balance sheet as accounts payable.
NOTE
8 – COMMON AND PREFERRED STOCK
Preferred
Stock:
The
Company has authorized 54,000,000 shares of Preferred Stock, at various par values, of which 100 shares are designated as Series A Preferred,
200 shares are designated as Series B Preferred, 100 shares are designated as Series C Preferred, 5,000,000 shares are designated as
Series D Preferred, 5,000,000 shares are designated as Series E Preferred, 25,000,000 shares are designated as Series F Preferred, and
10,000,000 shares are designated as Series G Preferred. The Company has also designated a 2018 Special Series of Preferred stock. As
at December 31, 2023, we have 1 share designated as 2018 Special Series A Preferred Stock.
2018
Special Series A Preferred Shares:
There
is one (1) share of 2018 Special Series A Preferred stock, $0.001 par value authorized which carries the right to 51% voting control
of the Company.
At
December 31, 2023 and March 31, 2023, there was one (1) share of 2018 Special Series A Preferred stock issued and outstanding.
Series
A Preferred Shares:
There
are a total of 200 shares of Series A Preferred Stock, $0.001 par value authorized. All shares of Preferred Series “A” stock
held 12 months are eligible for conversion to common stock at a conversion price set at $0.20 cents per share and the Company has the
right
to
effect a mandatory conversion of the Series A Preferred stock 24 months from the date of issuance of the Series A Preferred stock. Each
Preferred Series “A” share is entitled to cast 100 votes in a shareholder meeting.
On
July 19, 2021, two shareholders holding shares of Series A Preferred stock converted 1 share each and received 250 shares of common stock
each increasing the issued and outstanding common stock of the Company by 500 shares.
At
December 31, 2023 and March 31, 2023, there were a total of 68 shares of Series A Preferred Stock issued and outstanding
Series
B Preferred Shares:
There
are a total of 100 shares of Series B Preferred Stock, $0.001 par value, authorized. All shares of Preferred Series “B” stock
are convertible to common stock at a conversion price set at $0.05 cents per share or the 10 day average trading price of the common
stock at the time of conversion, whichever is less, and have no voting rights.
At
December 31, 2023 and March 31, 2023, there were a total of 6 shares of Series B Preferred Stock issued and outstanding.
Series
C Preferred Shares:
There
are a total of 100 shares of Series C Preferred Stock authorized, $0.001 par value. All shares of Preferred Series “C” stock
held 12 months are convertible to common stock at a conversion price set at $0.10 cents per share or the 10 day average trading price
of the common stock at the time of conversion, whichever is less. Each Preferred Series “C” share is entitled to cast 2,000
votes in a shareholder meeting.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
8 – COMMON AND PREFERRED STOCK (CONTINUED)
Preferred
Stock (continued):
Series
C Preferred Shares (Cont’d)
At
December 31, 2023 and March 31, 2023, there were a total of 8 shares of Series C Preferred Stock issued and outstanding.
Series
D Preferred Shares
There
are a total of 5,000,000 shares of Series D Preferred Stock authorized, $10.00 par value, which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6 month lock
up period from the date of issuance and thereafter may be converted on the basis of 25% of the shares held by the shareholder quarterly,
with no conversion resulting in the shareholder holding more than 9.99% of the issued and outstanding common stock. The shares are convertible
into common stock at $0.001 per share. The shares carry voting rights of 100 shares of common stock for each one share held. The shares
have the right to receive dividends and are anti-dilutive.
On
May 24, 2022, the Company issued a total of 75,000 shares, par value $10 per share for an asset acquisition (Note 5), 25,000 of these
shares were subsequently returned to the Company as a result of amendments to the original acquisition agreements can canceled retroactive
to the original issue date.
On
December 27, 2022, the Company issued a total of 25,000 shares, par value $10 per share for an asset acquisition (Note 5).
On
February 3, 2023, the Company issued a total of 25,000 shares, par value $10 per share for an asset acquisition (Note 5).
At
December 31, 2023 and March 31, 2023, there were a total of 100,000 and 0 shares of Series D Preferred Stock issued and outstanding,
respectively.
Series
E Preferred Shares
There
are a total of 5,000,000 shares of Series E Preferred Stock authorized, $5.00 par value, which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6 month lock
up period from the date of issuance and thereafter may be converted on the basis of 25% of the shares held by the shareholder quarterly,
with no conversion resulting in the shareholder holding more than 9.99% of the issued and outstanding common stock. The shares are convertible
into common stock at 35% of the 21-day average closing price of the common stock of the Company or $$0.0025 per share, whichever is higher.
The Company may elect a mandatory conversion of the stock into common shares, cash or a combination of cash and common stock after five
years from the date of issuance. The shares carry voting rights of 10 shares of common stock for each one share held. The shares are
anti-dilutive. The shares have no rights to receive dividends.
At
December 31, 2023 and March 31, 2023, there were no shares issued and outstanding.
Series
F Preferred Shares
There
are a total of 25,000,000 shares of Series F Preferred Stock authorized, $1.00 par value which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6-month lock-up
period from the date of issuance and thereafter may be converted into common stock and may be fully converted after 12 months of issuance.
The shares are convertible into common stock at a 25% discount to the 21 day average closing price of the common stock of the Company
or $0.0025 per share, whichever is higher. The Company may elect a mandatory conversion of the stock into common shares, cash or a combination
of cash and common stock after five years from the date of issuance. The shares carry no voting rights. The shares are anti-dilutive.
The shares have no right to receive dividends.
On
May 24, 2022, the Company issued a total of 30,000 shares of Series F Preferred Stock as consideration under the terms of two acquisition
agreements (15,000 shares for each acquisition) valued at $1.00 per share. (Note 5).
On
September 15, 2022, the Company received notices of conversion from certain holders and converted 55,000 Series F Preferred Shares into
19,503,546 shares of common stock at a conversion price of $0.00282 per share.
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
8 – COMMON AND PREFERRED STOCK (CONTINUED)
Preferred
Stock (continued):
Series
F Preferred Shares (Cont’d)
On
December 27, 2022, the holders of 15,000 shares of Series F Preferred Stock returned their shares for cancelation as part of an amended
acquisition agreement. (Note 5)
At
December 31, 2023 and March 31, 2023, there were 0 and 40,000 shares of Series F Preferred Stock issued and outstanding, respectively.
Series
G Preferred Shares
There
are a total of 10,000,000 shares of Series G Preferred Stock authorized, $1.00 par value which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6-month lock-up
period from the date of issuance and thereafter may be converted into common stock and may be fully converted after 12 months of issuance.
The shares are convertible into common stock at 50% of the 21 day average closing price of the common stock of the Company or $$0.0025
per share, whichever is higher. The Company may elect a mandatory conversion of the stock into common shares, cash or a combination of
cash and common stock after five years from the date of issuance. The shares carry no voting rights. The shares are anti-dilutive. The
shares have no rights to receive dividends.
At
December 31, 2023 and March 31, 2023, there were no shares issued and outstanding.
Common
stock:
The
Company has authorized 3,000,000,000 shares of Common Stock, $0.001 par value.
During
the nine months ended December 31, 2023 and 2022 the Company issued 22,000,000 and 34,781,321 shares of common stock, respectively.
There
were a total of total of 291,876,881 and 269,876,881 shares of common stock issued and outstanding, respectively at December 31, 2023
and March 31, 2023.
NOTE
9 – OTHER EVENTS
Liquidnano,
Inc.
On
March 19, 2023, the Company entered into an Exclusive Global Supply Agreement with Liquidnano, Inc. an industry leader in Liquid Glass
Screen Protection for mobile devices. These wipe-on products provide scratch, shatter, and impact resistance to all types of handheld
device screens. Under the terms of the agreement, Liquidnano, Inc. (the “Distributor”) must purchase at least $725,000 USD
of Product during the first twelve (12) months following execution of the Agreement, $1,495,000 USD of Product within months thirteen
(13) to twenty-four (24), and $2,810,000 within months twenty-five (25) to thirty-six (36), where month one (1) starts on the first day
of the calendar month immediately following the Effective Date. Volume targets beyond that will be mutually agreed upon but shall be
at least $2,810,000 USD per year. If the volume target is missed, the agreement will become nonexclusive unless at least 75% of the annual
minimum is achieved, in which case the exclusivity is not revoked. However, the shortfall must be made up the following year or the Agreement
becomes non-exclusive.
STAT
Sanitizing LLC
On
August 22, 2023, the Company entered into an exclusive supply and distribution agreement with STAT Sanitizing LLC (“STAT”)
whereby the Company granted STAT the exclusive rights to market and sell certain Megola products within the Territory defined as the
US market for remediation services. The agreement has a term of 24 months, renewal for consecutive 12-month periods subject to STAT meeting
certain minimum purchase commitments. STAT must purchase at least $500,000 USD of product during the first 12 months from August 22,
2023 and $1,000,000USD of product during the second 12 months. Should the volume targets not be met the agreement will become non-exclusive
for the remaining term of the agreement. Any sales by the Company in the Territory or by STAT
Megola,
Inc.
Notes
to Unaudited Condensed Financial Statements
for
the Nine Months ended December 31, 2023, and 2022
NOTE
9 – OTHER EVENTS (Continued)
STAT
Sanitizing LLC (Cont’d)
outside
of the Territory, the Company will pay STAT a commission fee of 10% of all such sales and the sales will be included in the minimum purchase
commitments. The product included in the agreement is MedeSol Cleaner Deodorizer.
NOTE
10 – SUBSEQUENT EVENTS
The
Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined
that there are no additional subsequent events to disclose.
Megola, Inc.
FINANCIAL
STATEMENTS
For
the Years ended March 31, 2023, and 2022
(Stated
in US Dollars)
Index
to Financial Statements
Report
of Independent Registered Public Accounting Firm
To
the Shareholders and the Board of Directors of Megola, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of Megola, Inc. (the Company) as of March 31, 2023, and 2022, the related statements of
income, changes in stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2023, and the related
notes (collectively referred to as the “Financial statements”). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of March 31, 2023, and 2022, and the results of its operations and
its cash flows for each of the two years in the period ended March 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant
estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Company’s
Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are as described in
Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical
Audit Matter
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
In
our audit of Megola Inc.'s financial statements, we identified a critical audit matter related to the company's acquisition of intangible
assets through three distinct agreements in FY 2023. This matter is critical due to the significance of these intangible assets, specifically
intellectual property and patents, to the company's financial position and results of operations.
| 1. | First
Agreement - Exclusive License/Manufacturing with GS Capital Blends LLC: |
Megola Inc. entered into an agreement with GS Capital Blends LLC for the exclusive license and manufacturing of their product line, which
includes intellectual property and patent-pending formulas. To address this matter, we obtained external confirmation to validate the
existence of intangible assets, the legal transfer of rights as outlined in the agreement, exclusivity, and the estimated useful life
of the acquired assets determined by management.
|
2. | Second
Agreement - Sale of Business Assets with RGB Wholesale: |
The company acquired a specialty coffee product line from RGB Wholesale, but before the closing of FY 2022, management assessed that
no future economic benefits would accrue from these assets. Consequently, an impairment decision was made. We perform audit procedures
on this matter by evaluating the impairment assessment made by management and ensuring the proper recognition of the impairment loss
in accordance with accounting standards.
| 3. | Third
Agreement - Exclusive Licensing/Manufacturing with Medosol Global Inc.: |
Megola Inc. entered into two separate agreements with Medosol Global Inc., acquiring exclusive licensing
and manufacturing rights for intellectual property, formulas, and patent-pending technology. To validate the accuracy of this information,
we relied on confirmations received from the respective owner/awardee of intangible assets, aligning our assessment with management's
amortization schedule and the value recorded using the cost method. Further details on the intangible asset valuation can be found in
Note 5 of the financial statements.
Our audit procedures included confirmation with the owners/awardees of the intangible assets, verification of management's assessment
and amortization period, and comprehensive valuation procedures. This critical audit matter emphasizes the importance of these intangible
assets to Megola Inc.'s financial statements and the thoroughness of our audit procedures to ensure the accuracy and reliability of the
reported information.
For,
Pipara & Co LLP (6841)
We
have served as the Company’s auditor since 2022
Place:
Ahmedabad, India Date: April 12, 2024
Megola,
Inc.
Balance
Sheets
| | |
March 31, 2023 | |
March 31, 2022 |
| | |
| |
|
| ASSETS | |
| | |
| |
| | |
| | |
| |
| Current Assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 850 | |
$ | 15,788 |
| Prepaid Expenses | |
| 1,087 | |
| 949 |
| Inventory | |
| 143,830 | |
| 35,179 |
| Total Current Assets | |
| 145,767 | |
| 51,916 |
| Intangible Assets, net amortization of $25,367 and $0 | |
| 900,283 | |
| 29,538 |
| Total Assets | |
$ | 1,046,050 | |
$ | 81,454 |
| | |
| | |
| |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | |
| |
| Current Liabilities | |
| | |
| |
| Accounts payable and accrued liabilities | |
$ | 33,285 | |
$ | — |
| Advances Payable – related parties | |
| 82,943 | |
| 55,424 |
| Loan Payable – related party | |
| 6,634 | |
| 6,281 |
| Coupon interest payable – related party | |
| 21,507 | |
| — |
| Convertible Notes (Note 6) | |
| 42,778 | |
| 40,649 |
| Convertible Note – related party (Note 7) | |
| 173,608 | |
| 173,608 |
| Derivative liability (Notes 8) | |
| — | |
| 9,866 |
| Total Current Liabilities | |
| 360,755 | |
| 285,828 |
| | |
| | |
| |
| Total Liabilities | |
$ | 360,755 | |
$ | 285,828 |
| | |
| | |
| |
| Stockholders’ Deficit | |
| | |
| |
| Common Stock – authorized 3,000,000,000 shares, $0.001 par value, 269,876,881 and 235,095,560 shares of common stock issued and outstanding as of March 31, 2023 and 2022, respectively | |
| 269,877 | |
| 235,095 |
| 2018 Special Series A Preferred Shares – authorized 1 share of $0.001 par value, 1 share issued and outstanding as of March 31, 2023 and 2022 | |
| — | |
| — |
| Series A Preferred Shares – authorized 200 shares, $0.001 par value, 68 and 70 shares issued and outstanding as of March 31, 2023, and 2022 | |
| — | |
| — |
| Series B Preferred Shares – 100 authorized shares $0.001 par value, 6 shares issued and outstanding as of March 31, 2023 and 2022 | |
| — | |
| — |
| Series C Preferred Shares – 100 authorized shares, $0.001 par value, 8 shares issued and outstanding as of March 31, 2023 and 2022 | |
| — | |
| — |
| Series D Preferred Shares – 5,000,000 authorized shares, $10.00 par value, 100,000 and 0 shares issued and outstanding as of March 31, 2023, and 2022 | |
| 1,000,000 | |
| — |
| Series E Preferred Shares – 5,000,000 authorized shares, $5.00 par value, 0 shares issued and outstanding as of March 31, 2023, and 2022 | |
| — | |
| — |
| Series F Preferred Shares – 25,000,000 authorized shares, $1.00 par value, 0 and 40,000 shares issued and outstanding as of March 31, 2023, and 2022 | |
| — | |
| 40,000 |
| Series G Preferred Shares – 10,000,000 authorized shares, $1.00 par value, 0 shares issued and outstanding as of March 31, 2023, and 2022 | |
| — | |
| — |
| Additional Paid in Capital | |
| 466,961 | |
| 384,933 |
| Accumulated Deficit | |
| (1,051,543) | |
| (864,402) |
| Total Stockholders’ Equity (Deficit) | |
| 685,295 | |
| (204,374) |
| Total Liabilities and Stockholders’ Deficit | |
$ | 1,046,050 | |
$ | 81,454 |
The
accompanying notes are an integral part of these audited financial statements.
Megola,
Inc.
Statements
of Operations
| | |
For the years ended March 31, |
| | |
2023 | |
2022 |
| Sales | |
$ | 13,821 | |
$ | 16,721 |
| Cost of Goods Sold | |
| 3,331 | |
| 9,382 |
| Gross Profit | |
| 10,490 | |
| 7,339 |
| | |
| | |
| |
| Operating expenses: | |
| | |
| |
| Professional fees | |
| 51,811 | |
| 9,160 |
| Management and consulting fees | |
| 15,546 | |
| 32,733 |
| Amortization of intangible assets | |
| 25,367 | |
| — |
| Selling, general and administrative expenses | |
| 53,086 | |
| 34,972 |
| Total operating expenses | |
| 145,810 | |
| 76,865 |
| | |
| | |
| |
| Loss from operations | |
| (135,320) | |
| (69,526) |
| | |
| | |
| |
| Other Income (expense) | |
| | |
| |
| Gain on extinguished debt | |
| 556 | |
| — |
| Interest expense | |
| (52,377) | |
| (81,927) |
| Total other income (loss) net | |
| (51,821) | |
| (81,927) |
| | |
| | |
| |
| Net loss | |
$ | (187,141) | |
$ | (151,453) |
| | |
| | |
| |
| Net loss per common share | |
| | |
| |
| Basic and diluted | |
$ | (0.00) | |
$ | (0.00) |
| | |
| | |
| |
| Weighted average number of common shares | |
| | |
| |
| Basic and diluted | |
| 253,867,945 | |
| 244,872,122 |
| | |
| | |
| |
The
accompanying notes are an integral part of these audited financial statements.
Megola,
Inc.
Statement
of Stockholders’ Equity (Deficiency)
(Unaudited)
| |
| |
Preferred Stock (1) | |
Special 2018 Preferred Stock (2) | |
Common Stock | |
Additional Paid-in | |
| |
Shareholders Equity |
| |
| |
Amount | |
Amount | |
Shares | |
Amount | |
Capital | |
Deficit | |
(Deficit) |
| |
Balance March 31, 2021 | |
$ | 40,000 | |
$ | — | |
| 254,595,060 | |
$ | 254,595 | |
$ | 348,259 | |
$ | (712,949) | |
$ | (70,095) |
| |
Shares returned to treasury | |
| — | |
| — | |
| (19,500,000) | |
| (19,500) | |
| (29,250) | |
| — | |
| (48,750) |
| |
Conversion of Preferred Series A | |
| — | |
| — | |
| 500 | |
| — | |
| — | |
| — | |
| — |
| |
Beneficial conversion feature | |
| — | |
| — | |
| — | |
| — | |
| 65,924 | |
| — | |
| 65,924 |
| |
Net loss | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (151,453) | |
| (151,453) |
| |
Balance March 31, 2022 | |
$ | 40,000 | |
$ | — | |
| 235,095,560 | |
$ | 235,095 | |
$ | 384,933 | |
$ | (864,402) | |
$ | (204,374) |
| |
Issuance of Series F Preferred | |
| 15,000 | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 15,000 |
| |
Convert to common stock | |
| (55,000) | |
| — | |
| 19,503,544 | |
| 19,504 | |
| 45,362 | |
| — | |
| 9,866 |
| |
Debt converted to common stock | |
| — | |
| — | |
| 15,277,777 | |
| 15,278 | |
| 36,666 | |
| — | |
| 51,944 |
| |
Issuance of Series D Preferred | |
| 1,000,000 | |
| — | |
| — | |
| — | |
| — | |
| — | |
| 1,000,000 |
| |
Net loss | |
| — | |
| — | |
| — | |
| — | |
| — | |
| (187,141) | |
| (187,141) |
| |
Balance March 31, 2023 | |
$ | 1,000,000 | |
$ | — | |
| 269,876,881 | |
$ | 269,877 | |
$ | 466,961 | |
$ | (1,051,543) | |
$ | 685,295 |
(1)
| |
| |
| Preferred
Series A
| |
| Preferred
Series B | | |
Preferred
Series C
| |
| Preferred
Series D | |
| Preferred
Series E | | |
| Preferred
Series F | |
| Preferred
Series G |
| |
| |
| Shares | |
| Amount | |
| Shares | |
| Amount | | |
| Shares | | |
| Amount | |
| Shares | |
| Amount | |
| Shares | | |
| Amount | | |
| Shares | |
| Amount | |
| Shares | | |
| Amount |
| |
Balance March 31, 2021 | |
| 70 | |
$ | — | |
| 6 | |
$ | — | | |
| — | | |
$ | — | |
| — | |
$ | — | |
| — | | |
$ | — | | |
| 40,000 | |
$ | 40,000 | |
| — | | |
$ | — |
| |
Conversion of Series A to Common | |
| (2) | |
| — | |
| — | |
| — | | |
| — | | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| — | |
| — | |
| — | | |
| — |
| |
Balance, March 31, 2022 | |
| 68 | |
| — | |
| 6 | |
| — | | |
| 8 | | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| 40,000 | |
| 40,000 | |
| — | | |
| — |
| |
Issuance of Series F | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| 15,000 | |
| 15,000 | |
| — | | |
| — |
| |
Conversion of Series F to Common | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| (55,000) | |
| (55,000) | |
| — | | |
| — |
| |
Issuance of Series D | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| — | |
| 125,000 | |
| 1,250,000 | |
| — | | |
| — | | |
| — | |
| — | |
| — | | |
| — |
| |
Cancellation of Series D | |
| — | |
| — | |
| — | |
| — | | |
| — | | |
| — | |
| (25,000) | |
| (250,000) | |
| — | | |
| — | | |
| — | |
| — | |
| — | | |
| — |
| |
Balance March 31, 2023 | |
| 68 | |
$ | — | |
| 6 | |
$ | — | | |
| — | | |
$ | — | |
| 100,000 | |
$ | 1,000,000 | |
| — | | |
$ | — | | |
| — | |
$ | — | |
| — | | |
$ | — |
(2)
| |
|
Special 2018 Series A Preferred |
| |
|
Shares | |
Amount |
| |
Balance, March 31, 2021 | |
| 1 | |
$ | — |
| |
Balance, March 31, 2022 | |
| 1 | |
| — |
| |
Balance, March 31, 2023 | |
| 1 | |
$ | — |
The
accompanying notes are an integral part of these audited financial statements.
Megola,
Inc.
Statements
of Cash Flows
| | |
For the years ended March 31, |
| | |
2023 | |
2022 |
| | |
| |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | |
| |
| Net income (loss) | |
$ | (187,141) | |
$ | (151,453) |
| Adjustments to reconcile net (loss) to net cash used in operating activities: | |
| | |
| |
| (Gain) on extinguished debt | |
| (556) | |
| — |
| Impairment of intangible assets | |
| 15,000 | |
| — |
| Amortization of intangible assets | |
| 25,367 | |
| — |
| Non-cash interest | |
| 28,217 | |
| 80,484 |
| Changes in operating assets and liabilities | |
| | |
| |
| Inventory | |
| (4,763) | |
| 8,007 |
| Prepaid Expenses | |
| (137) | |
| (949) |
| Accounts payable and accrued expenses | |
| 33,285 | |
| (14,170) |
| Cash provided by (used in) operating activities | |
| (90,728) | |
| (78,081) |
| | |
| | |
| |
| | |
| | |
| |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | |
| |
| Cash provided by (used in) investing activities | |
| — | |
| — |
| | |
| | |
| |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
| |
| Convertible notes | |
| 25,000 | |
| 25,000 |
| Advances payable – related parties | |
| 27,519 | |
| 67,427 |
| Interest expense – related party, annual coupon on preferred stock | |
| 21,507 | |
| — |
| Interest expense, loan payable | |
| 1,411 | |
| 1,089 |
| Interest expense, loan payable – related party | |
| 353 | |
| 353 |
| Cash provided by (used in) financing activities | |
| 75,790 | |
| 93,869 |
| | |
| | |
| |
| | |
| | |
| |
| INCREASE (DECREASE) IN CASH | |
| (14,938) | |
| 15,788 |
| CASH AT BEGINNING OF YEAR | |
| 15,788 | |
| — |
| CASH AT END OF YEAR | |
$ | 850 | |
$ | 15,788 |
| | |
| | |
| |
| Supplemental Disclosure of Cash Flow Information | |
| | |
| |
| Series D Preferred Stock issued under asset purchase agreements | |
$ | 1,000,000 | |
$ | — |
| Cancellation of shares due to conversion of convertible notes, related parties | |
$ | — | |
$ | 48,750 |
| Advances payable converted to loan payable, related parties | |
$ | — | |
$ | 65,924 |
| Liability from stock settled debt | |
$ | 25,000 | |
$ | 25,000 |
| Shares issued to settle principal of convertible note and stock settle-debt | |
$ | 50,000 | |
$ | — |
| Shares issued to settle unpaid interest under convertible note | |
$ | 2,500 | |
$ | — |
| Series D Preferred Stock issued to acquire inventory | |
$ | 91,744 | |
$ | — |
| | |
| | |
| |
The
accompanying notes are an integral part of these audited financial statements.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE 1 - NATURE
OF OPERATIONS
Description
of Business:
Historical
Information:
Megola,
Inc. ("Megola" or "the Company") was incorporated in the State of Nevada under the name SuperiorClean, Inc. on March
29, 2001 to franchise and support third party carpet cleaning operations.
On
September 25, 2003, the Company changed its name to Megola, Inc. pursuant to an acquisition agreement with Megola, Inc., an Ontario company
(“Megola Canada”). On November 26, 2003, the Company and Megola Canada completed the agreement by way of a reverse acquisition.
Megola Canada was formed to sell physical water treatment devices to a wide range of end-users in the United States, Canada and internationally
under a license granted by Megola GmbH in Germany. Megola operated up until March 2016 when it no longer had the financial resources
to continue to meet its ongoing obligations in the normal course and was subsequently struck in the State of Nevada.
The
Company was reinstated on May 9, 2018 and on May 17, 2018, the 8th District Court for Clark County, Nevada, entered an Order
granting the application for custodianship of Megola, Inc. to International Venture Society, LLC.
On
September 24, 2018, Mr. William Eric Ottens paid $50,000 to the then controlling shareholder for 1 share of Special 2018 Series A Preferred
Shares. This effected a change of control, and Mr. Ottens became the sole officer and director of the Company.
Current
Information:
On
September 25, 2018, the Company entered into a formal agreement to ratify the divestiture of the shares of our former controlled subsidiary,
Megola Canada, in agreement with 1863942 Ontario Corporation, an entity controlled by the officer and director of Megola Canada who is
also a shareholder of the Company. Under the terms of the agreement, the Company transferred the shares of Megola Canada to 1863942 Ontario
Corporation and assumed certain debts incurred in prior periods in the amount of $205,184 which were paid by 1863942 Ontario Corporation.
On
December 24, 2018, effective February 13, 2019, the Custodianship of Megola, Inc. in the State of Nevada was discharged.
On
January 25, 2020, the Board of Directors of the Company and the majority shareholder of the Company approved an Amendment to the Articles
of Incorporation whereby the Company designated a series of Preferred Shares, being Series D, E, F and G. Concurrently they approved
the cancellation of the 2018 Special Series B and D shares of preferred stock upon their return to treasury. Further, the Company received
and approved the consents of Mr. Rodney Nettles and Mr. Bob Gardiner to serve as members of the Board of Directors of the Company, such
action to take place upon the Company filing all required reports with OTCMarkets. The aforementioned Certificate of Amendment was filed
with the State of Nevada on February 28, 2020.
On
January 30, 2020, Mr. Ottens entered into an agreement with Mr. Rodney Nettles, whereunder he agreed to sell his 1 share of 2018 Special
Series A Preferred Stock for cash consideration of $50,000. Further to this agreement, certain shareholders holding the 2018 Special
Series B and the 2018 Special Series D Preferred stock agreed to cancellation of their shares for cumulative cash consideration of $15,000
from Mr. Nettles upon closing of the sale of the 2018 Special Series A Preferred Stock, all of which transactions are dependent upon
the filing of all reports required with OTC Markets. The transactions contemplated by this agreement closed during the period covered
by this report.
On
May 21, 2020, Mr. William Eric Ottens resigned as the sole officer and director of the Company, and concurrently, Mr. Robert Gardiner
was appointed President, and a director and Mr. Rodney Nettles was appointed Secretary/Treasurer and a director. As at the date of this
report Mr. Ottens continues to be the controlling shareholder of the Company.
On
August 24, 2020, the Board of Directors of the Company appointed Mr. Mark Suchy and Mr. Samuel Chiang to the Board of Directors of the
Company.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
1 - NATURE OF OPERATION (CONTINUED)
Description
of Business:
Current
Information (continued):
On
October 8, 2020, the Company entered into a definitive contract for the purchase and sale of certain business assets with Scar Capital
LLC, whereby the Company acquired intellectual property and patents pending to a deodorizing sanitizing ozone unit known as “The
Stink Genie” (“Genie”), as well as inventory on hand. Under the terms of the contract, the Company was required to
pay $70,000 for the inventory and intellectual property related to Genie and to issue20,000 shares of Series F Convertible Preferred
Stock at $1 per share for a total of $20,000. During the period ended December 31, 2020, the Company sold sufficient inventory and allocated
all of the proceeds to fund the required payment of $70,000, and on December 10, 2020, the Company issued 20,000 shares of Series F Convertible
Preferred stock.
On
October 8, 2020, the Company entered into a definitive contract for the purchase and sale of business assets with Balance2day LLC (“B2D”).
Under the terms of the agreement B2D sold to the Company certain inventory on hand owned by B2D for the cash purchase price of $20,000
due and payable by March 31, 2021, and the issuance of 20,000 shares of Series F Preferred stock valued at $1.00 per share. B2D is a
company producing and selling a line of hemp extract products designed for athletes and individuals leading an active lifestyle. The
products are THC free and legal in all 50 states. During the period ended December 31, 2020, the Company sold sufficient inventory and
allocated all of the proceeds to fund the required payment of $20,000 and on December 10, 2020, the Company issued 20,000 shares of Series
F Convertible Preferred stock.
On
October 13, 2020, the share acquisition between Rodney Nettles and William Eric Ottens was finalized and 1 share of Special Series A
Preferred stock was transferred to Mr. Nettles, thus effecting a change in control of the Company. Concurrently, a total of 10,000,000
shares of 2018 Special Series B Preferred stock were returned to the Company and canceled. On November 24, 2020 the holder of 20,000,000
shares of 2018 Special Series D Preferred Stock also returned their shares for cancelation. The impact of the return and cancelation
of the 10,000,000 2018 Special Series B and 20,000,000 Special Series D Preferred stock was retroactively applied as of September 30,
2020.
On
October 19, 2020, Mr. Paul Cohen and Mr. John MacLeod were appointed to the Advisory Board of the Company.
On
July 19, 2021, two shareholders holding shares of Series A Preferred stock converted 1 share each and received 250 shares of common stock
each increasing the issued and outstanding common stock of the Company by 500 shares.
During
the year ended March 31, 2022, 1863942 Ontario Corp. returned a total of 19,500,000 shares of the Company’s common stock to treasury
for cancellation that had previously been issued in settlement of a portion of their convertible note with the Company, thus increasing
the amount of the convertible note by $48,750.
The
Company exited from shell status in October 2020 concurrent with the acquisition of certain assets and the commencement of sales of the
acquired products as part of our ongoing operations. The Company is currently transitioning the e-commerce sites and sourcing new merchant account providers
while continuing to sell products existing products.
The
Company exited from shell status in October 2020 concurrent with the acquisition of certain assets and the commencement of sales of the
acquired products as part of our ongoing operations. The Company is currently transitioning the e-commerce sites and sourcing new merchant account providers
while continuing to sell products existing products.
On
February 22, 2022, Megola entered into an agreement with RGB Wholesale whereby Megola has been granted a license to access certain branding,
label and supply agreements for various Specialty Coffee Product lines, for $15,000 by way of the issuance of 15,000 shares of the Company’s
Series F Preferred stock, par value $1.00 per share. The shares were issued on May 24, 2022, and valued at cost, and the Company capitalized
the value of the supply agreement and licensing rights. On March 31, 2023 the Company determined to fully impair this asset due to a
delay in initiating operations under the acquired license.
On
March 11, 2022, Megola entered into an agreement with Medesol Global Inc, (“Medesol”) whereby Megola has been granted a license
and exclusive marketing rights to Sio2 Proteksol Coatings in consideration of $15,000, payable by way of the issuance of 15,000 shares
of the Company’s Series F Preferred stock, par value $1.00 per share. The shares were issued on May 24, 2022, and valued at
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
1 - NATURE OF OPERATION (CONTINUED)
Description
of Business:
Current
Information (continued):
fair
market value using the if converted method, and the Company capitalized the value of the License and Marketing rights. On September 19,
2022, we entered into an asset acquisition agreement with Medesol whereunder we acquired certain additional product lines, inventory,
manufacturing rights and other assets for the issuance of 25,000 shares of the Series D Preferred stock, par value $10 per share, and
the concurrent cancelation of the 15,000 Series F Preferred shares previously issued in May 2022. The 25,000 shares of Series D Preferred
stock were issued on December 27, 2022, completing the terms of the asset acquisition agreement and were valued at $250,000. Acquired
inventory was valued at $52,743 with the remaining value attributed to intangible assets in the amount of $197,257.
On
March 22, 2022, the Board of Directors of the Company appointed Mark Pacchini, Simon Johnston, Prof. Jeffrey F. Williams Ph.D., and Bruce
Johnston to company Advisory Board positions.
On
March 28, 2022, Megola announced that it had entered into a letter of intent with GS Capital Blends LLC, a company with officers, directors
and shareholders in common, regarding the Purchase and License of Intellectual Property, Product Lines, Manufacturing and Other Specified
Assets of GS Capital Blends LLC. On May 24, 2022, we issued a total of 75,000 Series D Preferred shares (the “Acquisition shares”),
par value $10 per share in respect to the aforementioned agreement. We valued the transaction at cost on the acquisition date and capitalized
the intellectual property as intangible assets. Subsequently we entered into an amendment to the original agreement (the “Amendment”)
reducing the number of acquisition shares to 50,000, extending the terms of a lock-up provision (the “Lock-up”) with respect
to the conversion of the Acquisition shares to December 31, 2024, and granting GS Capital Blends a coupon of 5% on the par value of the
Acquisition shares, or $500,000 through termination of the Lock-up. Under the terms of the Amendment, the 25,000 shares of Series D Preferred
stock were deemed canceled and returned to treasury retroactive to the original agreement date, or May 24, 2022.
On
January 3, 2023, Samuel Chiang resigned as a director and Rodney Nettles resigned as director, secretary and treasurer. Mark Suchy, director,
was appointed to serve as secretary and treasurer. Mr. Nettles continues to be the Company’s controlling shareholder.
On
January 3, 2023, the Company appointed Joshua Johnston to serve as COO and CFO of the Company. Joshua brings two decades of experience
building and launching brands and products in the consumer goods industry, as well as a solid background in operations leadership and
complex capital market transactions including M&A and IPOs. His authentic and data-driven approach to achieving aggressive business
growth has also benefited his companies in the areas of capital raising and global expansion. Joshua holds a Master of Business Administration,
with a focus in Technology Management, from the University of Washington where he continues to serve as a mentor for current students.
On
February 3, 2023, the Company closed a Definitive Contract for the Exclusive License/Manufacturing of certain MedeSol Global Inc. product
lines for a cash payment of $25,000, paid in November 2022, and the issuance of 25,000 shares of the Company’s Series D Preferred
stock, par value $10 per share. We valued the transaction at $275,000 including cash consideration on the acquisition date and capitalized
$76,144 with respect to acquired inventory and allocated $198,856 to intangible assets.
NOTE 2 –
GOING CONCERN
The
Company has $850 cash on hand, product inventory valued at $143,830 and prepaid expenses of $1,087 for total current assets of $145,767
and current liabilities of $360,755 on March 31, 2023, and we have incurred operating losses to date. While sales have commenced with
respect to acquired inventory and product licenses, funds generated from these sales were not sufficient to pay debt and fund ongoing
operations. We have limited cash on hand. The Company expects that as it expands its planned scope of business and works to increase
revenues, it will continue to incur operating losses. These factors raise substantial doubt about the Company’s ability to continue
as a going concern.
The
Company’s operations have been funded to date by management and shareholders, save for the acquisition costs to purchase certain
assets, licensing and intellectual property rights which were partially funded from the sales of acquired product inventory and through
the issuance of shares of the Company’s preferred stock. The Company expects this funding to continue until such time as it can
acquire a profitable operating business or undertake a financing. There can be no assurance that the Company will continue to receive
this funding from management or shareholders, will be able to generate sufficient revenue from sales of products or that the funding
received
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE 2 –
GOING CONCERN (CONTINUED)
or
generated will be sufficient to pay for its ongoing operations. Management’s plans for the continuation of the Company as a going
concern includes successful operation of its recently acquired assets in order to attain profitable operations, the development of a
commercially viable business, and financing of the Company’s operations through sale of its common stock, as well as shareholder
and management advances until such time as it has established profitable operations.
NOTE 3 - USE
OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The
preparation of financial statements in conformity with Generally Accepted Accounting Principles (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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
NOTE 4 –
SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
The
accompanying audited financial statements have been prepared in accordance with generally accepted accounting principles (US GAAP). In
the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments
are of a normal recurring nature.
Fiscal
Year-End
The
Company has selected March 31 as its fiscal year-end.
Cash and Cash
Equivalents
The Company considers
all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Intangible
Assets
Intangible
assets reflect the purchase price of various intangible assets including intellectual property rights to various commercial products
and process technology, patents, other rights and licensing agreements acquired. The Company has implemented the Business Combinations
Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill
and Other. Intangible assets acquired are amortized over their useful life, which the Company has determined to be twenty (20)
years. The Company expenses costs to maintain or extend intangible assets as incurred.
The
Company reviews intangible assets for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable.
We measure the recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows that the assets
are expected to generate. If the carrying value of the assets are not recoverable, the impairment recognized is measured as the amount
by which the carrying value of the asset exceeds its fair value. The Company recorded impairment of $15,000 and $0 with respect to certain
intangible assets at March 31, 2023 and 2022, respectively.
Impairment
of Long-Lived Assets
Long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets.
Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair
value. During the years ended March 31, 2023 and 2022, there was no impairment of long-lived assets.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE 4 –
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Fair
Value of Financial Instruments
The
Company follows the fair value measurement rules, which provide guidance on the use of fair value in accounting and disclosure for assets
and liabilities when such accounting and disclosure is called for by other accounting literature. These rules establish a fair value
hierarchy for inputs to be used to measure fair value of financial assets and liabilities. This hierarchy prioritizes the inputs to valuation
techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority).
Level 1—Unadjusted
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date.
Level 2—Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability
(i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data
by correlation or other means (market corroborated inputs).
Level 3—Inputs
are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability.
The Company develops these inputs based on the best information available.
Investments
are reflected in the accompanying financial statements at fair value. The carrying amount of receivables and accounts payable and accrued
expenses approximates fair value due to the short-term nature of those instruments. The estimated
fair values for financial instruments are determined at discrete points in time based on relevant market information. These
estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts
payable, and accrued liabilities approximate fair value given their short-term nature or effective interest rates, which constitutes
level three inputs.
Basic
and Diluted Loss Per Share
In
accordance with ASC Topic 260 – "Earnings Per Share," the basic loss per common share is computed by dividing the net
loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed
similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common
stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were
dilutive.
Potential
common stock consists of the incremental common stock issuable upon the exercise of common stock warrants (using the if-converted method),
convertible notes, classes of shares with conversion features, stock awards and stock options. The computation of loss per share for
the comparative periods excludes potentially dilutive securities of underlying preferred shares if their inclusion would be antidilutive.
During the years ended March 31, 2023 and 2022 the Company recorded net losses and therefore, inclusion of potentially dilutive securities
would be antidilutive and are excluded from the statement of profit and loss. The table below reflects the potentially dilutive securities
at the years ended March 31, 2023 and 2022.
| | |
March 31, 2023 | |
March 31,2022 |
| Series A Preferred Stock | |
| 350 | |
| 350 |
| Series B Preferred Stock | |
| 495 | |
| 495 |
| Series C Preferred Stock | |
| 660 | |
| 660 |
| Series D Preferred Stock | |
| 1,000,000,000 | |
| — |
| Series F Preferred Stock | |
| — | |
| 6,105,206 |
| Convertible Notes | |
| 43,054,934 | |
| 66,132,400 |
| Total | |
| 1,043,056,439 | |
| 72,239,111 |
Revenue
Recognition
The
Company applies ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial
sales of products by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations
in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract;
and (5) recognize revenue when each performance obligation is satisfied.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE 4 –
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)
Revenue
Recognition (continued)
The
Company recognizes revenue when the earnings process is complete and persuasive evidence of an arrangement exists. This generally occurs
when a purchased product has been shipped to a customer from our fulfilment center at which time both title and the risks and rewards
of ownership are transferred to and accepted by the customer, and the selling price has been collected.
Inventory
Inventories, which
consist of finished, saleable goods, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out
method and is adjusted to actual cost quarterly based on a physical count. Net realizable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses. We also hold raw materials in inventory which are valued
at cost.
Warranty
We
do not record warranty liabilities at the time of sale for the estimated costs that may be incurred under the terms of the applicable
limited warranty as all component parts are covered by our respective industry suppliers. We hold on hand sufficient replacement units
for customer product replacement should the need arise in order to meet expected customer service terms. While we offer a return policy
which includes a 30-day money back guarantee, in the most recent two years of product sales there have been no product returns and therefore
we have not recorded a liability for any warranty obligations. We assess the need for warranty and return liabilities at each report
date.
Advertising
Costs
The
Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with
ASC 720-35. There were no advertising costs incurred during the years ended March 31, 2023, and 2022.
Research
and Development Costs
The
Company charges research and development costs to expense when incurred in accordance with FASB ASC 730, "Research and Development". There
were no research and development costs for the years ended March 31, 2023, and 2022.
Stock
Settled Debt
In
certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is
priced at a fixed discount to the trading price of the Company’s common shares as traded on the over-the-counter market.
In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt
for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of March 31, 2023
and 2022, the Company had recorded within Convertible Notes, net of discount, $25,000 and $25,000 for the value of the stock settled
debt for certain convertible notes (see Note 6).
Income
Taxes
Income
taxes are recognized in accordance with ASC 740, “Income Taxes”, whereby deferred income tax liabilities or assets at the
end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation
allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not
be realized.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
5 – ASSET ACQUISITIONS AND INTANGIBLE ASSETS
Intellectual
Property and Technology from GS Capital Blends LLC
On
March 28, 2022, Megola announced that it had entered into a letter of intent with GS Capital Blends LLC, a company with officers, directors
and shareholders in common, regarding the Purchase and License of Intellectual Property, Product Lines, Manufacturing and Other Specified
Assets of GS Capital Blends LLC. On May 24, 2022, we issued a total of 75,000 Series D Preferred shares (the “Acquisition shares”),
par value $10 per share in respect to the aforementioned agreement. We valued the transaction at cost on the acquisition date and capitalized
the intellectual property as intangible assets. Subsequently we entered into an amendment to the original agreement (the “Amendment”)
reducing the number of acquisition shares to 50,000, extending the terms of a lock-up provision (the “Lock-up”) with respect
to the conversion of the Acquisition shares to December 31, 2024, and granting GS Capital Blends a coupon of 5% on the par value of the
Acquisition shares, or $500,000 through termination of the Lock-up. Under the terms of the Amendment, the 25,000 shares of Series D Preferred
stock were deemed canceled and returned to treasury retroactive to the original agreement date, or May 24, 2022. We valued the transaction
at cost on the acquisition date and capitalized $500,000 as intangible assets.
Intellectual
Property and Technology from RBG Wholesale and MedeSol Global
On
May 24, 2022, Megola closed a Contract for the Purchase and Sale of Business Assets from RBG Wholesale with RBG Wholesale (“RBG”),
a company with officers, directors and shareholders in common by way of the issuance of 15,000 shares of the Company’s Series F
Preferred stock, par value $1.00 per share. The Company has been granted a license to access certain branding, label and supply agreements
for various Specialty Coffee Product lines. We valued the transaction at cost on the acquisition date and capitalized $15,000 as intangible
assets.
On
May 24, 2022, Megola closed a Purchase and Sale of Business Assets Contract with MedeSol Global Inc (“MedeSol’) and issued
15,000 shares of the Company’s Series F Preferred stock, par value $1.00 per share. Further, on December 27, 2022, the Company
amended the original Purchase and Sale of Business Assets Contract with a Definitive Contract for the Exclusive License/Manufacturing
of certain MedeSol Global Inc. product lines, which agreement superseded the prior agreement and closed upon issuance of 25,000 shares
of the Company’s Series D Preferred stock, par value $10 per share, and the concurrent cancelation of the 15,000 shares of Series
F Preferred stock issued previously. We valued the transaction on the acquisition date at $250,000 and capitalized $52,743 with respect
to acquired inventory and allocated $197,257 to intangible assets.
On
February 3, 2023, the Company closed a Second Definitive Contract for the Exclusive License/Manufacturing of certain MedeSol Global Inc.
product lines for a cash payment of $25,000, paid in November 2022, and the issuance of 25,000 shares of the Company’s Series D
Preferred stock, par value $10 per share. We valued the transaction on the acquisition date at $275,000 including the cash consideration
and capitalized $76,144 with respect to acquired inventory and allocated $198,856 to intangible assets.
Purchase
price allocation is as follows:
| | |
In Fiscal Year Ended March 31, 2023
$ |
| Allocation: | |
| |
| Inventory acquired at fair market value | |
| 128,887 |
| Intangible assets acquired | |
| 911,113 |
| Total assets purchased | |
| 1,040,000 |
| | |
| |
| Consideration paid: | |
| |
| Series F Convertible Preferred shares, 15,000 shares issued, par value $1.00 | |
| 15,000 |
| Series D Convertible Preferred shares, 100,000 shares issued, par value $10.00 | |
| 1,000,000 |
| Cash paid | |
| 25,000 |
| Total | |
| 1,040,000 |
The
purchase accounting for the certain of the above transactions remain incomplete as management continues to gather and evaluate information
about circumstances that existed as of the acquisition date. Measurement period adjustments will be recognized prospectively. The measurement
period is not to exceed 12 months from the respective dates of acquisition.
Intangible
assets are amortized over their useful life, determined to be twenty (20) years, as set out below:
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
5 – ASSET ACQUISITIONS AND INTANGIBLE ASSETS
| | |
Capitalized value,
Intangible Assets |
| Open, March 31, 2022 and 2021 | |
$ | 29,538 |
| Additions: | |
| |
| Intangible assets acquired | |
| 911,113 |
| Impairment | |
| (15,000) |
| Amortization | |
| (25,367) |
| Balance, March 31, 2023 | |
$ | 900,283 |
NOTE
6 – CONVERTIBLE NOTE
(1)
On December 15, 2021, the Company executed a Convertible
Promissory Note (the “CPN”) with a third party who provided a loan in the amount of $25,000. The CPN was for a six month
term, bearing interest at 15% per annum and was convertible into shares of common stock of the Company based on the following: Upon Maturity,
the Company shall pay the entire $25,000 principal, plus any accrued and unpaid interest, back to the Lender, or at any time from the
original date of the CPN the Lender may choose to convert the unpaid balance of the CPN, and any accrued interest thereon, into shares
of the Company’s Common Stock at a fifty percent (50%) discount off of the lowest volume weighted average price ( “VWAP”)
price for the Company’s common stock during the Ten (10) trading days immediately preceding conversion date, as reported by Quote
stream.
Effective
December 15, 2021, the date of the CPN, Company recorded $25,000 as the liability on stock settled debt which
amount was amortized over the term of the notes.
On
September 15, 2022, the Company issued a total of 15,277,777 shares of common stock at a conversion price of $0.0018 per share in settlement
of the CPN and all accrued and unpaid interest.
The
carrying value, net of accrued interest, is as follows:
| | |
March 31, 2023 | |
March 31,
2022 |
| Principal issued | |
$ | — | |
$ | 25,000 |
| Stock-settled liability | |
| — | |
| 25,000 |
| | |
| — | |
| 50,000 |
| Unamortized debt discount | |
| — | |
| — |
| | |
$ | — | |
$ | 50,000 |
Interest
expense in the fiscal years ended March 31, 2023 and 2022, is as follows:
| | |
For Fiscal Years Ended |
| | |
March 31, |
| | |
2023 | |
2022 |
| Interest expense on notes | |
$ | 1,411 | |
$ | 1,089 |
| Amortization of debt discount | |
| 10,440 | |
| 14,560 |
| Total: | |
$ | 11,851 | |
$ | 15,649 |
The
accrued interest payable on extinguishment is as follows:
| | |
|
| Balance, March 31, 2022 | |
$ | 1,089 |
| Interest expense on the convertible notes | |
| 1,411 |
| Converted to common stock | |
| (2,500) |
| Balance, March 31, 2023 | |
$ | — |
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
6 – CONVERTIBLE NOTE (CONTINUED)
Gain
related to extinguishment during the fiscal year ended March 31, 2023:
| | |
|
| Debt principal | |
$ | 25,000 |
| Stock-settled liability | |
| 25,000 |
| Interest payable | |
| 2,500 |
| Issuance of 15,277,777 shares of common stock | |
| (51,944) |
| Gain on extinguishment of debt upon conversion | |
$ | 556 |
(2)
On November 23, 2022, the Company executed a Convertible
Promissory Note (the “CPN”) with a third party who provided a loan in the amount of $25,000. The CPN is for a six month term,
bears interest at 10% per annum and is convertible into shares of common stock of the Company based on the following: Upon Maturity,
the Company shall pay the entire $25,000 principal, plus any accrued and unpaid interest, back to the Lender, or at any time from the
original date of the CPN the Lender may choose to convert the unpaid balance of the CPN, and any accrued interest thereon, into shares
of the Company’s Common Stock at a fifty percent (50%) discount off of the lowest volume weighted average price ( “VWAP”)
price for the Company’s common stock during the Ten (10) trading days immediately preceding conversion date, as reported by Quote
stream.
Effective
November 23, 2022, the date of the CPN, Company recorded $25,000 as the liability on stock settled debt which
amount is amortized over the term of the notes.
The
carrying value, net of accrued interest, is as follows:
| | |
March 31, 2023 | |
March 31, 2022 |
| Principal issued | |
$ | 25,000 | |
$ | — |
| Stock-settled liability | |
| 25,000 | |
| — |
| | |
| 50,000 | |
| — |
| Unamortized debt discount | |
| (7,222) | |
| — |
| | |
$ | 42,778 | |
$ | — |
Interest
expense in the fiscal years ended March 31, 2023 and 2022 is as follows:
| | |
For Fiscal Years Ended |
| | |
March 31, |
| | |
2023 | |
2022 |
| Interest expense on notes | |
$ | 889 | |
$ | — |
| Amortization of debt discount | |
| 17,778 | |
| — |
| Total: | |
$ | 18,667 | |
$ | — |
NOTE
7 - RELATED PARTY TRANSACTIONS
William Eric
Ottens
Mr.
William Eric Ottens, our former controlling shareholder and former officer and director, provided funding for operations in the amount
of $12,498. During the nine months ended December 31, 2020, Mr. Ottens entered into a loan agreement in the amount of $12,498 which reflected
the amount of his advances payable as at March 31, 2020. The loan was for a period of nine months from May 21, 2020 and bears interest
at 6% per annum. On May 31, 2020, Mr. Ottens agreed to forgive $6,249 of the loan outstanding, leaving a principal balance of $6,249
on the loan. During the year ended March 31, 2021, Mr. Ottens made additional advances to the Company in the amount of $1,250, which
amount was paid in full as at March 31, 2021.
The
Company accrued interest of $341 on the remaining balance of the loan during the year ended March 31, 2021, paid $245 in interest payments
and a total of $417 against principal leaving an outstanding loan balance of $5,928 at March 31, 2021. During the years ended March 31,
2023 and 2022, the Company accrued interest of $353, respectively, with no repayments, bringing the balance outstanding as at March 31,
2023 and 2022 to $6,634 And $6,281, respectively.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
7 - RELATED PARTY TRANSACTIONS (CONTINUED)
Robert
Gardiner
Mr.
Gardiner joined the Board of Directors and became an officer on May 21, 2020.
During
the year ended March 31, 2022, Mr. Gardiner charged the Company $24,345 in consulting fees and $746 in expenses which amounts were fully
paid.
During
the year ended March 31, 2023, Mr. Gardiner charged the Company $15,392 in consulting fees which amounts were fully paid.
RBG
Wholesale
On
May 24, 2022 the Company issued 15,000 shares of Series F Preferred stock under the terms of an acquisition agreement discussed more
fully above in Note 5. Mr. Robert Gardiner, an officer and director of the Company, is a partner in RGB Wholesale. On
March 31, 2023, the Company determined to fully impair this asset in the amount of purchase price valued at $15,000 due to a delay in
initiating operations pursuant to the aforementioned license agreement.
On
September 15, 2022, RGB Wholesale converted 15,000 shares of Series F Preferred stock to 5,219,148 shares of the Company’s common
stock at a conversion price of $0.00282 per share.
Rodney
Nettles
Mr.
Nettles joined the Board of Directors and become an officer on May 21, 2020 and became the controlling shareholder of the Company during
October 2020. On January 3, 2023, Mr. Nettles resigned all positions with the Company and continues to be the controlling shareholder.
GS
Capital Blends LLC
At
March 31, 2021, GS Capital Blends LLC (“GSCB”), a company with officers, directors and shareholders in common, was owed a
total of $53,921 for advances payable.
During
the year ended March 31, 2022, GSCB advanced $109,148 to the Company and was repaid a total of $107,644 which included the conversion
of $65,924 of the debt into a convertible promissory note as described below for net advances of $1,503 bringing the amount owed as advances
payable to $55,424. The convertible note in the amount of $65,924 bears no interest, is payable on demand and is convertible at $0.005
per share. On the date of issuance, the Company recorded a beneficial conversion feature equal to the face value of the note, which amount
was immediately expensed.
During
the fiscal year ended March 31, 2023, GSCB advanced $34,588 to the Company of which $10,000 was a cash deposit to the corporate bank
account and the balance were expenses paid on behalf of the Company by GSCB directly. Of this amount, GSCB was repaid a total of $7,094
for net advances provided during the year of $27,494. As at March 31, 2023, advances payable to GSCB totaled $82,918.
| | |
March 31, 2023 | |
March 31, 2022 |
| Convertible note – related party | |
$ | 65,924 | |
$ | 65,924 |
| Advances – related parties | |
| 82,918 | |
| 55,424 |
| | |
$ | 148,842 | |
$ | 121,348 |
Intellectual
Property and Technology from GSCB
As
discussed in Note 5 above, during the year ended March 31, 2022 the Company issued 500,000 shares of Series D preferred stock to GS Capital
Blends as consideration with respect to an agreement, and amendments thereto, for the Purchase and License of Intellectual Property,
Product Lines, Manufacturing and Other Specified Assets (the "Agreement"). Under the terms of the Agreement GS Capital Blends
was granted a coupon of 5% on the par value of the Acquisition shares, or $500,000, through termination of a Lock-up on December 31,
2024. During the year ended March 31, 2023 the company recorded $21,507 as accrued coupon payments with respect to the Agreement.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
7 - RELATED PARTY TRANSACTIONS (CONTINUED)
1863942
Ontario Corporation
Unsecured
debt in the amount of $205,184 owed to 1863942 Ontario Corporation, an entity controlled by a shareholder of the Company who is also
the officer and director of our former subsidiary, Megola Canada, was agreed to be acquired by the Company upon the ratification of the
divestiture of Megola Canada effective March 31, 2018. Prior to the appointment of a custodian in 2018, management had agreed verbally
to retire the debt payable to 1863942 Ontario Corporation by the issuance of certain shares, however, the shares were never issued. The
amount was previously reflected on the balance sheets as “Due to Shareholder” and was non-interest bearing and due on demand.
On
November 26, 2020, the Company and 1863942 Ontario Corporation agreed to enter into a formal written promissory note with respect to
the total amount due of $205,184 and executed an unsecured convertible promissory note (the “Note”). The Note bears no interest
and is convertible at any time five days after the issuance date at the election of the holder into shares of common stock at a fixed
price of $0.0025 per share. The Company valued the beneficial conversion feature on the date the Note was issued at the fair market value
of the Company’s common stock and recorded a day one loss totaling the full-face value of the Note ($205,184), which amount was
immediately expensed.
During
the year ended March 31, 2021, 1863942 Ontario Corporation converted debt in the amount of $146,250 into 58,500,000 shares of common
stock pursuant to the Note.
During
the year ended March 31, 2022, 1863492 Ontario Corporation returned a total of 19,500,000 of the above converted shares of common stock
to treasury and the Company increased the amount of the convertible note by $48,750. There were no further payments or shares issued
for debt during the years ended March 31, 2022 or March 31, 2023.
At
March 31, 2023 and 2022, $107,684 is due on the Note and is reflected on the balance sheet as Convertible Note – Related Party.
Mark
Suchy
During
the fiscal year ended March 31, 2023, Mr. Suchy, an officer and director of the Company, advanced a total of $25 to the Company. At March
31, 2023, the amount of $25 remained due to Mr. Suchy and is reflected on the balance sheet as Advances payable – related parties.
NOTE
8 – COMMON AND PREFERRED STOCK
Preferred
Stock:
The
Company has authorized 54,000,000 shares of Preferred Stock, at various par values, of which 100 shares are designated as Series A Preferred,
200 shares are designated as Series B Preferred, 100 shares are designated as Series C Preferred, 5,000,000 shares are designated as
Series D Preferred, 5,000,000 shares are designated as Series E Preferred, 25,000,000 shares are designated as Series F Preferred, and
10,000,000 shares are designated as Series G Preferred. The Company has also designated a 2018 Special Series of Preferred stock. As
at March 31, 2023, we have 1 share designated as 2018 Special Series A Preferred Stock.
2018
Special Series A Preferred Shares:
There
is one (1) share of 2018 Special Series A Preferred stock, $0.001 par value authorized which carries the right to 51% voting control
of the Company.
At
March 31, 2023 and March 31, 2022, there was one (1) share of 2018 Special Series A Preferred stock issued and outstanding.
Series
A Preferred Shares:
There
are a total of 200 shares of Series A Preferred Stock, $0.001 par value authorized. All shares of Preferred Series “A” stock
held 12 months are eligible for conversion to common stock at a conversion price set at $0.20 cents per share and the Company has the
right to effect a mandatory conversion of the Series A Preferred stock 24 months from the date of issuance of the Series A Preferred
stock. Each Preferred Series “A” share is entitled to cast 100 votes in a shareholder meeting.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
8 – COMMON AND PREFERRED STOCK (CONTINUED)
Preferred
Stock (continued):
Series
A Preferred Share (Cont’d):
On
July 19, 2021, two shareholders holding shares of Series A Preferred stock converted 1 share each and received 250 shares of common stock
each increasing the issued and outstanding common stock of the Company by 500 shares.
At
March 31, 2023 and 2022, there were a total of 68 shares of Series A Preferred Stock issued and outstanding.
Series
B Preferred Shares:
There are a total
of 100 shares of Series B Preferred Stock, $0.001 par value, authorized. All shares of Preferred Series “B” stock are convertible
to common stock at a conversion price set at $0.05 cents per share or the 10-day average trading price of the common stock at the time
of conversion, whichever is less, and have no voting rights.
At
March 31, 2023 and March 31, 2022, there were a total of 6 shares of Series B Preferred Stock issued and outstanding.
Series
C Preferred Shares:
There
are a total of 100 shares of Series C Preferred Stock authorized, $0.001 par value. All shares of Preferred Series “C” stock
held 12 months are convertible to common stock at a conversion price set at $0.10 cents per share or the 10-day average trading price
of the common stock at the time of conversion, whichever is less. Each Preferred Series “C” share is entitled to cast 2,000
votes in a shareholder meeting.
At
March 31, 2023and March 31, 2022, there were a total of 8 shares of Series C Preferred Stock issued and outstanding.
Series
D Preferred Shares
There
are a total of 5,000,000 shares of Series D Preferred Stock authorized, $10.00 par value, which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6 month lock
up period from the date of issuance and thereafter may be converted on the basis of 25% of the shares held by the shareholder quarterly,
with no conversion resulting in the shareholder holding more than 9.99% of the issued and outstanding common stock. The shares are convertible
into common stock at $0.001 per share. The shares carry voting rights of 100 shares of common stock for each one share held. The shares
have the right to receive dividends and are anti-dilutive.
On
May 24, 2022, the Company issued a total of 75,000 shares, par value $10 per share for an asset acquisition (Note 5), 25,000 of these
shares were subsequently returned to the Company as a result of amendments to the original acquisition agreements and canceled retroactive
to the original issue date.
On
December 27, 2022, the Company issued a total of 25,000 shares, par value $10 per share for an asset acquisition (Note 5).
On
February 3, 2023, the Company issued a total of 25,000 shares, par value $10 per share for an asset acquisition (Note 5).
At
March 31, 2023and March 31, 2022, there were a total of 100,000 and 0 shares of Series D Preferred Stock issued and outstanding, respectively.
Series
E Preferred Shares
There
are a total of 5,000,000 shares of Series E Preferred Stock authorized, $5.00 par value, which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6 month lock
up period from the date of issuance and thereafter may be converted on the basis of 25% of the shares held by the shareholder quarterly,
with no conversion resulting in the shareholder holding more than 9.99% of the issued and outstanding common stock. The shares are convertible
into common stock at 35% of the 21-day average closing price of the common stock of the Company or $$0.0025 per share, whichever is higher.
The Company may elect a mandatory conversion of the stock into common shares, cash or a combination.
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
8 – COMMON AND PREFERRED STOCK (CONTINUED)
Preferred
Stock (continued):
Series
E Preferred Share (Cont’d):
of
cash and common stock after five years from the date of issuance. The shares carry voting rights of 10 shares of common stock for each
one share held. The shares are anti-dilutive. The shares have no rights to receive dividends.
At
March 31, 2023 and March 31, 2022, there were no shares issued and outstanding.
Series
F Preferred Shares
There
are a total of 25,000,000 shares of Series F Preferred Stock authorized, $1.00 par value which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6 month lock
up period from the date of issuance and thereafter may be converted into common stock and may be fully converted after 12 months of issuance.
The shares are convertible into common stock at a 25% discount to the 21-day average closing price of the common stock of the Company
or $0.0025 per share, whichever is higher. The Company may elect a mandatory conversion of the stock into common shares, cash or a combination
of cash and common stock after five years from the date of issuance. The shares carry no voting rights. The shares are anti-dilutive.
The shares have no right to receive dividends.
On
May 24, 2022 the Company issued a total of 30,000 shares of Series F Preferred Stock as consideration under the terms of two acquisition
agreements (15,000 shares for each acquisition) valued at $1.00 per share. (Note 5).
On
September 15, 2022, the Company received notices of conversion from certain holders and converted 55,000 Series F Preferred Shares into
19,503,546 shares of common stock at a conversion price of $0.00282 per share.
On
December 27, 2022, the holders of 15,000 shares of Series F Preferred Stock returned their shares for cancelation as part of an amended
acquisition agreement. (Note 5)
At
March 31, 2023 and March 31, 2022, there were 0 and 40,000 shares of Series F Preferred Stock issued and outstanding, respectively.
Series
G Preferred Shares
There
are a total of 10,000,000 shares of Series G Preferred Stock authorized, $1.00 par value which may only be issued at the direction of
the Board of Directors and with the consent of a majority of the shareholders of the Company. The shares when issued have a 6-month lock-up
period from the date of issuance and thereafter may be converted into common stock and may be fully converted after 12 months of issuance.
The shares are convertible into common stock at 50% of the 21-day average closing price of the common stock of the Company or $$0.0025
per share, whichever is higher. The Company may elect a mandatory conversion of the stock into common shares, cash or a combination of
cash and common stock after five years from the date of issuance. The shares carry no voting rights. The shares are anti-dilutive. The
shares have no rights to receive dividends.
At
March 31, 2023 and March 31, 2022, there were no shares issued and outstanding.
Common
stock:
The
Company has authorized 3,000,000,000 shares of Common Stock, $0.001 par value.
During
the year ended March 31, 2022, the Company issued 500 shares of common stock pursuant to the conversion of two shares of the Company’s
Series A Preferred stock.
Further
during the year ended March 31, 2022, the Company returned to treasury a total of 19,500,000 shares of common stock for cancellation.
During
the fiscal year ended March 31, 2023, the Company issued a total of 15,277,777 shares of common stock at a conversion price of $0.0018
per share in settlement of $25,000 in principal and $2,500 in interest payable under a convertible note (ref Note 6).
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
8 – COMMON AND PREFERRED STOCK (CONTINUED)
Common
stock (continued):
During
the fiscal year ended March 31, 2023, the Company converted 55,000 Series F Preferred Shares into 19,503,546 shares of common stock at
a conversion price of $0.00282 per share.
At
March 31, 2023 and 2022 there were a total of 269,876,882 and 235,095,560 shares of common stock issued and outstanding, respectively.
NOTE 9 - DERIVATIVE
LIABILITIES
On
March 31, 2023 and 2022, the fair market value of the 0 and 40,000 shares of Series F Convertible Preferred stock was revalued and the
Company recorded an increase to derivative liabilities of $0 and $9,866 during the fiscal years ended March 31, 2023 and 2022, respectively.
Total derivative liabilities reflected on the Company’s balance sheets at March 31, 2023 and 2022 totaled $0 and $9,866.
NOTE 10 –
OTHER EVENTS
On
March 19, 2023, the Company entered into an Exclusive Global Supply Agreement with Liquidnano, Inc. an industry leader in Liquid Glass
Screen Protection for mobile devices. These wipe-on products provide scratch, shatter, and impact resistance to all types of handheld
device screens. Under the terms of the agreement, Liquidnano, Inc. (the “Distributor”) must purchase at least $725,000 USD
of Product during the first twelve (12) months following execution of the Agreement, $1,495,000 USD of Product within months thirteen
(13) to twenty-four (24), and $2,810,000 within months twenty-five (25) to thirty-six (36), where month one (1) starts on the first day
of the calendar month immediately following the Effective Date. Volume targets beyond that will be mutually agreed upon but shall be
at least $2,810,000 USD per year. If the volume target is missed, the agreement will become nonexclusive unless at least 75% of the annual
minimum is achieved, in which case the exclusivity is not revoked. However, the shortfall must be made up the following year or the Agreement
becomes non-exclusive.
NOTE
11 – INCOME TAXES
The
provision (benefit) for income taxes consists of the following components for the fiscal years ended March 31, 2023 and 2022:
| | |
2023 | |
2022 |
| Current | |
$ | -0- | |
$ | -0- |
| Deferred | |
| -0- | |
| -0- |
| | |
$ | -0- | |
$ | -0- |
The
effective income tax rate for the fiscal years ended March 31, 2023 and 2022 consisted of the following:
| | |
2022 | |
2021 |
| Federal statutory income tax rate | |
| (21.00) | % | |
| (21.00) | % |
| State income taxes-net | |
| — | | |
| — | |
| Valuation allowance | |
| 21.00 | % | |
| 21.00 | % |
| Permanent difference | |
| 0.00 | % | |
| 0.00 | % |
| Net effective income tax rate | |
| 0.00 | % | |
| 0.00 | % |
The
Company’s total deferred tax asset, deferred tax liabilities, and deferred tax asset valuation allowance as of March 31, 2023 and
2022 were as follows:
| | |
2023 | |
2022 |
| Net operating loss carryforward | |
$ | 134,500 | |
$ | 95,200 |
| Less: valuation allowance | |
| (134,500) | |
| (95,200) |
| | |
| | |
| |
| Net Deferred tax assets | |
| — | |
| — |
Megola,
Inc.
Notes
to Audited Financial Statements
for
the Years ended March 31, 2023 and 2022
NOTE
11 – INCOME TAXES (CONTINUED)
Deferred
income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes
in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will
not be realized. The Company's deferred tax assets, in the amount of $134,500 (2022 - $95,200) consist entirely of estimated benefit
from net operating loss (NOL) carry forwards in the most recently completed three fiscal years. The Company has unfiled tax returns from
at least fiscal 2017 and therefore has limited its available net operating carryforwards.
The
Company’s deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating
loss carry forwards. Operating loss carry forwards in the amount of $640,398 (2022 - $453,257) may be further limited by changes in ownership
and other provisions of the tax laws.
NOTE 12 –
SUBSEQUENT EVENTS
On
August 22, 2023, the Company entered into an exclusive supply and distribution agreement with STAT Sanitizing LLC (“STAT”)
whereby the Company granted STAT the exclusive rights to market and sell certain Megola products within the Territory defined as the
US market for remediation services. The agreement has a term of 24 months, renewal for consecutive 12-month periods subject to STAT meeting
certain minimum purchase commitments. STAT must purchase at least $500,000 USD of product during the first 12 months from August 22,
2023, and $1,000,000USD of product during the second 12 months. Should the volume targets not be met the agreement will become non-exclusive
for the remaining term of the agreement. Any sales by the Company in the Territory or by STAT outside of the Territory, the Company will
pay STAT a commission fee of 10% of all such sales and the sales will be included in the minimum purchase commitments. The product included
in the agreement is MedeSol Cleaner Deodorizer.
The
Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined
that there are no additional subsequent events to disclose.
Index
to Exhibits
SIGNATURES
Pursuant to the requirements of
Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing an
Amendment No. 1 to Form 1-A and has duly caused this Offering Circular to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bonita Springs, Florida , on May 22, 2024.
| Megola, Inc. |
|
|
| |
|
|
| By: Robert Gardiner |
|
|
| Robert Gardiner, President, CEO and Director of Megola, Inc. |
|
|
| |
|
|
| Dated: May 22, 2024_________________________________________ |
|
|
| Megola, Inc. |
|
|
| |
|
|
| By: Joshua Johnston |
|
|
| Joshua Johnston, COO, CFO and Director of Megola, Inc. |
|
|
| |
|
|
| Dated: May 22, 2024__________________________________________ |
|
|
| Megola, Inc. |
|
|
| |
|
|
| By: Simon Johnston |
|
|
| Simon Johnston, Director of Megola, Inc. |
|
|
| |
|
|
| Dated: May 22, 2024__________________________________________ |
|
|
| Megola, Inc. |
|
|
| |
|
|
| By: Mark Suchy |
|
|
| Mark Suchy, Director of Megola, Inc. |
|
|
| |
|
|
| Dated: May 22, 2024__________________________________________ |
|
|
EXHIBIT 2A
BARBARA
K. CEGAVSKE Secretary
of State
KIMBERLEY
PERONDI
Deputy Secretary
for
Commercial Recordings |
STATE OF NEVADA
|
Commercial
Recordings Division
202
N. Carson Street
Carson
City, NV89701-4201
Telephone
(775) 684-5708
Fax
(775) 684-7138 |
| |
OFFICE
OF THE
SECRETARY
OF STATE |
|
| RUSSELL
KIDDER |
|
Job:C20190418-0414
April 18, 2019 |
| NV |
|
|
| Special | | Handling
Instructions: |
24HR
A&A EMAILED BACK R TUIN 4-18-2019
JOB#C20190418-0414
RKASSOCIATESLA@GMAIL.COM
Charges
| Description | |
Document
Number | |
Filing
Date/Time | |
Qty | |
Price | |
Amount |
| Entity
Copies | |
00011302311-92 | |
| | | |
| 69 | | |
$ | 2.00 | | |
$ | 138.00 | |
| 24-HR
Copy Expedite | |
00011302311-92 | |
| | | |
| 1 | | |
$ | 125.00 | | |
$ | 125.00 | |
| Total | |
| |
| | | |
| | | |
| | | |
$ | 263.00 | |
Payments
| Type | |
Description | |
Amount |
| Credit | |
| 5556259499566010304060 | | |
$ | 263.00 | |
| Total | |
| | | |
$ | 263.00 | |
| Credit
Balance: | |
| | | |
$ | 0.00 | |
Job
Contents:
NV
Corp Copy Request Cover Letter
RUSSELL
KIDDER
NV
BARBARA K. CEGAVSKE Secretary of State
KIMBERLEY PERONDI
Deputy Secretary for Commercial Recordings |
STATE OF NEVADA
|
Commercial Recordings Division
202 N. Carson Street
Carson
City, NV 89701 -4201
Telephone (775) 684-5708
Fax(775) 684-7138 |
| |
OFFICE
OF THE
SECRETARY OF STATE |
|
| Copy Request |
| |
|
April 18, 2019 |
| Job
Number: |
C20190418-0414 |
|
| Reference
Number: |
00011302311-92 |
|
| Expedite: |
|
|
| Through
Date: |
|
|
| Document Number(s) |
Description |
Number of Pages |
| C8085-2001-001 |
Articles of Incorporation |
3 Pages/1 Copies |
| C8085-2001-004 |
Amendment |
1 Pages/1 Copies |
| C8085-2001-005 |
Amendment |
1 Pages/1 Copies |
| C8085-2001-006 |
Amendment |
5 Pages/1 Copies |
| 20060816039-85 |
Amendment |
1 Pages/1 Copies |
| 20090373285-29 |
Amendment |
8 Pages/1 Copies |
| 20090622175-84 |
Amendment |
2 Pages/1 Copies |
| 20120347156-81 |
Amendment |
1 Pages/1 Copies |
| 20120496211-18 |
Amendment |
1 Pages/1 Copies |
| 20130670341-07 |
Certificate of Designation |
13 Pages/1 Copies |
| 20140139603-39 |
Certificate of Correction |
15 Pages/1 Copies |
| 20180265185-18 |
Certificate of Designation |
7 Pages/1 Copies |
| 20180279709-45 |
Amendment |
1 Pages/1 Copies |
| 20180311196-32 |
Certificate of Correction |
1 Pages/1 Copies |
| 20190083042-59 |
Stock Split |
1 Pages/1 Copies |
| 20190151550-59 |
Amended Designation |
4 Pages/1 Copies |
| 20190166807-60 |
Certificate of Correction |
2 Pages/1 Copies |
| 20190168617-01 |
Amendment |
2 Pages/1 Copies |
Commercial
Recording Division
202
N. Carson Street
Carson
City, Nevada 897014201
Telephone
(775) 684-5708
Fax
(775) 684-7138
| |
Respectfully, |
| |
 |
| |
|
| |
Barbara
K. Cegavske
Secretary of State |
ARTICLES
OF INCORPORATION
OF
Superior Clean, Inc.
1. Name
of Company:
Superior
Clean, Inc.
2. Resident
Agent:
| The
resident agent of the Company is: |
GoPublicToday.com,
Inc.
1701 Valmora Street
Las Vegas, Nevada 89102 |
3. Board
of Directors:
The
Company shall initially have one director (1) who is Micah Gautier and whose address is 500 N.
Rainbow Blvd. Suite 300 Las Vegas, MV 89107. This individual shall serve as director until their successor or successors
have been elected and qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized
Shares:
The
aggregate number of shares which the corporation shall have authority to issue shall consist of 20,000,000 shares of Common Stock
having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The Common and/or Preferred Stock of the
Company may be issued from time to time without prior
approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration
as may be fixed from time to time by the Board of Directors. The Board of Directors may issue
such share of Common and/or Preferred Stock in one or more series, with such voting powers,
designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution
or resolutions.
5. Preemptive
Rights and Assessment of Shares:
Holders
of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive
right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued
or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and
convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any.
the Board of Directors in its sole discretion, may determine from time to time.
The
Common Stock of the Corporation, after the amount of the subscription price has been fully paid
in, in money, property or services, as the directors shall determine, shall not he subject to assessment
to pays the debts of the corporation, nor for any other purpose, and no Common Stock, issued as folly
paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.
6. Directors’
and Officers’ Liability
A
director or officer of the corporation shall not be personally liable to this corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate
or limit the liability of a
director or officer for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of the law or (it) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders
of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior
to such repeal or modification.
7. Indemnity
Every
person who was or is a parry to, or is threatened to be made a parry to, or is involved in any such
action, suit or proceeding, whether civil, criminal, administrative or investigative, by the
reason of the fact that be or she, or a person with whom he or she is a legal representative, is or was a director of the corporation,
or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in
a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under die laws of the Slate of Nevada from time
to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts
paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith.
Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action. suit, or
proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any other right of such
directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement,
vote of stockholders, provision of law, or otherwise, as well as their rights under this article.
Without
limiting the application of the foregoing, the Board of Directors may adopt By-Laws
from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or
was a director or officer
8. Amendments
Subject
at all times to the express provisions of Section 5 on the Assessment of Shares, this
corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws,
in the manner now or hereafter prescribed by statute or the Articles of Incorporation or said By-Laws,
and all rights conferred upon shareholders are granted subject to this reservation.
9. Power
of Directors
In
furtherance, and not in limitation of those powers conferred by statute, the Board of Directors
is expressly authorized:
(a)
Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the
By-Laws of the corporation;
(b) To
authorize and caused to be executed mortgages and Hens, with or without limitations as to
amount, upon the real and personal property of the corporation;
(c) To
authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations
of other persons, corporations or business entities;
(d) To
set apart out of any funds of the corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve;
(e) By
resolution adopted by the majority of the whole board, to designate one or more committees
to consist of one or more directors of the of the corporation, which, to the extent provided on the
resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management
of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.
Such committee or committees shall have name and names as may be stated in the By-Laws
of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
All
the corporate powers of the corporation shall be exercised by the Board of Directors except
as otherwise herein or in the By-Laws or by law.
IN
WITNESS WHEREOF, I hereunder set my hand this Thursday. March 29*, 2001 hereby declaring and certifying that the facts stated hereinabove
are true.
Signature
of Incorporator
| Name: |
Stephen
Brock |
|
| Address: |
1701
Valmora Street
Las
Vegas, Nevada 89102 |
|
| Signature: |
 |
|
Certificate
of Acceptance of Appointment as Resident Agent: I. Stephen Brock, as the President of GoPublicToday.com, Inc. (GPT), hereby accept appointment of GPT as the resident agent for the above referenced company.
| |
Signature: |
|
| |
|
Stephen
Brock for GPT |
Registry
Number: C8085-2001
Certificate
of Amendment
to Articles of Incorporation
(Articles of Incorporation)
SUTERIORCLEAN,
INC.
I,
the undersigned being the Resident of SUPERIORCLEAN, INC, do hereby certify that a majority
of the stockholders holding shares in SUPERIORCLEAN, INC., have voted in favor of:
1.
That Article 4 of the original Articles of Incorporation is amended to read as follow*:
The
aggregate number of shares which the corporation shall have authority to issue shall consist of 50,000,000 shares of Common Stock having
a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The Common and/or Preferred Stock of the Company
may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such mare of Common and/or
Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or
restrictions. thereof as shall be stated in the resolution or resolutions.
The
vote by which the stockholders holding shares in the corporation entitling them to exercise at
least a majority of the voting power, as required by the provisions of the articles of incorporation, have voted in favor of the
amendment is: 52%.
 |
8/11/03 |
| Aldo
Rotondi, President |
Date |
Registry
Number CS085-2001
Certificate
of Amendment
to
Articles of Incorporation
(Pursuant to NRS 78-385 and 78.390 - After Issuance of Stock)
SUPERIORCLEAN,
INC.
I,
the undersigned being the President of SUPERIORCLEAN, INC., do hereby certify
that a majority of the stockholders holding shares in SUPERIORCLEAN, INC., have
voted in favor of:
1.
That Article 1 of the origin a! Armies of Incorporation is amended to read as follows:
“Megola,
Inc.”
The
vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power,
as required by the provisions of the
articles of incorporation, have voted in favor of the amendment is: 52%. .
 |
September
25, 2003 |
| Aldo Rotondi, President |
Date |
Important
Read attached instructions before completing form. ABOVE
SPACE IS IS FOR OFFICE USE ONLY
(Pursuant
to Nevada Revised Statutes Chapter 92A)
(excluding
92A.200(4b))
SUBMIT
IN DUPLICATE
1)
Name and jurisdiction of organization of each constituent entity (NRS 92A.2G0). If there are more than two constituent entities,
check box ☐ and attach an 8 1/2” x 11” blank sheet listing the entities continued from article one.
| Megola,
Inc. |
| Name
of acquired entity |
|
|
| |
|
|
| Nevada |
|
Corporation |
| Jurisdiction |
|
Entity type* |
| |
|
|
| and. |
|
|
| |
|
|
| Megola,
Inc. |
|
|
| Name of acquiring
entity |
|
|
| |
|
|
| Ontario.
Canada |
|
Corporation |
| Jurisdiction |
|
Entity type* |
2)
The undersigned declares that a plan of exchange has bean adopted by each constituent entity (NRS 92A.200).
*Corporation,
non-profit corporation, limited partnership, limited-liability limited partnership, limited-liability company or business
trust
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
Important Read attached instructions before completing form.
ABOVE
SPACE IS IS FOR OFFICE USE ONLY
3)
Owners approval (NRS 92A.200)(options a, b, or c must be used for each entity) (if there are more than two constituent entities,
check box ☐ and attach an 8 1/2” x 11” blank sheet listing the entities continued from article three);
| (a) |
|
Owner’s approval was not required from: |
| |
|
|
| |
|
Megola, Inc. |
| |
|
Name of acquired entity, if applicable |
| |
|
|
| |
|
arid, or, |
| |
|
|
| |
|
Name of acquiring entity, if applicable |
| |
|
|
| (b) |
|
The plan was approved by the required consent of the owners of*: |
| |
|
|
| |
|
Name of acquired entity, if applicable |
| |
|
|
| |
|
and, or, |
| |
|
|
| |
|
Megola, Inc. |
| |
|
Name of acquiring entity, if applicable |
•
Unless otherwise provided in the certificate of trust or governing Instrument of a business trust an exchange must be approved by all
the trustees and beneficial owners of each business trust that is a constituent entity in the exchange.
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
Important Read attached Instructions before completing form. ABOVE
SPACE IS IS FOR OFFICE USE ONLY
(e)
Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160):
The
plan of exchange has been approved by the directors of the corporation and by each public
officer or other person whose approval of the plan of exchange is required by the articles of incorporation of the domestic corporation.
| |
|
Name of acquired entity, if applicable |
| |
|
|
| |
|
arid, or, |
| |
|
|
| |
|
Name of acquiring entity, if applicable |
| |
|
|
| (4) |
Location of Plan of Exchange (check a or b): |
| |
|
|
| ____ |
(a) |
The entire plan of exchange is attached; |
| |
|
|
| |
|
or, |
| |
|
|
| ☒ |
(b) |
The entire plan of exchange Is on file at the registered office of the acquiring corporation, limited-liability company or
business trust or at the records office address if a limited partnership, or other place of
business of the acquiring entity (NRS 92A-200). |
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
Important Read attached instructions
before completing form. ABOVE
SPACE IS IS FOR OFFICE USE ONLY
5)
Effective date (optional)*:
6)
Signatures - Must be signed by: An officer of each Nevada
corporation; Ail general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager
of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business
trust (NRS 92A230)** (if there are more than two constituent entities, check box ☐ and attach an 8” x 11” blank sheet listing
the entities continued from article eight):
| Megola,
Inc. |
| Name
of acquired entity |
| |
| |
| Signature |
Title
|
Date |
| |
| Megola,
inc. |
| Name
of acquiring entity |
| |
| |
| Signature |
Title |
Date |
*
An exchange takes effect upon filing the articles of exchange or upon a later date as specified In the articles, which
must not be more than 90 days after the articles are filed (NRS 92A.240).
“The
articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing It (NRS 92A.230).
Additional signature blocks may be added to this page or as an attachment as needed.
IMPORTANT:
Failure to include any of the above information and submit the proper feet may cause this filing to be rejected.
FILING
FEE: $350.00
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
Important Read attached instructions
before completing form. ABOVE
SPACE IS IS FOR OFFICE USE ONLY
7)
Effective date (optional) : ______________________
8)
Signatures – Must be signed by : An officer of each Nevada corporation; All general Partners of each Nevada limited
partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with
managers or as the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)** (If there are more
than two constituent entities, check box ☐ and attach an 8 1/2” x 11” blank sheet listing the entities continued from
article right):
*
An exchange takes effect upon filing the articles of exchanges or upon a later date as specified in the articles which must not be more
than 80 days after the articles are filed (NRS 92A.240).
*
The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing (NRS 92A.230).
Additional signature blocks may be added to this page or as an attachment, as needed.
IMPORTANT:
Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
FILING
FEE: $350.00
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
Important: Read attached instructions before completing form.
ABOVE SPACE IS
FOR OFFICE USE ONLY
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 – After Issuance of Stock)
| 1. | Name
of corporation: Megola Inc |
| 2. | The
articles have been amended as follows (provide article numbers, if available): |
Article
3
Currently
shows $55,000,000
Please
amend to show $200,000,000
$
0.001 per value
| 3. | The
vote by which the stockholders holding shares in the corporation entitling them to exercise
at least a majority of the voting power, or such greater proportion of the voting power as
may be required in the case of a vote by classes or series, or as may be required by the
provisions of the articles of incorporation have voted in favor of the amendment is: 51.8% |
| 4. | Effective
date of filing (optional): |
| 5. | Officer
Signatures (required): /s/ signature |
*If
any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares
representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions
on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit the proper Fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
USE
BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporation
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name
of corporation:
Megola,
Inc.
2. The
articles have been amended as follows: (provide article numbers, if available)
By
adding the attached CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS of SERIES
A AND SERIES B CONVERTIBLE PREFERRED STOCK to the Articles of Incorporation section
authorizing stock.
3. The
vote by which the stockholders holding shares in the corporation entitling them to exercise a
least a majority of the voting power, or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required by the provisions of the articles
of Incorporation* have voted In favor of the amendment is: Not
required
| 4. | Effective
date of filing: (optional) (must
not be later than 90 days after the certificate is filed) |
5. Signature:
(required)
X  |
|
| Signature
of Officer |
|
*If
any proposed amendment would after or change any preference or any relative or other right given to any class or series of outstanding
shares, the* the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the
holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations
or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above Information and submit with the proper fees may cause this filling to be rejected.
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
ARTICLES
OF AMENDMENT TO
ARTICLES
OF INCORPORATION OF
MEGOLA,
INC
CERTIFICATE
OF DESIGNATION,
PREFERENCES
AND RIGHTS
of
SERIES
A AND SERIES B CONVERTIBLE PREFERRED STOCK
Megola,
Inc., a corporation organized and existing under the laws of the State of Nevada (the
“Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors” or
the “Board”), pursuant to authority of the Board of Directors as required by applicable
corporate law, and in accordance with the provisions of its Certificate of Incorporation and
Bylaws, has and hereby authorizes a series of the Corporation’s previously authorized Preferred
Stock, par value $0,001 per share (the “Preferred Stock”), and hereby states the designation
and number of shares, and fixes the rights, preferences, privileges, powers and restrictions
thereof, as follows:
SERIES
A PREFERRED STOCK DESIGNATION AND AMOUNT
3,500,000
shares of the authorized and unissued Preferred Stock of the Corporation are hereby
designated “Series A Convertible Preferred Stock” with the following rights, preferences,
powers, privileges, restrictions, qualifications and limitations.
1. Stated
Value. For every twenty five (25) shares of the Company’s Common Stock tendered in Company’s April 2009 Exchange Offer (the
“Exchange Offer”) to exchange Series A Convertible Preferred Stock for shares of common stock, the holder of such Common
Stock will receive one (1) share of the Company’s Series A Convertible Preferred Stock. The stated value
of each issued share of Series A Convertible Preferred Stock shall be deemed to be $5.00 (me
“Stated Value”).
2. Dividends.
No dividends are payable on the Series A Convertible Preferred Stock.
3. Voting.
On any matter presented to the stockholders of the Corporation for their action
or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of a meeting), each
holder of outstanding shares of Series A Convertible Preferred
Stock shall be entitled to cast one hundred (100) votes for each Series A Convertible Preferred
Stock, Except as Provided by law, holders of Series A Convertible Preferred Stock shall
vote together with the holders of Common Stock, and with the holders of any other series of Preferred
Stock the terms of which so provide, together as a single class.
4. Liquidation,
Dissolution, or Winding-Up; Certain Mergers, Consolidations and Asset Sales.
a. Payments
to Holders of Series A Convertible Preferred Stock. Upon any liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the holders of the shares of Series A Convertible Preferred Stock shall be paid, before any payment shall
be paid to the holders of Common Stock, or any other stock ranking on liquidation junior to me
Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred Stock held by such holder equal
to the Stated Value.
b. Payments
to Holders of Junior Stock. After the payment of all preferential amounts required to be
paid to the holders of the Series A Convertible Preferred Stock and any other class or series
of stock of the Corporation ranking on liquidation senior to or on a parity with the Series A Convertible Preferred Stock, the holders
of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets of the Corporation available for distribution
to its stockholders as otherwise set forth in the Certificate of Incorporation.
5. Optional
Conversion. The holders of Series A Convertible Preferred Shares shall have the conversion
rights as follows (the “Conversion Rights”).
(e)
Right to Convert. Each share of Series A Convertible Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the “Conversion Date” (as
defined in Section 9 below), and without the payment of additional consideration by the holder
Thereof, into such number of fully-paid and nonassessable shares of Common Stock as is determined
by dividing (1) the Stated Value per share by (2) the Series A Conversion Price in effect
at the time of conversion. The “Series A Conversion Price” shall be $0.20 per share or the “Value of the Common Stock”
at the time of conversion, whichever is less. That “Value of the
Common Stock” will be equal to the average “Closing Price” (as defined in Section 9 below)
of the Common Stock for each of the ten (10) consecutive trading days immediately prior to
the date of conversion. The Series A Conversion Price, and the rate at which shares of Series A Convertible Preferred Stock may be converted
into shares of Common Stock, shall not be subject to
further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred
Stock. In lieu of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of die total number
of shares of Series A Convertible Preferred Stock
the holder is at the time converting into Common Stock and die aggregate number of shares
of Common Stock issuable upon such conversion.
(c) Mechanics
of Conversion.
(i)
For a holder of Series A Convertible Preferred Stock to voluntarily convert shares of
Series A Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender die certificate or certificates for such shares of Series A Convertible Preferred Stock (or, if the registered holder
alleges that such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and agreement reasonably acceptable
to the Corporation to indemnify the Corporation against any claim that may be made against die Corporation on account of the alleged
loss, theft, or destruction of such certificate) at the office of the transfer agent for the Series A Convertible Preferred Stock
(or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice
that the holder elects to convert all or any number of the shares of the Series A Convertible Preferred Stock represented by such
certificate or certificates and, if applicable, any event on which such conversion is contingent The notice shall state the
holder’s name or the names of the nominees issued. If required by the Corporation, certificates surrendered for
conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or his, her, or its attorney duly authorized in writing. The close of business on the date of
receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves
as its own transfer agent) shall be the time of conversion (the “Conversion Time”), and the
shares of Common Stock issuable upon conversion of die shares represented by such certificate shall be deemed to be outstanding of
record as of that date. The Corporation shall, as soon as practicable after me Conversion Time, issue and deliver at such office to
the holder of Series A
Convertible Preferred Stock, or to his, her, or its nominee(s), a certificate or certificates for the number of shares of Common
Stock to which the holders) shall be entitled, together with cash
in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series A Convertible Preferred Stock is outstanding,
reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the conversion of the Series A Convertible
Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series A Convertible Preferred Stock; and if, at
any time, the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding
shares of the Series A Convertible Preferred Stock, die Corporation shall take such corporate
action as may be necessary to increase its authorized but unissued shares of Common Stack
to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain
the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.
(iii)
All shares of Series A Convertible Preferred Stock that shall have been surrendered for conversion as herein provided shall
no longer be deemed to be outstanding, and
all rights with respect to such shares, including the rights, if any, to receive notices, to vote, and to receive payment of any
dividends accrued or declared but unpaid thereon, shall immediately cease and terminate at the Conversion Time, except only the
right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series A Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without
the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized
number of shares of Series A Convertible Preferred
Stock accordingly.
(iv)
The holders of Series A Convertible Preferred Stock shall pay any and
all issue and other similar taxes that may be payable in respect of any issuance or delivery of
shares of Common Stock upon conversion of shares of Series A Convertible Preferred Stock pursuant
to this Section 5.
6. Mandatory
Conversion. The Corporation has the right on any date 24 months after the date of issue of the Series A Convertible
Preferred Stock, after giving 60 days prior written
notice, (the “Mandatory Conversion Date”) to cause the Series A Convertible Preferred
Stock not then converted to convert into a number of fully paid and nonassessable shares of Common Stock at the Series A Conversion
Price as provided in Section 5 above. The
procedures for Mandatory Conversion shall be similar to those for Voluntary Conversion set forth
in Section 5 above, except the transaction shall be mandatory and not voluntary.
7. Intentionally
omitted
8. Waiver.
Any of the rights, powers, or preferences of the holders of Series A Convertible Preferred Stock set forth herein may be
waived by the affirmative consent or vote of the
holders of at least a majority of the shares of Series A Convertible Preferred Stock then outstanding.
9. Definitions.
As used herein, the following terms shall have the following meanings:
a. “Affiliate”
means with respect to any individual, corporation, partnership, association, trust,
or any other entity (in each case, a “Person”), any Person that, directly or indirectly,
Controls, is Controlled by, or is under common Control with such Person, including without limitation, any general partner, executive
officer, or director of such Person or any holder of ten percent or more of the outstanding equity or voting power of such Person.
b. “Closing
Price” for any day means: (i) the average closing bid price of the Common Stock on the ten prior trading
days on die principal securities exchange on which the Common Stock is then listed or admitted to trading or on Nasdaq, as
applicable, (ii) if on such day such shares of Common Stock are not then listed or admitted to trading on any securities exchange or
system, the average closing bid price of the Common Stock on the ten prior trading days
for the Common Stock in the domestic over-the-counter market as reported on the Over die Counter
Bulletin Board (the “OTCBB”), or, (iii) if on such ten day period such shares of Common
Stock are not then listed or admitted to trading on any securities exchange or system, the average closing bid price of the Common
Stock on the ten prior trading days for the Common Stock
in the domestic over-the-counter market as reported on the by the National Quotation Bureau,
Incorporated, or any other successor organization. If at any time such shares of Common Stock are not listed on any domestic
exchange or quoted in the NASDAQ System or the domestic over-the-counter market or reported in the “Pink Sheets,” the
Closing Price shall be the fair
market value thereof determined by an independent appraiser selected in good faith by die Board
of Directors.
c. “Control”
means me possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” shall mean 12 months from the closing date of the Exchange Offer.
e. “Person”
shall mean any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be
a person under Section 13(dX3) of the Securities Exchange Act of 1934, as amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system
on which shares of Common Stock are listed for trading shall be open for business or, if
the shares of Common Stock shall not be listed on such exchange, association, or quotation system for such day, a day with respect to
which trades in the United States domestic over-the-counter market shall be reported.
SERIES
B PREFERRED STOCK DESIGNATION AND AMOUNT
1,500,000
shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series
B Convertible Preferred Stock” with the following rights, preferences, powers, privileges, restrictions, qualifications
and limitations.
1. Stated
Value. For every ten dollars ($10.00) of Debt of Megola to you tendered in Company’s April 2009 Debt Exchange
Offer (the “Exchange Offer”) to exchange Series B Convertible Preferred Stock for Debt of Megola, Megola
will issue one (1) share of the Company’s Series B Convertible Preferred Stock. The stated value of each issued
share of Series B Convertible Preferred Stock shall be deemed to be ten dollars ($10.00) (the “Stated Value”).
2. Dividends.
No dividends are payable on the Series B Convertible Preferred Stock.
3. Voting.
The Series B Convertible Preferred Stock has no voting rights.
4. Liquidation.
Dissolution, or Winding-Up: Certain Mergers. Consolidations and Asset Sales.
a. Payments
to Holders of Series B Convertible Preferred Stock. Upon any liquidation, dissolution
or winding-up of the Corporation, whether voluntary or involuntary, the holders of the shares of Series B Convertible Preferred
Stock shall be paid, before any payment shall be paid to the holders of Common Stock, or any other
stock ranking on liquidation junior to the Series B Convertible Preferred Stock, an amount for each share of Series B
Convertible Preferred Stock held by such holder equal to the Stated Value.
b. Payments
to Holders of Junior Stock. After the payment of all preferential amounts required
to be paid to the holders of the Series B Convertible Preferred Stock and any other class or series of stock of
the Corporation ranking on liquidation senior to or on a parity with the Series B Convertible Preferred Stock, the holders
of shares of Junior Stock then outstanding shall be entitled to receive the remaining assets of the Corporation available
for distribution to its stockholders as otherwise set forth in the Certificate of Incorporation.
5. Optional
Conversion. The holders of Series B Convertible Preferred Shares shall have the conversion rights as follows (the
“Conversion Rights”).
(a) Right
to Convert. Each share of Series B Convertible Preferred Stock shall be convertible, at the
option of the holder thereof, at any time after the “Conversion Date” (as defined below), and without the payment of additional
consideration by the holder thereof, into such number of fully-paid and nonassessable shares
of Common Stock as is determined by dividing (1) the Stated Value per share by (2) the Series B
Conversion Price in effect at the time of conversion. The “Series B Conversion Price” shall be $0.10 per share or the “
Value of the Common Stock” at the time of conversion, whichever is less. That” Value of the Common Stock”
will be equal to the average “Closing Price” (as defined in Section 9 below) of the Common Stock for each of
the ten (10) consecutive trading days immediately prior to the date of conversion. The Series B Conversion Price, and
the rate at which shares of Series B Convertible Preferred Stock may be converted into shares of Common Stock, shall not be subject
to further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series
B Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation
shall pay cash equal to such fraction multiplied by the fair market value of a share
of Common Stock as determined in good faith by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion
shall be determined on the basis of the total number of shares of Series B Convertible Preferred Stock the holder is at the time converting
into Common Stock and the aggregate number of shares of Common Stock issuable upon
such conversion.
(c)
Mechanics of Conversion.
(i) For
a holder of Series B Convertible Preferred Stock to voluntarily convert shares of Series B Convertible Preferred Stock
into shares of Common Stock, that holder shall surrender the certificate
or certificates for such shares of Series B Convertible Preferred Stock (or, if the registered holder alleges mat
such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and agreement reasonably acceptable
to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation
on account of the alleged loss, theft, or destruction of such certificate), at the office of the transfer agent for
the Series B Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as
its own transfer agent), together with written notice that the holder elects to convert all or any number of the shares
of the Series B Convertible Preferred Stock represented by such certificate or certificates and, if applicable, any event on which
such conversion is contingent. The notice shall state the holder’s name or die names of the nominees
in which the bolder wishes the certificate or certificates for shares of Common Stock to be issued. If required
by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or
his, her, or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent
of such certificates (or lost certificate affidavit and agreement) and notice (or by the Corporation if the Corporation
serves as its own transfer agent) shall be me time of conversion (the “Conversion Time”), and the shares
of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be
outstanding of record as of that date. The Corporation shall, as soon as practicable after die Conversion Time, issue
and deliver at such office to die holder of Series B Convertible Preferred Stock, or to his, her, or its nominee(s),
a certificate or certificates for the number of shares of Common Stock to which the holders) shall be entitled,
together with cash in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series B Convertible Preferred Stock is outstanding,
reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the
conversion of the Series B Convertible Preferred Stock, such number of its duly authorized shares of Common Stock
as shall from time to time be sufficient to effect the conversion of all outstanding Series B Convertible Preferred
Stock; and if, at any time, me number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion
of all then-outstanding shares of the Series B Convertible Preferred Stock, the Corporation shall take such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the
Certificate of Incorporation.
(iii)
All shares of Series B Convertible Preferred Stock that shall have been surrendered for conversion
as herein provided shall no longer be deemed to be outstanding, and all rights with respect
to such shares, including the rights, if any, to receive notices, to vote, and to receive payment of any dividends
accrued or declared but unpaid thereon, shall immediately cease and terminate at the Conversion Time, except only die right of the holders
thereof to receive shares of Common Stock in exchange therefor. Any shares of Series B Convertible Preferred Stock so converted shall
be retired and cancelled and shall not be reissued as shares of such series, and the Corporation
(without the need for stockholder action) may from time to time take such appropriate action
as may be necessary to reduce the authorized number of shares of Series B Convertible Preferred Stock accordingly.
(iv)
Upon any such conversion, no adjustment to the Series B Conversion Price shall be
made for any accrued or declared but unpaid dividends on the Series B Convertible Preferred Stock surrendered for
conversion or on the Common Stock delivered upon conversion.
(v)
The holders of Series B Convertible Preferred Stock shall pay any and all issue and
other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion
of shares of Series B Convertible Preferred Stock pursuant to this Section 5.
6._Mandatory
Conversion, The Corporation has the right on any date 24 months after the date of issue of the Series B
Convertible Preferred Stock, after giving 60 days prior written notice, (the “Mandatory Conversion Date”) to cause
the Series B Convertible Preferred Stock not then converted to convert into a number of fully paid and nonassessable shares of Common
Stock at the Series B Conversion Price as provided in Section 5 above. The procedures
for Mandatory Conversion shall be similar to those for Voluntary Conversion set forth in Section 5 above,
except the transaction shall be mandatory and not voluntary.
7.
Definitions. As used herein, the following terms shall have the following meanings:
a. “Affiliate” means
with respect to any individual, corporation, partnership, association, trust, or any
other entity (in each case, a “Person”), any Person that, directly or indirectly. Controls, is Controlled by, or is
under common Control with such Person, including without limitation, any general partner, executive officer,
or director of such Person or any holder often percent or more of the outstanding equity or voting power of such
Person,
b. “Closing
Price” for any day means: (i) the average closing bid price of the Common Stock
on the ten prior trading days on the principal securities exchange on which the Common Stock is then listed or admitted
to trading or on Nasdaq, as applicable, (ii) if on such day such shares of Common Stock are not then listed or admitted to trading
on any securities exchange or system, the average closing bid price of the Common Stock on the
ten prior trading days for the Common Stock in the domestic over-the-counter market as reported on the Over the
Counter Bulletin Board (the “OTCBB”), or, (iii) if on such ten day period such shares of Common Stock are not then
listed or admitted to trading on any securities exchange or system, the average closing bid price of the Common Stock
on the ten prior trading days for the Common Stock in the domestic over-the-counter market as reported on the by the National
Quotation Bureau, Incorporated, or any other successor organization. If at any time such shares of
Common Stock are not listed on any domestic exchange or quoted in the NASDAQ System or the domestic over- the-counter
market or reported in the “Pink Sheets,” the Closing Price shall be the fair market value thereof determined
by an independent appraiser selected in good faith by the Board of Directors.
c. “Control” means
the possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” shall mean 12 months from the closing date of the Exchange Offer.
e. “Person” shall
mean any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(dX3) of
the Securities Exchange Act of 1934, as amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system
on which shares of Common Stock are listed for trading shall be open for business or, if the shares of Common Stock shall not be
listed on such exchange, association, or quotation system for such day, a day with respect
to which trades in the United States domestic over-the-counter market shall be reported.
[signature page follows]
IN
WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized officer of
the Corporation on this 24 day of April, 2009.
| |
MEGOLA
INC. |
| |
|
| |
By: |
 |
| |
|
Name:
Joe E Gardner
Title:
President C.E.0 |
Certificate
of Amendment to Articles of incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name
of corporation:
Megola
lnc.
2. The
articles have been amended as follows: (provide article numbers, if available)
By
adding the attached CERTIFICATE OF AMENDMENT TO MEGOLA, INC. CERTIFICATE OF DESIGNATION,
PREFERENCES AND RIGHTS OF SERIES A AND SERIES B CONVERTIBLE PREFERRED
STOCK to the Articles of Incorporation section authorizing stock.
3. The
vote by which the stockholders holding shares in the corporation entitling them to exercise a
least a majority of the voting power, or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required by the provisions of the articles
of incorporation* have voted in favor of the amendment is:
Not
required
4.
Effective date of filing: (optional)
(must
not be later than 90 days after the certificate is filed)
5. Signature:
(required)
X  |
|
| Signature
of Officer |
|
*lf
any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the
holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations
or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
CERTIFICATE
OF AMENDMENT TO
MEGOLA,
INC.
CERTIFICATE
OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A
AND
SERIES B CONVERTIBLE PREFERRED STOCK
Megola,
Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), does hereby certify
that:
1. The
following resolutions were duly adopted by an action of the Board of Directors of the Corporation, pursuant to the authority conferred
upon the Board of Directors by the provisions of the Articles of Incorporation of the Corporation, as amended:
RESOLVED,
that the provisions of the Articles of Amendment to Articles of Incorporation of Megola, Inc. Certificate of Designation, Preferences
and Rights of Series A and Series B Convertible Preferred Stock, filed with the State of Nevada on April 28, 2009 (the “Certificate
of Designation”), shall be amended by adding the following Section 5(d) after Section 5(c) of the Certificate of Designation in
the Section entitled “Series B Preferred Stock Designation and Amount”:
“Notwithstanding
anything to the contrary set forth herein, at no time may a holder of Series B Convertible Preferred Stock convert all or a portion of
such holder’s shares of Series B Convertible Preferred Stock if the number of shares of Common Stock to be issued pursuant to such
conversion, when aggregated with all other shares of Common Stock owned by such holder at such time, would result in the holder beneficially
owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of the Common
Stock issued and outstanding at such time.”
2. Such
resolution also was duly approved by written consent of the holders of a majority of the outstanding shares of Series A Convertible Preferred
Stock (as defined in the Certificate of Designation) and the Series B Convertible Preferred Stock (as defined in the Certificate of Designation)
issued pursuant to the Certificate of Designation.
3. This
amendment to the Certificate of Designation was duly adopted in accordance with the provisions of Section 78.1955 of the corporate law
of the State of Nevada.
IN
WITNESS WHEREOF, Megola, Inc. has caused this Certificate of Amendment to be executed this 17th day of August, 2009.
| |
MEGOLA,
INC. |
| |
|
| |
By: |
 |
| |
Name:
|
|
| |
Title: |
|
USE
BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385
and 78.390 - After Issuance of Stock)
1. Name
of corporation:
MEGOLA, INC.
2. The
articles have been amended as follows: (provide article numbers, if available)
Upon
the effectiveness of the amendment contained in this Certificate of Amendment (the “Effective Date”) each fifty (50)
shares of Common Stock, par value $.001 per share, of this Corporation’s issued and outstanding Common Stock at the close of
business on the Effective Date shall be converted into one (1) I
share of fully paid and nonassessable Common Stock, without change in the aggregate number of shares of I Common Stock this
Corporation shall be authorized to issue pursuant to this Article 3. Each stockholder who
would be entitled to a fraction of a share of Common Stock as a result of the conversion (the “Share Fraction”)
will be rounded up to next nearest share.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise a
least a majority of the voting power, or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required by the provisions of the articles
of incorporation* have voted in favor of the amendment is:
51.059%
Effective date and time of filing: (optional) Date: Time:
(must
not be later than 90 days after the certificate is filed)
5. Signature/(required)
| X |
|
| Signature
of Officer |
|
*lf
any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the
holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations
or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
USE
BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 781385 and 78.390 - After Issuance of Stock)
1. Name
of corporation:
MEGOLA,
INC
2. The articles have been amended as follows: (provide article numbers, if available)
1,500,000
Series B Convertible Preferred stock (stated value $10 per share) designation and| amount 4a) Right to Convert to Common
shares:
Series
B Convertible Preferred Stock conversion price to Common Shares shall be amended change the conversion
price of $. 10 (ten cents) to .$05 (five cents)
Currently
there are 367,879 preferred shires with stated value of $10 per share issued to date
Nothing
herein shall prevent any officer, director or affiliate of the corporation from convert all of his or her
series b preferred stock to common stock.
3. The
vote by which the stockholder holding shares in the corporation entitling hereto exercise a
least a majority of the voting power, or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required by the provisions of the articles
of incorporation* have voted in favor of the amendment is: 65%
4. Effective
date and time of filing: (optional) Date: Time:
(must
not be later than 90 days after the certificate is filed)
5. Signature:
(required)
| X |
|
| Signature
of Officer |
|
*If
any proposed/amendment would alter or change any preference or any relative or other right given to any (lass or series; of outstanding
shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required of the holders of shares
representing a majority of tie voting power of each class or series affected by the amendment
regardless to limitations
or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filling to be rejected.
| This
form must be accompanied by appropriate fees. See attached fee schedule. |
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate
of Designation For
Nevada
Profit Corporations
(Pursuant
to NRS 78.1955)
1. Name
of corporation:
Megola. Inc.
2. By
resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following
regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series
of stock.
Pursuant
to the authority vested in the Board of Directors of the Company, the provisions of its Articles of Incorporation, and in accordance
with the Nevada Revised Statutes, the Board of Directors hereby authorizes the filing of a Certificate of Designation, Preferences and
Rights of Series A, Series B and Series C Convertible Preferred Stock of the Company. The Company is authorized to issue Series A, Series
B and Series C Convertible Preferred Stock with par value of $0,001 per share, which shall have the powers, preferences and rights and
the qualifications, limitations and restrictions thereof, as follows: The designation of such series of the Preferred Stock shall be
the Series A. Series B and Series C Convertible Preferred Stock, par value $0,001 per share. The maximum number of shares of Series A
Convertible Preferred Stock shall be 2,000,000 shares. The maximum number of shares of Series B Convertible Preferred Stock shall be
1,500,000 shares. The maximum number of shares of Series C Convertible Preferred Stock shall be 1,500,000.
3. Effective
date of filing: (optional)
(must
not be later than 90 days after the certificate is filed)
4. Signature:
(required)
X  |
|
| Signature
of Officer |
|
Filing
Fee: $175.00
IMPORTANT:
Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
|
ARTICLES
OF AMENDMENT TO
ARTICLES
OF INCORPORATION OF
MEGOLA,
INC.
CERTIFICATE
OF DESIGNATION,
PREFERENCES
AND RIGHTS
of
SERIES
A, SERIES B AND SERIES C CONVERTIBLE PREFERRED STOCK
Megola,
Inc., a corporation organized and existing under the laws of the State of Nevada (the
“Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of
Directors” or the
“Board”), pursuant to authority of the Board of Directors as required by applicable
corporate law, and in accordance with the provisions of its Certificate of Incorporation and
Bylaws, has and hereby amends the Series A and Series B Convertible Preferred Stock which
was previously authorized and hereby authorizes Series C Convertible Preferred Stock, par
value $0,001 per share (collectively the “Preferred Stock”), and hereby states the designation
and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, as follows:
SERIES
A CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
The
total amount previously authorized for the Series A Preferred Convertible Stock shall be
reduced from 3,500,000 shares to 2,000,000 shares. The “Series A Convertible Preferred Stock”
shall have the following rights, preferences, powers,
privileges, restrictions, qualifications and limitations.
1. Stated
Value. The stated value of each issued share of Series A Convertible Preferred Stock shall
be deemed to be five dollars ($5.00) (the “Stated Value”).
2. Dividends.
No dividends are payable on the Series A Convertible Preferred Stock.
3. Voting.
On any matter presented to the stockholders of the Corporation for their action or consideration
at any meeting of stockholders of the Corporation (or by written consent of stockholders
in lieu of a meeting), each holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to cast one hundred
(100) votes for each share of Series A Convertible Preferred
Stock. Except as provided by law, holders of Series A Convertible Preferred Stock shall vote together
with the holders of Common Stock, and with the holders of any other series of Preferred
Stock the terms of which so provided, together as a single class.
4. Liquidation.
Dissolution, or Winding-Up; Certain Mergers, Consolidations and Asset Sales.
a. Payments
to Holders of Series A Convertible Preferred Stock. Upon any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the shares of Series A
Convertible Preferred Stock shall be paid, before any payment shall
be paid to the holders of Common Stock, or any other stock ranking on liquidation junior to the
Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred
Stock held by such holder equal to the Stated Value.
b.
Payments to Holders of Junior Stock. After the payment of all preferential amounts
required to be paid to the holders of the Series A Convertible Preferred Stock and any other
class or series of stock of the Corporation ranking on liquidation senior to or on a parity with
the Series A Convertible Preferred Stock, the holders of shares of junior stock then outstanding
shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise set
forth in the Certificate of Incorporation.
5.
Optional Conversion. The holders of Series A Convertible Preferred Shares shall have the conversion
rights as follows (the “Conversion Rights”).
(a) Right
to Convert. Each share of Series A Convertible Preferred Stock shall be convertible, at the
option of die holder thereof, at any time after the “Conversion Date” (as
defined below), and without the payment of additional consideration by the holder thereof, into
such number of fully-paid and non-assessable shares of Common Stock as determined by dividing (1) the Stated Value per share by (2) the
Series A Conversion Price in effect at the time of conversion. The “Series A Conversion
Price” shall be $0.20 per share or the “Value of the Common Stock”
at the time of conversion, whichever is less. That “Value of the Common Stock” will be equal to the average “Closing
Price” (as defined in Section 9 below) of the Common Stock for each of the ten (10)
consecutive trading days immediately prior to the date of conversion. The Series A Conversion Price, and the rate at which shares of
Series A Convertible Preferred Stock may be converted into shares of Common Stock, shall
not be subject to further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock. In lieu
of any fractional shares to which
the holder would otherwise be entitled, me Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number
of shares of Series A Convertible Preferred Stock the holder is at the time converting into
Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
(c) Mechanics
of Conversion.
(i)
For a holder of Series A Convertible Preferred Stock to voluntarily convert
shares of Series A Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender the certificate or certificates for such shares of Series A Convertible Preferred Stock
(or, if the registered holder alleges that such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the
Corporation against any claim that may be made against the Corporation on account of the alleged
loss, theft, or destruction of such certificate), at the office of the transfer agent for the
Series
A Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation
serves as its own transfer agent), together with written notice that the holder elects to
convert all or any number of the shares of the Series A Convertible Preferred Stock represented
by such certificate or certificates and, if applicable, any event on which such conversion
is contingent. The notice shall state the holder’s name or the names of the nominees in
which the holder wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or
instruments of transfer, in form satisfactory to the Corporation, duly executed by
the registered holder or his, her, or its attorney duly authorized in writing. The close
of business on the date of receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves as its own transfer agent) shall be
the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the
shares represented by such certificate shall be deemed to be outstanding of record as of that
date. The Corporation shall, as soon as practicable after the Conversion Time, issue and deliver at such office to the holder of
Series A Convertible Preferred Stock, or to his, her, or its nominee(s), a certificate or certificates for the number of shares of
Common Stock to which the holders) shall be entitled, together with cash in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series A Convertible Preferred Stock is outstanding, reserve and keep available out of its
authorized but unissued stock,
for the purpose of effecting the conversion of the Series A Convertible Preferred Stock, such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series A Convertible Preferred Stock; and if, at
any time, the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then-outstanding shares of the Series A Convertible Preferred
Stock, the Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to the Certificate of Incorporation.
(iii)
All shares of Series A Convertible Preferred Stock that have been surrendered for conversion as herein provided shall no longer be deemed
to be outstanding, and all rights with respect to such shares, including the rights, if any, to receive notices, to vote, and to receive
payment of any dividends accrued or declared but unpaid thereon, shall immediately cease
and terminate at the Conversion Time, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor. Any shares of Series A Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the
need for stockholder action) may from time to time take
such appropriate action as may be necessary to reduce the authorized number of shares of Series
A Convertible Preferred Stock accordingly.
(iv)
The holders of Series A Convertible Stock shall pay any and all issue and other similar taxes that
may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion
of shares of Series A Convertible Preferred Stock pursuant to this Section 5.
6. Mandatory
Conversion. The Corporation has the right on any date 24 months after the date of
issue of the Series A Convertible Preferred Stock, after giving 60 days prior written notice, (the
“Mandatory Conversion Date”) to cause the Series A Convertible Preferred Stock not then
converted to convert into a number of fully paid and non-assessable shares of Common Stock
at the Series A Conversion Price as provided in Section 5 above. The procedures for Mandatory Conversion shall be similar to those
for Voluntary Conversion set forth in Section 5 above,
except the transaction shall be mandatory and not voluntary.
7. Waiver.
Any of the rights, powers, or preferences of the holders of Series A Convertible Preferred
Stock set forth herein may be waived by the affirmative consent or vote of the holders of
a least a majority of the shares of Series A Convertible Preferred Stock then outstanding.
8. Definitions.
As used herein, the following terms shall have the following meanings:
a. “Affiliate” means
with respect to any individual, corporation, partnership, association, trust, or any
other entity (in each case, a “Person”), any Person that, directly or indirectly, Controls, is Controlled by,
or is under common Control with such Person, including without limitation, any
general partner, executive officer, or director of such Person or any holder often
percent or more of the outstanding equity or voting power of such Person.
b. “Closing
Price” for
any day means: (i) the average closing bid price of the Common Stock for the ten prior
trading days on the principal securities exchange on which the Common Stock is then
listed or admitted to trading or on Nasdaq, as applicable, (ii) if on such day such
shares of Common Stock are not then listed or admitted to trading on any securities exchange
or system, the average closing bid price of the Common Stock on the ten prior trading days
for the Common Stock in the domestic over-the-counter market as reported on the OTCMarkets (the “OTCM”), or, (Hi) if on such ten day period such shares of Common Stock are
not then listed or admitted to trading on any securities exchange or system, the average closing
bid price of the Common Stock on the ten prior trading days for the Common Stock in the
domestic over-the-counter market as reported on the by the National Quotation Bureau, Incorporated,
or any other successor organization. If at any time such shares of Common Stock are not
listed on any domestic exchange or quoted in the NASDAQ System or the domestic over- the-counter
market or reported in the “Pink Sheets,” the Closing Price shall be the fair market value
thereof determined by an independent appraiser selected in good faith by the Board of Directors.
c. “Control” means
the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” the Class A Series Convertible Preferred Shares can only be converted to
common stock following a 6 months period from the date the Class A Convertible Preferred shares are issued.
e. “Person” shall
mean any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system on which shares of Common Stock
are listed for trading shall be open
for business or, if the shares of Common Stock shall not be listed on such exchange, association,
or quotation system for such day, a day with respect to which trades in the United States
domestic over-the-counter market shall be reported.
SERIES
B CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
1,500,000
shares of the authorized and unissued Preferred Stock of the Corporation are hereby
designated “Series B Convertible Preferred Stock” with the following rights, preferences, powers,
privileges, restrictions, qualifications and limitations.
1. Stated
Value. The stated value of each issued share of Series B Convertible Preferred Stock shall
be deemed to be ten dollars ($10.00) (the “Stated Value”).
2. Dividends.
No dividends are payable on the Series B Convertible Preferred Stock.
3. Voting.
The Series B Convertible Preferred Stock has no voting rights.
4. Liquidation,
Dissolution, or Winding-Up; Certain Mergers. Consolidations and Asset Sales.
a. Payments
to Holders of Series B Convertible Preferred Stock. Upon any liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the holders of the shares of Series B Convertible Preferred
Stock shall be paid, before any payment shall be paid to the holders of Common
Stock, or any other stock ranking on liquidation junior to the Series A Convertible Preferred Stock, an amount per share equal
to the Stated Value.
b. Payments
to Holders of Junior Stock. After the payment of all preferential amounts required
to be paid to the holders of the Series B Convertible Preferred Stock and any other
class or series of stock of the Corporation ranking on liquidation senior to or on a parity with
the Series B Convertible Preferred Stock, the holders of shares of junior stock then outstanding
shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise
set forth in the Certificate of Incorporation.
5. Optional
Conversion. The holders of Series B Convertible Preferred Shares shall have the conversion rights as follows (the
“Conversion Rights”).
(a)
Right to Convert. Each share of Series B Convertible Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the “Conversion Date” (as
defined below), and without the payment of additional consideration by the holder thereof, into
such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing
(1) the Stated Value per share by (2) the Series B Conversion Price in effect at the time
of
conversion. The “Series B Conversion Price” shall be $0.05 per share or the “Value of the Common Stock” at the
time of conversion, whichever is less. That “Value of the Common Stock” will be equal to the average “Closing Price”
(as defined in Section 9 below) of the Common Stock for the ten (10) consecutive trading days immediately prior to the date of conversion.
The Series B Conversion Price shall not be subject to further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series B Convertible Preferred Stock. In lieu
of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number
of shares of Series B Convertible Preferred Stock the holder is at the time converting into
Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
(c) Mechanics
of Conversion.
(i)
For a holder of Series B Convertible Preferred Stock to voluntarily convert
shares of Series B Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender the certificate or certificates for such shares of Series B Convertible Preferred Stock
(or, if the registered holder alleges that such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the
Corporation against any claim that may be made against the Corporation on account of the alleged
loss, theft, or destruction of such certificate), at the office of the transfer agent for the Series
B Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation
serves as its own transfer agent), together with written notice that the holder elects to
convert all or any number of the shares of the Series B Convertible Preferred Stock represented
by such certificate or certificates and, if applicable, any event on which such conversion
is contingent. The notice shall state the holder’s name or the names of the nominees in
which the holder wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by the registered holder
or his, her, or its attorney duly authorized in writing. The close of business on the date
of receipt by the transfer agent of such certificates (or lost certificate affidavit and
agreement) and notice (or by the Corporation if the Corporation serves as its own transfer agent) shall be the time of conversion (the
“Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate
shall be deemed to be outstanding of record as of that date. The Corporation shall, as soon as practicable after the Conversion Time,
issue and deliver at such office to the holder of Series B Convertible Preferred Stock, or to his, her, or its nominee(s), a certificate
or certificates for the number of shares of Common Stock to which the holder(s) shall be
entitled, together with cash in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series B Convertible Preferred Stock is outstanding, reserve and keep available out of
its authorized but unissued stock, for the purpose of effecting the conversion of the Series B Convertible Preferred Stock, such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series B Convertible Preferred Stock; and if, at
any time, the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then-outstanding shares of the Series B Convertible Preferred
Stock, the Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to the Certificate of Incorporation.
(iii)
All shares of Series B Convertible Preferred Stock that shall have been
surrendered for conversion as herein provided shall no longer be deemed to be outstanding, and
all rights with respect to such shares, including the rights, if any, to receive notices, to vote, and
to receive payment of any dividends accrued or declared but unpaid thereon, shall immediately cease
and terminate at the Conversion Time, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor. Any shares of Series B Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of
such series, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may
be necessary to reduce the authorized number of shares of Series B Convertible Preferred Stock accordingly.
(iv)
Upon such conversion, no adjustments to the Series B Convertible Price
shall be made for any accrued or declared but unpaid dividends on the Series B Convertible Preferred
Stock surrendered for conversion or on the Common Stock delivered upon conversion.
(v)
The holders of Series B Convertible Preferred Stock shall pay any and all issue and other similar
taxes that may be payable in respect for any issuance or delivery of shares of Common Stock
upon conversion of shares of Series B Convertible Preferred Stock pursuant to this Section S.
6. Mandatory
Conversion. The Corporation has the right on any date 24 months after the date of
issue of the Series B Convertible Preferred Stock, after giving 60 days prior written notice, (the
“Mandatory Conversion Date”) to cause the Series B Convertible Preferred Stock not then
converted to convert into a number of fully paid and non-assessable shares of Common Stock
at the Series B Conversion Price as provided in Section 5 above. The procedures for Mandatory Conversion shall be similar to those
for Voluntary Conversion set forth in Section 5 above,
except the transaction shall be mandatory and not voluntary.
7. Definitions.
As used herein, the following terms shall have the following meanings:
a.
“Affiliate” means with respect to any individual, corporation, partnership, association, trust, or any other entity
(in each case, a “Person”), any Person that, directly or indirectly, Controls, is Controlled by, or is under common
Control with such Person, including without
limitation, any general partner, executive officer, or director of such Person or any holder
often percent or more of the outstanding equity or voting power of such Person.
b. “Closing
Price” for any day means: (i) the average closing bid price of the Common Stock
for the ten prior trading days on the principal securities exchange on which the Common
Stock is then listed or admitted to trading or on Nasdaq, as applicable, (ii) if on such day
such shares of Common Stock are not then listed or admitted to trading on any securities exchange
or system, the average closing bid price of the Common Stock on the ten prior trading days
for the Common Stock in the domestic over-the-counter market as reported on the OTCMarkets
(the “OTCM”), or, (iii) if on such ten day period such shares of Common Stock are
not then listed or admitted to trading on any securities exchange or system, the average closing
bid price of the Common Stock on the ten prior trading days for the Common Stock in the
domestic over-the-counter market as reported on the by the National Quotation Bureau, Incorporated,
or any other successor organization. If at any time such shares of Common Stock are not listed
on any domestic exchange or quoted in the NASDAQ System or the domestic over- the-counter
market or reported in the “Pink Sheets,” the Closing Price shall be the fair market value
thereof determined by an independent appraiser selected in good faith by the Board of Directors.
c. “Control” means
the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” the Class C Series Convertible Preferred Shares can only be converted to
common stock following a 6 months period from the date the Class C Convertible Preferred shares are issued.
e. “Person”
shall mean any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system
on which shares of Common Stock are listed for trading shall be open for business or,
if the shares of Common Stock shall not be listed on such exchange, association, or
quotation system for such day, a day with respect to which trades in the United States domestic over-the-counter market shall
be reported.
SERIES
C CONVERTIBLE PREFERRED STOCK
DESIGNATION AND AMOUNT
1,500,000
shares of the authorized and unissued Preferred Stock of the Corporation are hereby
designated “Series C Convertible Preferred Stock” with the following rights, preferences,
powers, privileges, restrictions, qualifications and limitations.
1.
Stated Value. The stated value of each issued share of Series C Convertible Preferred Stock shall
be deemed to be two dollars ($2.00) (the “Stated Value”).
2. Dividends
and Interest Paid. No dividends are payable on the Series C Convertible Preferred Stock. Each share of the Company’s Series
C Convertible Preferred Stock shall be entitled to an interest
payment of zero point six seven percent (0.67%) per month of the stated value of Series C
Convertible Preferred Stock held and shall be paid quarterly to the Holder. If such payment is not
made, then Holder shall be entitled to receive additional Series C Convertible Preferred Stock
equal to the interest payment due to the Holder.
3. Voting
and Anti-Dilution. Each share of Series C Preferred Stock is entitled to cast 2,000 votes.
If at any time or from time to time after the Issuance Date there is a capital reorganization of
the Common Shares including a reverse or forward split then, as a part of such reorganization, provisions
shall be made so that the Holders of Class C Preferred Shares shall thereafter be entitled to receive, upon conversion of its Series
C Preferred Shares the number of common shares
or other securities or property to which a holder of the such preferred shares would have been entitled to receive had the Holder of
Series C Preferred Shares converted such shares immediately
prior to such capital reorganization, at the Conversion Ratio then in effect.
4. Liquidation,
Dissolution, or Winding-Up; Certain Mergers, Consolidations and Asset Sales.
a. Payments
to Holders of Series C Convertible Preferred Stock. Upon any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders
of the shares of Series C Convertible Preferred Stock shall be paid, before any payment shall
be paid to the holders of Common Stock, or any other stock ranking on liquidation junior to
the
Series C Convertible Preferred Stock, an amount for each share of Series C Convertible Preferred Stock held by such holder
equal to the Stated Value.
b. Payments
to Holders of Junior Stock. After the payment of all preferential amounts required
to be paid to the holders of the Series C Convertible Preferred Stock and any other
class or series of stock of the Corporation ranking on liquidation senior to or on a parity with
the Series C Convertible Preferred Stock, the holders of shares of Junior Stock then outstanding
shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise
set forth in the Certificate of Incorporation.
5. Optional
Conversion. The holders of Series C Convertible Preferred Shares shall have the conversion rights as follows (the “Conversion
Rights”).
(a) Right
to Convert. Each share of Series C Convertible Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the “Conversion Date” (as
defined below), and without the payment of additional consideration by the holder thereof, into
such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing
(1) the Stated Value per share by (2) the Series C Conversion Price in effect at the time of
conversion. The “Series C Conversion Price” shall be convertible to common shares on a one
(1) Class C Series Convertible Preferred share into one Common Share at a convertible rate which is the lesser of $0.10 per share or
the stock market value of the Common Stock at the time of conversion. The market value of the “Value of the Common
Stock” per share at the time of conversion. That “Value of the
Common Stock” will be equal to the average “Closing Price” (as defined in Section 9
below) of the Common Stock for each of the ten (10) consecutive trading days immediately prior to the date of conversion. The
Series C Conversion Price, and the rate
at which shares of Series C Convertible Preferred Stock may be converted into shares of Common
Stock, shall not be subject to further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon
conversion of the Series C Convertible Preferred Stock. In lieu of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number
of shares of Series C Convertible Preferred Stock the holder is at the time converting into
Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
(c) Mechanics
of Conversion.
(i)
For a holder of Series C Convertible Preferred Stock to voluntarily convert
shares of Series C Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender the certificate or certificates for such shares of Series C Convertible Preferred Stock
(or, if the registered holder alleges that such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the
Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of such
certificate), at the office of the transfer agent for the Series
C Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation
serves as its own transfer agent), together with written notice that the holder elects to
convert all or any number of the shares of the Series C Convertible Preferred Stock represented
by such certificate or certificates and, if applicable, any event on which such conversion
is contingent. The notice shall state the holder’s name or the names of the nominees in
which the holder wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments
of transfer, in form satisfactory to the Corporation, duly executed by die registered holder or his, her, or its attorney duly authorized
in writing. The close of business on the date of receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves as its own transfer agent) shall be
the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares
represented by such certificate shall be deemed to be outstanding of record as of that date. The
Corporation shall, as soon as practicable after the Conversion Time, issue and deliver at
such office to the holder of Series C Convertible Preferred Stock, or to his, her, or its
nominee(s), a certificate or certificates for the number of shares of Common Stock to which the holder(s) shall be entitled, together
with cash in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series C Convertible Preferred Stock is outstanding, reserve and keep available out of its
authorized but unissued stock,
for the purpose of effecting the conversion of the Series C Convertible Preferred Stock, such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series C Convertible Preferred Stock; and if,
at
any time, the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then-outstanding shares of the Series C Convertible Preferred
Stock, the Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to the Certificate of Incorporation.
(iii)
All shares of Series C Convertible Preferred Stock that shall have been
surrendered for conversion as herein provided shall no longer be deemed to be outstanding, and
all rights with respect to such shares, including the rights, if any, to receive notices, to vote, and
to receive payment of any dividends accrued or declared but unpaid thereon, shall immediately cease
and terminate at the Conversion Time, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor. Any snares of Series C Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the
need for stockholder action) may from time to time take such appropriate action as may be
necessary to reduce the authorized number of shares of Series C Convertible Preferred Stock accordingly.
(iv)
Upon any such conversion, no adjustment to the Series C Conversion Price shall be made for any accrued
or declared but unpaid dividends on the Series C Convertible Preferred Stock surrendered for conversion or on the Common Stock delivered
upon conversion.
(v)
The holders of Series C Convertible Preferred Stock shall pay any and all issue and other similar
taxes that may be payable in respect of any issuance or delivery of shares of Common Stock
upon conversion of shares of Series C Convertible Preferred Stock pursuant to this Section 5.
6. Mandatory
Conversion. The Corporation has the right on any date 24 months after the date of
issue of the Series C Convertible Preferred Stock, after giving 60 days prior written notice, (the “Mandatory
Conversion Date”) to cause the Series C Convertible Preferred Stock not then
converted to convert into a number of fully paid and non-assessable shares of Common Stock
at the Series C Conversion Price as provided in Section 5 above. The procedures for Mandatory
Conversion shall be similar to those for Voluntary Conversion set forth in Section 5 above,
except the transaction shall be mandatory and not voluntary.
7. Definitions.
As used herein, the following terms shall have the following meanings:
a. “Affiliate” means
with respect to any individual, corporation, partnership, association, trust, or any
other entity (in each case, a “Person”), any Person that, directly or indirectly, Controls, is Controlled by, or
is under common Control with such Person, including without limitation, any general
partner, executive officer, or director of such Person or any holder of ten percent or
more of the outstanding equity or voting power of such Person.
b. “Closing
Price” for any day means: (i) the average closing bid price of the Common
Stock on the ten prior trading days on the principal securities exchange on which the Common
Stock is then listed or admitted to trading or on Nasdaq, as applicable, (ii) if on such day such shares of Common
Stock are not then listed or admitted to trading on any securities exchange
or system, the average closing bid price of the Common Stock on the ten prior trading days
for the Common Stock in the domestic over-the-counter market as reported on the OTCMarkets
(the “OTCM”), or, (iii) if on such ten day period such shares of Common Stock are
not then listed or admitted to trading on any securities exchange or system, the average closing
bid price of the Common Stock on the ten prior trading days for the Common Stock in the
domestic over-the-counter market as reported on the by the National Quotation Bureau, Incorporated, or any other successor
organization. If at any time such shares of Common Stock are
not listed on any domestic exchange or quoted in the NASDAQ System or the domestic over-the-counter
market or reported in the “Pink Sheets,” the Closing Price shall be the fair market value
thereof determined by an independent appraiser selected in good faith by the Board of Directors.
c. “Control” means
the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” the
Class C Series Convertible Preferred Shares can only be converted to common stock following
a 6 months period from the date the Class C Convertible Preferred shares are issued.
e. “Person”
shall mean any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system
on which shares of Common Stock are listed for trading shall be open for business or, if
the shares of Common Stock shall not be listed on such exchange, association, or
quotation system for such day, a day with respect to which trades in the United States domestic over-the-counter market shall
be reported.
IN
WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized
officer of the Corporation on this 8th day of May, 2013.
| |
MEGOLA
INC. |
| |
|
| |
By |
|
| |
|
Name:
Magaly Bianchini Title: President and C.E.O |
USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate
of Correction
(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)
1. The
name of the entity for which correction is being made: Megola,
Inc.
2. Description
of the original document for which correction is being made: Certificate
of Designation
3. Filing
date of the original document for which correction is being made: 10/14/2013
4. Description
of the inaccuracy or defect:
SERIES
B CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT
7.
d. “Conversion Date” the Class C Series Convertible Preferred Shares can only be convened 10 common stock following a 6 months
period from the date the Class C Convertible Preferred shares arc issued.
5. Correction
of the inaccuracy or defect:
The
Class C Series Convertible Preferred Shares was inadvertently stated and it should read as followed:
SERIES
B CONVERTIBLE PREFERRED STOCK DESIGNATION AND AMOUNT
7.
d “Conversion Date” the Series B Convertible Preferred Share, can only be convened to common stock following a
6 months period from the date the Series B Convertible Preferred shares are issued,”
(See
attached Exhibit A and Certificate of Designation)
6. Signature:
X
 |
President |
2/19/14 |
| Authorized
Signature |
Title
* |
Date |
•
If entity is a corporation, it must be signed by an officer if stock has been issued. OR an incorporator or director if stock has not
been issued: a limited-liability
company, by a manager or managing members, a limited partnership or limited-liability limited partnership, by a general partner; a limited-liability
partnership, by a managing partner: a business trust, by a trustee.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
Nevada
Secretary
of state Correction Revised 3-26-09 |
EXHIBIT
A
SERIES
A CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
5.
a. Right to Convert. Each share of Series A Convertible Preferred Stock shall be
convertible,
at the option of the holder thereof, at any time after the “Conversion Date” (as defined
below), and without the payment of additional consideration by the holder thereof, into such number of fully-paid and non-assessable
shares of Common Stock as determined by dividing (I) the Stated Value per share by (2) the Series
A Conversion Price in effect at the time of conversion. The “Series A Conversion
Price” shall be $0.20 per share or the “‘Value of the Common Stock” at the time of conversion, whichever
is less. The “Value of the Common Stock” will be equal to the average “Closing Price’” (as defined in Section
8 below) of the Common Stock for each of the ten (10) consecutive trading days immediately prior
to the date of conversion. The Series A Conversion Price, and the rate at which shares of Series A Convertible Preferred
Stock may be converted into shares of Common Stock, shall not be subject to further adjustment.
5.
c. (iv) The
holders of Series A Convertible Stock shall pay any and all issue and
other
similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock
upon conversion of shares of Series A Convertible Preferred Stock pursuant to this Section 5.
8.
d. “Conversion Date” the Series A Convertible Preferred Stock can only be converted
to common stock following a 6 months period from the date the Series A Convertible Preferred
shares are issued.
SERIES
B CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
4. a. Payments
to Holders of Series B Convertible Preferred Stock. Upon any liquidation, dissolution or winding-up
of the Corporation, whether voluntary or involuntary, the holders of the shares of Series B Convertible Preferred Stock shall be paid,
before any payment shall be paid to the holders of Common Stock, or any other stock ranking on liquidation junior to the Series B Convertible
Preferred Stock, an amount per share equal to the Stated Value.
5. a. Right
to Convert. Each share of Series B Convertible Preferred Stock shall be convertible, at the option of the holder thereof,
at any time after the “Conversion Date” (as defined below), and without the
payment of additional consideration by the holder thereof, into such number of fully-paid and non-assessable shares of Common
Stock as is determined by dividing (I) the Stated
Value per share by (2) the Series B Conversion Price in effect at the time of conversion. The “Series B Conversion Price”
shall be $0.05 per share or the “Value of the Common Stock” at the time of conversion, whichever is less. That
“Value of the Common Stock” will be equal to the average “Closing Price” (as defined in Section 7 below) of the
Common Stock for the ten (10) consecutive trading days immediately prior to the date of conversion.
The Series B Conversion Price shall not be subject to further adjustment.
EXHIBIT
A
7. d. “Conversion
Date” the
Series B Convertible Preferred Stock can only be converted to common stock following a 6 months period from the date
the Series B Convertible Preferred shares are
issued.
SERIES
C CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
5.
a. Right to Convert. Each share of Series C Convertible Preferred Stock shall be convertible, at the option of the
holder thereof at any time after the “Conversion Date” (as defined below),
and without the payment of additional consideration by the holder thereof, into such number of fully-paid and non-assessable
shares of Common Stock as is determined by dividing (1) the Stated Value per share by (2) the
Series C Conversion Price in effect at the time of conversion. The “Series C Conversion Price” shall be
convertible to common shares on a one (I) Series C Convertible Preferred share into one Common
Share at a convertible rate which is the lesser of $0.10 per share or the stock market
value of the Common Stock at the time of conversion. I he “Value of the Common Stock” will be equal
to the average ‘“Closing Price” (as defined in Section 7 below) of the Common Stock for each of the ten (10)
consecutive trading days immediately prior to the date of conversion. The Series C Conversion
Price, and the rate at which shares of Series C Convertible Preferred Stock may be
converted into shares of Common Stock, shall not be subject to further adjustment.
7.
d. “Conversion Date” the Series C Convertible Preferred Shares can only be converted
to common stock following a 6 months period from the date the Series C Convertible Preferred
shares are issued.
ARTICLES
OF AMENDMENT TO
ARTICLES
OF INCORPORATION OF
MEGOLA,
INC.
CERTIFICATE
OF DESIGNATION,
PREFERENCES
AND RIGHTS
of
SERIES
A, SERIES B AND SERIES C CONVERTIBLE PREFERRED STOCK
Megola,
Inc., a corporation organized and existing under the laws of the State of Nevada (the
“Corporation”), hereby certifies that the Board of Directors of the Corporation (the “Board of Directors*’
or the “Board”), pursuant to authority of the Board of Directors as required by applicable corporate law, and
in accordance with the provisions of its Certificate of Incorporation and
Bylaws, has and hereby amends the Series A and Series B Convertible Preferred Stock which
was previously authorized and hereby authorizes Series C Convertible Preferred Stock, par
value $0,001 per share (collectively the “Preferred Stock”), and hereby states the designation
and number of shares, and fixes the rights, preferences, privileges, powers and restrictions thereof, as follows:
SERIES
A CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
The
total amount previously authorized for the Series A Preferred Convertible Stock shall be
reduced from 3,500,000 shares to 2,000,000 shares. The “Series A Convertible Preferred Stock”
shall have the following rights, preferences, powers,
privileges, restrictions, qualifications and limitations.
1. Stated
Value. The stated value of each issued share of Series A Convertible Preferred Stock shall
be deemed to be five dollars ($5.00) (the “Stated Value”).
2. Dividends.
No dividends are payable on the Series A Convertible Preferred Stock.
3
Voting. On any matter presented to the stockholders of the Corporation for their action or consideration
at any meeting of stockholders of the Corporation (or by written consent of stockholders
in lieu of a meeting), each holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to cast one hundred
(100) votes for each share of Series A Convertible
Preferred Stock. Except as provided by law, holders of Series A Convertible Preferred
Stock shall vote together with the holders of Common Stock, and with the holders of any
other series of Preferred Stock the terms of which so provided, together as a single class.
4.
Liquidation. Dissolution, or Winding-Up: Certain Mergers. Consolidations and Asset Sales
a. Payments
to Holders of Series A Convertible Preferred Stock. Upon any liquidation,
dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders of the shares of Series A
Convertible Preferred Stock shall be paid, before any payment shall be paid to the holders of Common Stock, or any other stock
ranking on liquidation junior to the
Series A Convertible Preferred Stock, an amount for each share of Series A Convertible Preferred
Stock held by such holder equal to the Stated Value.
b.
Payments to Holders of Junior Stock. After the payment of all preferential amounts
required to be paid to the holders of the Series A Convertible Preferred Stock and any-other
class or series of stock of the Corporation ranking on liquidation senior to or on a parity with
the Series A Convertible Preferred Stock, the holders of shares of junior stock then outstanding
shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise set
forth in the Certificate of Incorporation.
5.
Optional Conversion. The holders of Series A Convertible Preferred Shares shall have the conversion
rights as follows (the “Conversion Rights”).
(a) Right
to Convert. Each share of Series A Convertible Preferred Stock shall
be convertible, at the option of the holder thereof, at any time after the “Conversion Date” (as
defined below), and without the payment of additional consideration by the holder thereof, into
such number of fully-paid and non-assessable shares of Common Stock as determined by-dividing
(I) the Stated Value per share by (2) the Series A Conversion Price in effect at the time of conversion. The “Series A Conversion
Price” shall be $0.20 per share or the “Value of the Common
Stock’ at the time of conversion, whichever is less. The “Value of the Common Stock”
will be equal to the average ‘“Closing Price” (as defined in Section 8 below) of the Common
Stock for each of the ten (10) consecutive trading days immediately prior to the date of conversion. The Series A Conversion Price, and
the rate at which shares of Series A Convertible Preferred Stock may be converted into shares
of Common Stock, shall not be subject to further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Convertible Preferred Stock. In lieu
of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number
of shares of Series A Convertible Preferred Stock the holder is at the time converting into
Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion
(c) Mechanics
of Conversion.
(i)
For a holder of Series A Convertible Preferred Stock to voluntarily convert
shares of Series A Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender the certificate or certificates for such shares of Series A Convertible Preferred Stock
(or. if the registered holder alleges that such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and agreement
reasonably acceptable to the Corporation to indemnify the
Corporation against any claim that may be made against the Corporation on account of the alleged
loss, theft, or destruction of such certificate), at the office of the transfer agent for the
Series
A Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation
serves as its own transfer agent), together with written notice that the holder elects to
convert all or any number of the shares of the Series A Convertible Preferred Stock represented
by such certificate or certificates and, if applicable, any event on which such conversion
is contingent. The notice shall state the holder’s name or the names of the nominees in
which the holder wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation,
duly executed by the registered holder or his, her, or its attorney duly authorized in writing.
The close of business on the date of receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves
as its own transfer agent) shall be the time of conversion (the “Conversion Time”), and the
shares of Common Stock issuable upon conversion of the shares represented by such certificate
shall be deemed to be outstanding of record as of that date The Corporation shall, as soon as practicable after the Conversion Time,
issue and deliver at such office to the holder of Series A Convertible Preferred Stock,
or to his, her. or its nominee(s), a certificate or certificates for the number of shares
of Common Stock to which the holder(s) shall be entitled, together with cash in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series A Convertible Preferred Stock is outstanding, reserve and keep available out of its
authorized but unissued stock,
for the purpose of effecting the conversion of the Series A Convertible Preferred Stock. such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series A Convertible Preferred Stock, and if, at
any time, the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then-outstanding shares of the Series A Convertible Preferred
Stock, the Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary
amendment to the Certificate of Incorporation.
(iii)
All shares of Series A Convertible Preferred Stock that have been surrendered
for conversion as herein provided shall no longer be deemed to be outstanding, and all rights with respect to such shares, including
the rights, if any, to receive notices, to vote, and to
receive payment of any dividends accrued or declared but unpaid thereon, shall immediately cease
and terminate at the Conversion Time, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor. Any shares of Series A Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the
need for stockholder action) may from time to time take
such appropriate action as may be necessary to reduce the authorized number of shares of Series
A Convertible Preferred Stock accordingly.
(iv)
The holders of Series A Convertible Stock shall pay any and all issue and other similar taxes that
may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion
of shares of Series A Convertible Preferred Stock pursuant to this Section 5.
6
Mandatory Conversion. The Corporation has the right on any date 24 months after the date of
issue of the Series A Convertible Preferred Stock, after giving 60 days prior written notice, (the “Mandatory Conversion
Date”) to cause the Series A Convertible Preferred Stock not then
converted to convert into a number of fully paid and non-assessable shares of Common Stock
at the Series A Conversion Price as provided in Section 5 above. The procedures for Mandatory Conversion shall be similar to those
for Voluntary Conversion set forth in Section 5 above,
except the transaction shall be mandatory and not voluntary.
7. Waiver.
Any of the rights, powers, or preferences of the holders of Series A Convertible Preferred
Stock set forth herein may be waived by the affirmative consent or vole of the holders of at least a majority of the shares of Series
A Convertible Preferred Stock then outstanding.
8. Definitions.
As used herein, the following terms shall have the following meanings
a. “Affiliate” means
with respect to any individual, corporation, partnership, association, trust, or any
other entity (in each case, a “Person”), any Person that, directly or indirectly,
Controls, is Controlled by, or is under common Control with such Person, including without
limitation, any general partner, executive officer, or director of such Person or any holder
of ten percent or more of the outstanding equity or voting power of such Person.
b. “Closing
Price” for any day means: (i) the average closing bid price of the Common
Stock for the ten prior trading days on the principal securities exchange on which the Common
Stock is then listed or admitted to trading or on Nasdaq, as applicable, (ii) if on such day
such shares of Common Stock are not then listed or admitted to trading on any securities exchange or system, the average closing bid
price of the Common Stock on the ten prior trading days for the Common Stock in the
domestic over-the-counter market as reported on the OTC Markets (the “OTCM”), or,
(iii) if on such ten day period such shares of Common Stock are not then listed or
admitted to trading on any securities exchange or system, the average closing bid price
of the Common Stock on the ten prior trading days for the Common Stock in the domestic
over-the-counter market as reported on the by the National Quotation Bureau, Incorporated,
or any other successor organization. If at any time such shares of Common Stock are not
listed on any domestic exchange or quoted in the NASDAQ System or the domestic over- the-counter
market or reported in the “Pink Sheets,” the Closing Price shall be the fair market value
thereof determined by an independent appraiser selected in good faith by the Board of Directors.
c. “Control” means
the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” the Series A Convertible Preferred Stock can only be converted to common
stock following a 6 months period from the date the Series A Convertible Preferred shares are issued.
e. “Person”
shall mean any individual, partnership, firm, corporation, association, trust,
unincorporated organization or other entity, as well as any syndicate or group that
would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934. as amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system on which shares of
Common Stock are listed for trading shall be open
for business or, if the shares of Common Stock shall not be listed on such exchange, association,
or quotation system for such day, a day with respect to which trades in the United States
domestic over-the-counter market shall be reported.
SERIES
B CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
1,500.000
shares of the authorized and unissued Preferred Stock of the Corporation are hereby
designated “Series B Convertible Preferred Stock” with the following rights, preferences, powers,
privileges, restrictions, qualifications and limitations.
1. Stated
Value. The stated value of each issued share of Series B Convertible Preferred Stock shall
be deemed to be ten dollars ($10.00) (the “Stated Value”).
2. Dividends.
No dividends are payable on the Series B Convertible Preferred Stock.
3. Voting.
The Series B Convertible Preferred Stock has no voting rights.
4. Liquidation.
Dissolution or Winding-Up: Certain Mergers. Consolidations and Asset Sales.
a. Payments
to Holders of Series B Convertible Preferred Stock. Upon any liquidation, dissolution or winding-up of the Corporation, whether
voluntary or involuntary, the holders of the shares of Series B Convertible Preferred Stock shall be paid, before any payment shall
be paid to the holders of Common Stock, or any other stock ranking on liquidation junior to the
Series B Convertible Preferred Stock, an amount per share equal to the Stated Value.
b. Payments
to Holders of Junior Stock. After the payment of all preferential amounts required to be paid to the holders of the Series B
Convertible Preferred Stock and any- other class or series of stock of the Corporation
ranking on liquidation senior to or on a parity with the Series B Convertible Preferred
Stock, the holders of shares of junior stock then outstanding shall be entitled to
receive the remaining assets of the Corporation available for distribution to its stockholders as otherwise set forth in the
Certificate of Incorporation
5. Optional
Conversion. The holders of Series B Convertible Preferred Shares shall have the conversion rights as follows (the “Conversion
Rights”).
(a)
Right to Convert. Each share of Series B Convertible Preferred Stock shall be convertible,
at the option of the holder thereof, at any time after the “Conversion Date” (as
defined below), and without the payment of additional consideration by the holder thereof. into
such number of fully-paid and non-assessable shares of Common Stock as is determined by dividing
(1) the Stated Value per share by (2) the Series B Conversion Price in effect at the time
of
conversion. The “Series B Conversion Price” shall be $0.05 per share or the ‘“Value of the Common
Stock” at the time of conversion, whichever is less. That “Value of the Common Stock” will be equal to the average
“Closing Price” (as defined in Section 7 below) of the Common
Stock for the ten (10) consecutive trading days immediately prior to the date of conversion.
The Series B Conversion Price shall not be subject to further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon
conversion of the Series B Convertible Preferred Stock. In lieu of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number
of shares of Series B Convertible Preferred Stock the holder is at the time converting into
Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
(c) Mechanics
of Conversion.
(i)
For a holder of Series B Convertible Preferred Stock to voluntarily convert
shares of Series B Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender the certificate or certificates for such shares of Series B Convertible Preferred Stock
(or, if the registered holder alleges that such certificate has been lost, stolen, or destroyed. a lost certificate affidavit and
agreement reasonably acceptable to the Corporation to indemnify the
Corporation against any claim that may be made against the Corporation on account of the alleged
loss, theft, or destruction of such certificate), at the office of the transfer agent for the Series
B Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation
serves as its own transfer agent), together with written notice that the holder elects to
convert all or any number of the shares of the Series B Convertible Preferred Stock represented
by such certificate or certificates and, if applicable, any event on which such conversion
is contingent. The notice shall state the holder’s name or the names of the nominees in
which the holder wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation, certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or his, her, or its attorney duly authorized in writing. The close of
business on the date of receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves
as its own transfer agent) shall be the time of conversion (the “Conversion Time”), and the
shares of Common Stock issuable upon conversion of the shares represented by such certificate
shall be deemed to be outstanding of record as of that date. The Corporation shall as soon as practicable after the Conversion Time,
issue and deliver at such office to the holder of Series B Convertible Preferred Stock,
or to his, her, or its nominee(s), a certificate or certificates for the number of shares of Common Stock to which the holder(s)
shall be entitled, together with cash in lieu of any fraction of a share.
(ii)
The Corporation shall at all times while the Series B Convertible Preferred Stock is outstanding, reserve and keep available out of its
authorized but unissued stock,
for the purpose of effecting the conversion of the Series B Convertible Preferred Stock.
such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series B Convertible Preferred Stock; and if, at
any time, the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then-outstanding shares of the Series B Convertible Preferred
Stock, the Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary- amendment to the Certificate of Incorporation.
(iii)
All shares of Series B Convertible Preferred Stock that shall have been
surrendered for conversion as herein provided shall no longer be deemed to be outstanding, and
all rights with respect to such shares, including the rights, if any, to receive notices, to vote, and
to receive payment of any dividends accrued or declared but unpaid thereon, shall immediately cease
and terminate at the Conversion Time, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor. An)- shares of Series B Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the
need for stockholder action) may from time to time take such appropriate action as may be
necessary to reduce the authorized number of shares of Series B Convertible Preferred Stock accordingly.
(iv)
Upon such conversion, no adjustments to the Series B Convertible Price
shall be made for any accrued or declared but unpaid dividends on the Series B Convertible Preferred
Stock surrendered for conversion or on the Common Stock delivered upon conversion.
(v)
The holders of Series B Convertible Preferred Stock shall pay any and all issue and other similar
taxes that may be payable in respect for any issuance or delivery of shares of Common Stock
upon conversion of shares of Series B Convertible Preferred Stock pursuant to this Section 5.
6. Mandatory
Conversion. The Corporation has the right on any date 24 months after the date of
issue of the Series B Convertible Preferred Stock, after giving 60 days prior written notice, (the “Mandatory
Conversion Date”) to cause the Series B Convertible Preferred Stock not then
converted to convert into a number of fully paid and non-assessable shares of Common Stock
at the Series B Conversion Price as provided in Section 5 above. The procedures for Mandatory
Conversion shall be similar to those for Voluntary Conversion set forth in Section 5 above, except the transaction shall be
mandatory and not voluntary.
7. Definitions.
As used herein, the following terms shall have the following meanings.
a.
“Affiliate” means with respect to any individual, corporation, partnership, association,
trust, or any other entity (in each case, a “Person*’), any Person that, directly or indirectly.
Controls, is Controlled by, or is under common Control with such Person, including without
limitation, any general partner, executive officer, or director of such Person or any holder
often percent or more of the outstanding equity or voting power of such Person.
b. “Closing
Price” for
any day means: (i) the average closing bid price of the Common Stock for the ten prior trading days on the principal securities exchange
on which the Common Stock is then listed or admitted to trading or on Nasdaq, as applicable,
(ii) if on such day such shares of Common Stock are not then listed or admitted to trading
on any securities exchange or system the average closing bid price of the Common Stock on
the ten prior trading days for the Common Stock in the domestic over-the-counter market
as reported on the OTCMarkets (the “OTCM”), or, (iii) if on such ten day
period such shares of Common Stock- are not then listed or admitted to trading on any securities
exchange or system, the average closing bid price of the Common Stock on the ten prior trading
days for the Common Stock in the domestic over-the-counter market as reported on (he by
the National Quotation Bureau, Incorporated, or any other successor organization. If at any
time such shares of Common Stock are not listed on any domestic exchange or quoted in the
NASDAQ System or the domestic over- the-counter market or reported in the “Pink Sheets,”
the Closing Price shall be the fair market value thereof determined by an independent appraiser
selected in good faith by the Board of Directors
c. “Control” means
the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” the Series B Convertible Preferred Stock can only be converted to common
stock following a 6 months period from the date the Series B Convertible Preferred shares are issued.
e. “Person”
shall mean any individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities
Exchange Act of 1934. as amended.
f. “Trading
Day” means a day on which the securities exchange, association, or quotation system
on which shares of Common Stock are listed for trading shall be open for business or.
if the shares of Common Stock shall not be listed on such exchange, association, or
quotation system for such day, a day with respect to which trades in the United States domestic over-the-counter market
shall be reported.
SERIES
C CONVERTIBLE PREFERRED STOCK
DESIGNATION
AND AMOUNT
1.500,000
shares of the authorized and unissued Preferred Stock of the Corporation are hereby
designated “Series C Convertible Preferred Stock” with the following rights. preferences,
powers, privileges, restrictions, qualifications and limitations.
1.
Stated Value. The stated value of each issued share of Series C Convertible Preferred Stock shall
be deemed to be two dollars ($2.00) (the “Stated Value”).
2. Dividends
and Interest Paid. No dividends are payable on the Series C Convertible Preferred Stock.
Each share of the Company’s Series C Convertible Preferred Stock shall be entitled to an interest
payment of zero point six seven percent (0.67%) per month of the staled value of Series C Convertible Preferred Stock held and shall
be paid quarterly to the Holder, if such payment is not
made, then Holder shall be entitled to receive additional Series C Convertible Preferred Stock
equal to the interest payment due to the Holder.
3. Voting
and Anti-Dilution. Each share of Series C Preferred Stock is entitled to cast 2,000 votes.
If at any time or from time to time after the Issuance Date there is a capital reorganization of
the Common Shares including a reverse or forward split then, as a part of such reorganization. provisions
shall be made so that the Holders of Series C Preferred Shares shall thereafter be entitled
to receive, upon conversion of its Series C Preferred Shares the number of common shares
or other securities or property to which a holder of the such preferred shares would have been entitled to receive had the Holder of
Series C Preferred Shares converted such shares immediately
prior to such capital reorganization, at the Conversion Ratio then in effect.
4. Liquidation.
Dissolution, or Winding-Up: Certain Mergers. Consolidations and Asset Sales.
a. Payments
to Holders of Series C Convertible Preferred Stock Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary
or involuntary, the holders of the shares of Series C Convertible Preferred Stock shall be
paid, before am payment shall be paid to the holders of Common Stock, or any other stock
ranking on liquidation junior to the Series C Convertible Preferred Stock, an amount for
each share of Series C Convertible Preferred Stock held by such holder equal to the Stated Value.
b. Payments
to Holders of Junior Stock, After the payment of all preferential amounts required
to be paid to the holders of the Series C Convertible Preferred Stock and any other
class or series of stock of the Corporation ranking on liquidation senior to or on a parity with
the Series C Convertible Preferred Stock the holders of shares of Junior Stock then outstanding
shall be entitled to receive the remaining assets of the Corporation available for distribution
to its stockholders as otherwise set forth in the Certificate of Incorporation.
5. Optional
Conversion. The holders of Series C Convertible Preferred Shares shall have the conversion rights as follows (the “Conversion
Rights”).
(a) Right
to Convert. Each share of Series C Convertible Preferred Stock shall be convertible, at
the option of the holder thereof, at any time after the “Conversion Date” (as
defined below), and without the payment of additional consideration by the holder thereof into
such number of fully-paid and non-assessable shares of Common Stock as is determined by-dividing (1) the
Stated Value per share by (2) the Series C Conversion Price in effect at the time of
conversion. The “Series C Conversion Price” shall be convertible to common shares on a one
(I) Series C Convertible Preferred share into one Common Share at a convertible rate which is
the lesser of $0.10 per share or the stock market value of the Common Stock at the time of conversion.
The “Value of the Common Stock” will be equal to the average “Closing Price” (as
defined in Section 7 below) of the Common Stock for each of the ten (10) consecutive trading
days immediately prior to the date of conversion. The Series C Conversion Price, and the rate
at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall not be subject to
further adjustment.
(b) Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series C Convertible Preferred Stock. In lieu
of any fractional shares to which
the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the fair market value of a share of Common Stock as determined in good faith
by the Board of Directors, or round-up to the next whole number of shares, at the Corporation’s
option. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number
of shares of Series C Convertible Preferred Stock the holder is at the time converting into
Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
(c) Mechanics
of Conversion.
(i)
For a holder of Series C Convertible Preferred Stock to voluntarily convert
shares of Series C Convertible Preferred Stock into shares of Common Stock, that holder shall
surrender the certificate or certificates for such shares of Series C Convertible Preferred Stock
(or. if the registered holder alleges that such certificate has been lost, stolen, or destroyed, a lost certificate affidavit and
agreement reasonably acceptable to the Corporation to indemnify the
Corporation against any claim that may be made against the Corporation on account of the alleged
loss, theft, or destruction of such certificate), at the office of the transfer agent for the Series
C Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation
serves as its own transfer agent), together with written notice that the holder elects to
convert all or any number of the shares of the Series C Convertible Preferred Stock represented
by such certificate or certificates and, if applicable, any event on which such conversion
is contingent. The notice shall state the holder’s name or the names of the nominees in
which the holder wishes the certificate or certificates for shares of Common Stock to be issued.
If required by the Corporation certificates surrendered for conversion shall be endorsed or
accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the
registered holder or his, her, or its attorney duly authorized in writing. The close of
business on the date of receipt by the transfer agent of such certificates (or lost
certificate affidavit and agreement) and notice (or by the Corporation if the Corporation serves
as its own transfer agent) shall be the time of conversion (the “Conversion Time”), and the
shares of Common Stock issuable upon conversion of the shares represented by such certificate
shall be deemed to be outstanding of record as of that date. The Corporation shall, as soon as practicable after the Conversion
Time, issue and deliver at such office to the holder of Series C Convertible Preferred
Stock, or to his, her, or its nominee(s), a certificate or certificates for the number
of shares of Common Stock to which the holder(s) shall be entitled, together with cash in lieu of any fraction of a
share.
(ii)
The Corporation shall at all times while the Series C Convertible Preferred Stock is outstanding, reserve and keep available out of its
authorized but unissued stock,
for the purpose of effecting the conversion of the Series C Convertible Preferred Stock. such
number of its duly authorized shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding Series C Convertible Preferred Stock; and if. at
any rime, the number of authorized but unissued shares of Common Stock shall not be
sufficient
to effect the conversion of all then-outstanding shares of the Series C Convertible Preferred
Stock, the Corporation shall take such corporate action as may be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary
amendment to the Certificate of Incorporation.
(iii)
All shares of Series C Convertible Preferred Stock that shall have been
surrendered for conversion as herein provided shall no longer be deemed to be outstanding, and
all rights with respect to such shares, including the rights, if any. to receive notices, to vote, and
to receive payment of any dividends accrued or declared but unpaid thereon, shall immediately cease
and terminate at the Conversion Time, except only the right of the holders thereof to receive
shares of Common Stock in exchange therefor Any shares of Series C Convertible Preferred
Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the
need for stockholder action) may from time to time take such appropriate action as may be
necessary to reduce the authorized number of shares of Series C Convertible Preferred Stock accordingly.
(iv)
Upon any such conversion, no adjustment to the Series C Conversion Price shall be made for any accrued
or declared but unpaid dividends on the Series C Convertible Preferred Stock surrendered for conversion or on the Common Stock delivered
upon conversion.
(v)
The holders of the Series C Convertible Preferred Stock shall pay any and all issue and other similar
taxes that may be payable in respect of any issuance or deliver, of shares of Common Stock upon conversion of shares of Series
C Convertible Preferred Stock pursuant to this Section 5.
6. Mandatory’
Conversion. The Corporation has the right on any date 24 months after the date of
issue of the Series C Convertible Preferred Stock, after giving 60 days prior written notice, (the
“Mandatory Conversion Date”) to cause the Series C Convertible Preferred Stock not then
converted to convert into a number of fully paid and non-assessable shares of Common Stock
at the Series C Conversion Price as provided in Section 5 above. The procedures for Mandatory Conversion shall be similar to those
for Voluntary Conversion set forth in Section 5 above,
except the transaction shall be mandatory and not voluntary.
7. Definitions.
As used herein, the following terms shall have the following meanings:
a. “Affiliate” means
with respect to any individual, corporation, partnership, association, trust, or any
other entity (in each case, a “Person”), any
Person that, directly or indirectly. Controls, is Controlled by, or is under common
Control with such Person, including without limitation, any general partner, executive
officer, or director of such Person or any holder often percent or more of the
outstanding equity or voting power of such Person.
b. “Closing
Price” for any day means: (i) the average closing bid price of the Common Stock on the ten prior trading days on the
principal securities exchange on which the Common Stock is then listed or admitted to
trading or on Nasdaq, as applicable, (ii) if on such day such shares of Common Stock
are not then listed or admitted to trading on any securities exchange or system, the average closing bid price of the
Common Stock on the ten prior trading days for the Common
Stock in the domestic over-the-counter market as reported on the OTC Markets {the “OTCM”), or, (iii) if
on such ten day period such shares of Common Stock are not then listed or admitted to trading on any securities exchange or system,
the average closing bid price of the Common Stock on the ten prior trading days for the Common Stock in the
domestic over-the-counter market as reported on the by the National Quotation Bureau. Incorporated,
or any other successor organization. If at any time such shares of Common Stock are not
listed on any domestic exchange or quoted in the NASDAQ System or the domestic over-the-counter market or reported in the
“Pink Sheets.” the Closing Price shall be the fair market value thereof determined
by an independent appraiser selected in good faith by the Board of Directors.
c. “Control”
means the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of voting securities, by agreement or otherwise).
d. “Conversion
Date” the Series C Convertible Preferred Shares can only re converted to common stock following a 6 months period from the date
the Series C Convertible Preferred shares are issued.
e. “Person”
shall mean any individual, partnership, firm, corporation. association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of
the Securities Exchange Act of 1934. as amended.
f. “Trading
Day” means a day on which the securities exchange. association, or quotation system on which
shares of Common Stock arc listed for trading shall be open for business or. if the shares of Common Stock shall not be listed
on such exchange. association, or quotation system for such day, a day with respect to which trades
in the United States domestic over-the-counter market shall be reported.
IN
WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized
officer of the Corporation on this 8th day of May. 2013.
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MEGOLA
INC. |
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By |
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Name:
Magaly Bianchini Title: President and C.E.O |
USE
BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Designation For
Nevada
Profit Corporations
(Pursuant
to NRS 78.1955)
1. Name
of corporation:
MEGOLA
INC
2. By
resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate
establishes the following regarding the voting powers, designations, preferences, limitations,
restrictions and relative rights of the following class or series of stock.
There
shall now be a “Special 2018 Series A Preferred Stock” with a par value of $0.001 with an authorized amount of
one (1) shares;
no voting rights
There
shall now be a “Special 2018 Series B Preferred Sock” with a par value of $0.001 with an authorized amount of
thirty million (30,000,000) shares; no voting rights
There
shall now also be a “Special 2018 Series D Preferred Stock” with a par vale of $0.001 with an authorized amount of
twenty million (20,000,000)
shares; no voting rights
3. Effective
date of filing: (optional) 06/12/2018
(must
not be later than 90 days after the certificate is filed)
4. Signature:
(required)
X  |
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| Signature
of Officer |
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Filing
Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
Nevada
Secretary
of state Stock Designation Revised 1-5-15 |
CERTIFICATE
OF DESIGNATION
of
SPECIAL
2018 SERIES A PREFERRED STOCK
of
MEGOLA,
INC.
(Pursuant
to NRS 78.1955)
MEGOLA,
INC., a Nevada corporation (hereinafter called the “Corporation”), hereby certifies that the following resolution
was adopted by International Venture Society LLC (the “Custodian”), the court appointed custodian of the Corporation
pursuant to the Order Granting Application for Appointment of International Venture Society, LLC as Custodian of Megola, Inc., granted
in the District Court, Clark County, Nevada. Case No. A-18-769826-P, as of May 7th. 2018 (the “Order”).
RESOLVED,
that pursuant to the authority granted to and vested in the Custodian in accordance with the provisions of the certificate of incorporation
of the Corporation, as currently in effect, and the Order, the Custodian hereby fixes the relative rights, preferences, and limitations
of the Corporation’s Special 2018 Series A Preferred Stock as follows:
Special
2018 Series A Preferred Stock
Section
1. Designation and Amount. The designation of this class of capital stock shall be “Special 2018 Series A Preferred”,
par value $.001 per share (the “2018 Series A Preferred Stock”). The number of authorized shares of 2018 Series A
Preferred Stock is one (I) share.
Section
2. Voting Rights. Except as otherwise required by law, the holder of the share of 2018 Series A Preferred Stock shall have
the following rights:
(a) Number
of Votes; Voting with Common Stock. Except as provided by Nevada statutes or Section 2(b) below), the holder of the
2018 Series A Preferred Stock shall vote together with the holders of preferred stock (including
on an as converted basis), par value $0.001, and common stock, par value $0.001 per share, of the Corporation (the “Common Stock”)
as a single class. The 2018 Series A Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to.
common stock, and preferred stock (including on an as converted basis)) entitled to vote at each meeting of stockholders of the Corporation
(and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation
for their action or consideration. The 2018 Series A Preferred Stock shall not be divided into fractional shares.
(b) Adverse
Effects. The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of the 2018 Series
A Preferred Stock so as to affect adversely the 2018 Series A Preferred Stock or the holder thereof without the written consent
or affirmative vote of the holder of the 2018 Series A Preferred Stock given in writing or by vote at a meeting, consenting or voting
(as the case may be) separately as a class.
Section
3. Conversion in to common shares. The share of 2018 Series A Preferred Stock shall convert into common shares at a conversion
rate of I preferred to 500,000,000 common shares. The holder of the 2018 Series A Preferred Stock can affect the conversion at any time.
The conversion in to common is a right and conversion is not required.
Section
4. Dividends. Liquidation. The share of 2018 Series A Preferred Stock shall not be entitled to any dividends in respect thereof,
and shall not participate in any proceeds available to the Corporation’s shareholders upon the liquidation, dissolution or winding
up of the Corporation.
Section
5. No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the
2018 Series A Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist
in the carrying out of all the provisions herein and in the taking of all such action as may be necessary or appropriate in
order to protect the rights of the holder of the 2018 Series A Preferred Stock against impairment.
Section
6. Replacement Certificate. In the event that the holder of the 2018 Series A Preferred Stock notifies the Corporation that the
stock certificate evidencing the share of 2018 Series A Preferred Stock has been lost, stolen, destroyed or mutilated, the Corporation
shall issue a replacement stock certificate evidencing the 2018 Series A Preferred Stock identical in tenor and date to the original
stock certificate evidencing the 2018 Series A Preferred Stock, provided that the holder executes and delivers to the Corporation
an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from
any loss incurred by it in connection with such 2018 Series A Preferred Stock stock certificate.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer thereunto duly authorized
this 29th day of May, 2018.
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MEGOLA, INC. |
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By: International Venture Society, LLC, its Custodian |
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By: |
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Name: |
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Its: |
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CERTIFICATE
OF DESIGNATION
of
SPECIAL
2018 SERIES B PREFERRED STOCK
of
MEGOLA,
INC.
(Pursuant
to NRS 78.1955)
MEGOLA,
INC., a Nevada corporation (hereinafter called the “Corporation “), hereby certifies that the following resolution
was adopted by International Venture Society LLC (the “Custodian”), the court appointed custodian of the Corporation
pursuant to the Order Granting Application for Appointment of International Venture Society, LLC as Custodian of Megola, Inc.,
granted in the District Court, Clark County, Nevada, Case No. A-18-769826-P, as of May 7th. 2018 (the “Order”).
RESOLVED,
that pursuant to the authority granted to and vested in the Custodian in accordance with die provisions of the certificate of incorporation
of the Corporation, as currently in effect, and the Order, the Custodian hereby fixes the relative rights, preferences, and limitations
of the Corporation’s Special 2018 Series B Preferred Stock as follows:
Special
2018 Series B Preferred Stock
Section
I. Designation and Amount. The designation of this class of capital stock shall be “Special 2018 Series B Preferred”,
par value $.001 per share (the “2018 Series B Preferred Stock”). The number of authorized shares of 2018 Series
B Preferred Stock is thirty million (30,000,000) shares.
Section
2. Voting Rights. Except as otherwise required by law, the holder of the share of 2018 Series B Preferred Stock shall have the
following rights:
(a) Number
of Votes: Voting with Common Stock. 2018 Series B Preferred Stock shall have no voting rights.
(b) Adverse
Effects. The Corporation shall not amend, alter or repeal (he preferences, rights, powers or other terms of the 2018 Series B
Preferred Stock so as to affect adversely the 2018 Series B Preferred Stock or the holder thereof without the written consent or
affirmative vote of the holder of the 2018 Series B Preferred Stock given in writing or by vote at a meeting, consenting or
voting (as the case may be) separately as a class.
Section
3. Conversion in to common shares. The shares of 2018 Series B Preferred Stock shall convert into common shares at .01 (one penny).
The holder of the 2018 Series B Preferred Stock can affect the conversion at any time.
a. At
any time Maker shall have the right, but not the obligation, to cause the Holder to convert this Note into Common Stock of
the Maker.
b. Holder
shall give written notice of its decision to exercise its right to convert the Series B Preferred Shares or part thereof by
delivering an executed and completed notice of conversion setting forth the amount to be converted, the conversion date and
Conversion Price (“Notice of Conversion”) to Maker.
C.
As promptly as practical after the conversion, Maker will instruct or cause the transfer agent to deliver
certificates representing the Conversion Shares to Holder via express courier or digitally via
DWAC transfer for receipt within three (3) business days after receipt by Maker of the Notice of Conversion (the
“Delivery Date”). A new certificate representing remainder of owned Series B Preferred not so converted and containing
the same provisions and terms as set forth will be provided to Holder, if requested by Holder. The issuance of certificates
for Conversion Shares shall be made without charge to Holder thereof for any documentary stamp or similar taxes that may be payable
in respect of the issue or delivery of such certificate.
Section
4. Dividends, Liquidation. The share of 2018 Series B Preferred Stock shall not be entitled to any
dividends in respect thereof, and shall not participate in any proceeds available to the Corporation’s shareholders upon
the liquidation, dissolution or winding up of the Corporation.
Section
5. No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the
2018 Series B Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder
by the Corporation, but will at all times in good faith assist in the carrying out of all
the provisions herein and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder
of the 2018 Series B Preferred Stock against impairment.
Section
6. Replacement Certificate. In the event that the holder of the 2018 Series B Preferred Stock notifies the Corporation that the
stock certificate evidencing the share of 2018 Series B Preferred Stock has been lost, stolen, destroyed or mutilated, the Corporation
shall issue a replacement stock certificate evidencing the 2018 Series B Preferred Stock identical in tenor and date to the original
stock certificate evidencing the 2018 Series B Preferred Stock, provided that the holder executes and delivers to the Corporation
an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Corporation to indemnify the Corporation
from any loss incurred by it in connection with such 2018 Series B Preferred Stock stock certificate.
Section
7. Replacement Certificate. It is the intent of the Maker and the Holder in the execution of this Note that the
indebtedness hereunder be exempt from the restrictions of the usury laws of any applicable jurisdiction. The Maker and the Holder agree
that none of the terms and provisions contained herein shall be construed to create a contract for the use, forbearance or detention
of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of any applicable
jurisdiction. In such event, if any holder of this Note shall collect monies which are deemed to constitute interest which would
otherwise increase the effective interest rate on this Note to a rate in excess of the maximum
rate permitted to be charged by the laws of any applicable jurisdiction, all such sums deemed to constitute interest in excess
of such maximum rate shall, at the option of such holder, be credited to the payment of this Principal Amount due hereunder
or returned to the Maker.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer thereunto duly authorized
this 29th day of May, 2018.
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MEGOLA, INC. |
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By: International Venture Society, LLC, its Custodian |
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By: |
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Name: |
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CERTIFICATE
OF DESIGNATION
of
SPECIAL
2018 SERIES D PREFERRED STOCK
of
MECOLA,
INC.
(Pursuant
to NRS 78.1955)
MEGOLA,
INC., a Nevada corporation (hereinafter called the “Corporation”), hereby certifies that the following resolution
was adopted by International Venture Society LLC (the “Custodian”), the court appointed custodian of the Corporation
pursuant to the Order Granting Application for Appointment of International Venture Society, LLC
as Custodian of Megola, Inc., granted in the District Court, Clark County, Nevada, Case No. A-18-769826-P, as of May 7th. 2018
(the “Order”).
RESOLVED,
that pursuant to the authority granted to and vested in the Custodian in accordance with the provisions
of the certificate of incorporation of the Corporation, as currently in effect, and the Order, the Custodian hereby fixes the
relative rights, preferences, and limitations of the Corporation’s Special 2018 Series D Preferred Stock as follows:
Special
2018 Series D Preferred Stock
Section
I. Designation and Amount. The designation of this class of capital stock shall be “Special 2018 Series D Preferred”,
par value $.001 per share (the “2018 Series D Preferred Stock”). The number of authorized shares of 2018 Series D
Preferred Stock is 20,000,000 (20,000,000) shares.
Section
2. Voting Rights. Except as otherwise required by law, the holder of the share of 2018 Series D Preferred
Stock shall have the following rights:
(a) Number
of Votes; Voting with Common Stock. 2018 Series D Preferred Stock shall have no voting rights.
(b) Adverse
Effects. The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of the 2018 Series D
Preferred Stock so as to affect adversely the 2018 Series D Preferred Stock or the holder
thereof without the written consent or affirmative vote of the holder
of the 2018 Series D Preferred Stock given
in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.
Section
3. Conversion in to common shares. The shares of 2018 Series D Preferred Stock shall convert into common shares at $.001 (.001).
The holder of the 2018 Series D Preferred Stock can affect the conversion at any time.
a. At
any time Maker shall have the right, but not the obligation, to cause the Holder to convert this Note into Common Stock of the
Maker.
b. Holder
shall give written notice of its decision to exercise its right to convert the Series D Preferred Shares or part thereof by
delivering an executed and completed notice of conversion setting forth the amount to be converted, the conversion date and
Conversion Price (“Notice of Conversion”) to Maker.
c. As
promptly as practical after the conversion. Maker will instruct or cause the transfer agent to deliver certificates
representing the Conversion Shares to Holder via express courier or digitally via DWAC transfer for receipt within three (3)
business days after receipt by Maker of the Notice of Conversion (the “Delivery Date”). A new certificate representing
remainder of owned Series D Preferred not so converted and containing the same provisions and terms as set forth will be
provided to Holder, if requested by Holder. The issuance of certificates for Conversion Shares shall be made without charge to
Holder thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
certificate.
Section
4. Dividends, Liquidation. The share of 2018 Series D Preferred Stock shall not be entitled to any dividends in respect thereof,
and shall not participate in any proceeds available to the Corporation’s shareholders upon the liquidation, dissolution or winding
up of the Corporation.
Section
5. No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the
2018 Series D Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of its
certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions herein
and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of the 2018
Series D Preferred Stock against impairment.
Section
6. Replacement Certificate. In the event that the holder of the 2018 Series D Preferred Stock notifies the Corporation that the
stock certificate evidencing the share of 2018 Series D Preferred Stock has been lost, stolen, destroyed or mutilated, the Corporation
shall issue a replacement stock certificate evidencing the 2018 Series D Preferred Stock identical in tenor and date to the original
stock certificate evidencing the 2018 Series D Preferred Stock, provided that the holder executes and delivers to the Corporation
an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from
any loss incurred by it in connection with such 2018 Series D Preferred Stock stock certificate.
Section
7, Replacement Certificate. It is the intent of the Maker and the Holder in the execution of this Note that the indebtedness hereunder
be exempt from the restrictions of the usury laws of any applicable jurisdiction. The Maker and the Holder agree that none of the terms
and provisions contained herein shall be construed to create a contract for the use, forbearance or detention of money requiring payment
of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of any applicable jurisdiction. In such
event, if any holder of this Note shall collect monies which are deemed to constitute interest which would otherwise increase the effective
interest rate on this Note to a rate in excess of the maximum rate permitted to be charged by the laws of any applicable jurisdiction,
all such sums deemed to constitute interest in excess of such maximum rate shall, at the
option of such holder, be credited to the payment of this Principal Amount due hereunder or returned to the Maker.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer thereunto duly authorized
this 29th day of May, 2018.
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MEGOLA, INC. |
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By: International Venture Society, LLC, its Custodian |
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By: |
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Name: |
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Its: |
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USE
BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Amendment to Articles of Incorporation
Filed by Custodian
(Pursuant to NRS 78.347)
1
Name of corporation:
Megola,
Inc.
2. Any
previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and
Exchange Commission Investigations, violations or convictions concerning the custodian
and any affiliate of the custodian are disclosed as follows:
NA
3. Custodian
Statement:
Reasonable
attempts were made to contact the officers or directors of the corporation to request that the corporation
comply with corporate formalities and to continue Its business. I am continuing the business and
attempting to further the Interests of the shareholders. I will reinstate or maintain the corporate charter.
4. Custodian
Signature;
| Kelani Long |
X  |
| Name
of Custodian |
Authorized
Signature of Custodian |
Filing
Fee: $175.00
IMPORTANT;
Failure to Include any of the above Information and submit with the proper fees may cause this filing to be rejected.
| This form must be accompanied by appropriate fees. |
Nevada Secretary of state Correction Revised 1-5-15 |
USE
BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Correction
(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A,
89 and 92A)
1.
The name of the entity for which correction is being made:
MEGOLA,
INC
2.
Description of the original document for which correction is being made:
CERTIFICATE
OF DESIGNATION
3.
Filing date of the original document for which correction is being made: 06/12/2018
4.
Description of the inaccuracy or defect:
2:
THERE SHALL NOW BE A “SPECIAL 2018 SERIES A PREFERED STOCK” WITH A PAR VALUE OF $0.001 WITH A AUTHORIZED AMOUNT OF ONE (1)
SHARES; NO VOTING RIGHTS
5.
Correction of the inaccuracy or defect:
2:
THERE SHALL NOW BE A “ SPECIAL 2018 SERIES A PREFERED STOCK” WITH A PAR VALUE OF $0.001 WITH AN AUTHORIZED AMOUNT OF ONE
(1) SHARES; VOTING RIGHTS
6. Signature:
X  |
PRESIDENT |
06/29/2018 |
| Authorized
Signature |
Title
* |
Date |
*
If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not
been issued; a limited-liability company, by a manager or managing members; a limited partnership or limited-liability limited partnership,
by a general partner; a limited-liability partnership, by a managing partner; a business trust, by a trustee.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
Nevada
Secretary of state Correction Revised 1-5-15 |
USE
BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Change filed Pursuant to NRS 78,209
For
Nevada Profit Corporations .
1. Name
of corporation:
Megola,
Inc.
2. The
board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required
approval of the stockholders.
3. The
current number of authorized shares and the par value, If any, of each class or series, if any, of shares
before the change:
200,000,000
shares common stock 0.001 par value; 1,500,000 shares series C preferred stock 0001 par value; 200,000,000 shares series A preferred
stock 0.001 par value; 1,500,000 shares series B preferred stock; 1 share special 2018 series A preferred .001 par value; 30,000,000
shares special 2018 series B preferred .001 par value; 20,000,000 shares special 2018 series
0 preferred .001 par value
4. The number of authorized shares and the par value, if any,
of each class or series, if any, of shares after the change:
200,000,000
shares common stock 0.001 par value; 0 shares series C preferred stock .001 par value; 0 shares series A preferred stock
..001 par value; 0 shares series B preferred stock .001 par value; 1 share special 2018 series A preferred .001 par value; 30,000,000
shares special 2018 series B preferred .001 par value; 20,000,000 shares special 2018 series D preferred .001 par value
5. The
number of shares of each affected class or series, If any, to be Issued after the change In exchange for each issued
share of the same class or series:
|Not
Applicable.
6. The
provisions, if any, for the issuance of fractional shares, or for the payment of money or the Issuance of scrip
to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected
thereby:
No
fractional shares shall be issued.
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| 7.
Effective date and time of filing: (optional) |
Date:
|05/07/2018 Time: | 12:00 am |
| 8. Signature:
(required) |
(must
not be later than 90 days after the certificate is filed) |
x  |
Custodian |
| Signature
of Officer |
Title |
IMPORTANT:
Failure to include any of the above Information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
Nevada Secretary
of State Stock Split Revised 1-5-15 |
USE
BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Amendment to Certificate of Designation
For
Nevada Profit Corporations
(Pursuant to NRS 78.1955 -After Issuance of Class or
Series)
1. Name of corporation:
Megola,
Inc.
2. Stockholder
approval pursuant to statute has been obtained.
3. The
class or series of stock being amended:
Special
2018 Series A Preferred Stock, $0.001 par value per share
4. By
a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or
series is:
The
Certificate of Designations filed with the Nevada Secretary of State on June 12, 2018, as corrected by Certificate of Correction filed
with the Nevada Secretary of State on July 12, 2018, is hereby amended to read as set forth on Exhibit A hereto.
5. Effective
date of filing: (optional)
(must
not be later than 90 days after the certificate is filed)
6. Signature:
(required)
x
 |
|
| Signature
of Officer |
|
Filing
Fee: $175.00
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
Nevada Secretary of state NRS Amend.-id Designation- After Revised 1-5-15 |
EXHIBIT
A
CERTIFICATE
OF DESIGNATION
of
SPECIAL
2018 SERIES A PREFERRED STOCK
of
MEGOLA,
inc.
(Pursuant
to NRS 78.1955)
MEGOLA INC., a
Nevada corporation (hereinafter called the “Corporation”), hereby certifies that the following resolution was
adopted by International Venture Society LLC (the “Custodian”), the court appointed custodian or the
Corporation pursuant to the Order Granting Application for Appointment of International Venture Society. LLC as Custodian of Megola,
Inc., granted in the District Court! Clark Count)-. Nevada. Case No. A-I8-T69826-P as of May 7th, 2018 (the “Order”).
RESOLVED,
that pursuant to the authority granted to and vested in the Custodian in accordance with the provisions of the certificate of incorporation
of the Corporation, as currently in effect, and the Order, the Custodian hereby fixes the relative rights, preferences,
and limitations of the Corporation’s Special 2018 Series A Preferred Stock sis follows:
Special
2018 Series A Preferred Stock
Section
1 Designation and Amount. The designation of this class of capital stock shall be “Special 2018 Series A
Preferred”, par value $0.001 per share (the “2018 Series A, Preferred Stock”}. The number of authorized
shares of 2018 Series A Preferred Stock is 1 share.
Section
2 Voting Rights. Except as otherwise required by law, the holder of the share of 2018 Series A Preferred Stock shall
have the following rights:
(a) Number
of Votes: Voting; with Common Stock. Except as provided by Nevada statutes or Section 2(b) below), the holder of the 2018
Series A Preferred Stock shall vote together with the holders of preferred stock (including on an as converted basis), par value
$0.001, and common stock, par value $0,001 per share, of the Corporation (the “Common Stock”) as a single class. The
2018 Series A Preferred Stock stockholder is entitled to 51 % of all votes (including, but not limited to, common stock, and
preferred stock (including on an as converted basis)) entitled to vote at each meeting of stockholders of the Corporation (and
written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the
Corporation for their action or consideration. The 2018 Series A. Preferred Stock shall not be divided into fractional
shares.
(b)
Adverse Fffects. The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of the 2018 Series
A Preferred Stock so as to affect adversely the 2018 Series A Preferred Stock or the holder thereof without die written consent or affirmative
vote of the holder of the 2018 Series A Preferred Stock given in writing or by vote at a meeting. consenting or voting as the case may
be separately as a class.
Section
3. Conversion in to common shares. The share of 2018 Series A Preferred Stock shall convert into common shares at a conversion
rate of 1 preferred to 500.000.000 common shares. The holder of the 2018 Series A Preferred Stock can affect the conversion at any time.
The conversion in to common is a right and conversion is not required.
Section
4. Dividends. Liquidation. The share of 2018 Series A Preferred Stock shall not be entitled to any dividends in
respect thereof, and shall not participate in any proceeds available to the Corporation’s shareholders upon the liquidation,
dissolution or winding up of the Corporation.
Section
5. No impairment. The Corporation shall not intentionally take: any action which would impair die rights and privileges of
die 2018 Series A Preferred Stock set forth herein or the rights of the holder thereof. The Corporation will not, by amendment of
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to
be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all
the provisions herein and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the
holder of the 2018 Series A Preferred Stock against impairment.
Section
6. Replacement Certificate. In the event that the holder of the 2018 Series A Preferred Stock notifies the Corporation that
The stock certificate evidencing the share of 2018 Series A Preferred Stock has been lost stolen, destroyed or mutilated, die Corporation
shall issue a replacement stock certificate evidencing the 2018 Series A Preferred Stock identical in tenor and date to the original
stock certificate evidencing the 2018 Series A Preferred Stock, provided that the holder executes and delivers to the Corporation
an affidavit of lost stock certificate and an agreement reasonably satisfactory to the Corporation to indemnify the Corporation
from any loss incurred by it in connection with such 2018 Series A Preferred Stock stock certificate.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer thereunto duly authorized
this 29th day of May. 2018.
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MEGOLA,
INC |
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|
By:
International Venture Society, LLC, its Custodian |
| By: |
 |
Name: |
 |
USE
BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Correction
(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A,
88, 88A, 89 and 92A)
1. The
name of the entity for which correction is being made:
Megola.
Inc.
2. Description
of the original document for which correction is being made:
Certificate
of Change Pursuant to NRS 78.209.
3. Filing
date of the original document for which correction is being made: 02/25/2019
4. Description
of the inaccuracy or defect:
The
number of post-change shares of the Series A Preferred Sleek, Series 8 Preferred Stock, and Series C Preferred Stack was incorrect.
These numbers should have been 1 share for each series not -0- shares.
5. Correction
of the inaccuracy or defect:
200.000,030
shares Common Stock. $0,001 par value; 1 share of Series A Preferred Stock. $0.01 par value; 1 share of Series B Preferred
Stock, $0,001 par value; 1 share of Series B Preferred Stock. S0.001 par value; 1 share of Special 2018 Series A Preferred Stock;
30,000.000 shares of Special 2018 Series B Preferred Stock; 20.000.000 shares of Special 2018 Series O Preferred Stock. The decrease
in authorized shares of the Series A Preferred Stock. Series B Preferred Stock, and Series C Preferred Stock was authorized on May
7, 2013 by the Board of Directors of Megola, Inc. (which was duly appointed by the Custodian of Megola, Inc)
[Continued on
attachment page]
6. Signature:
X
 |
President |
4-10-19 |
| Authorized
Signature |
Title
* |
Date |
•
If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director If stock has not
been issued; a limited-liability company, by a manager
or managing members; a limited partnership or limited-liability limited partnership, by a general partner; limited-liability partnership,
by a managing partner; a business trust, by a trustee.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
| This
form must be accompanied by appropriate fees. |
Nevada Secretary
of state Correction
Revised 1-5-15 |
M
ego la, Inc.
Entity
No. C8085-2001
Certificate
of Correction
effectuating
the reserve splits of those series of preferred stock, was taken pursuant to the authorization
granted to the Custodian by Order of the District Court, Clark County, Nevada, Case No. A-18-769826-P,
dated May 7, 2018. The actions of the Custodian, through the Board of Directors of Megola,
Inc., in effectuating the reverse splits of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock were
ratified by Court Order dated February 12,2019 in Case No. A-18-769826-P.
Subsequent
thereto, on April 5, 2019, the Board of Directors of Megola, Inc. and Stockholders holding a majority
of the votes of all Stockholders of Megola, Inc. voted to approve and ratify the action taken during the term of the Custodian to effectuate
(i) a l-for-2,000,000 reverse split of the Series A Preferred
Stock, (ii) a l-for-1,500,000 reverse split of the Series B Preferred Stock, and (iii) a 1-for- 1,500,000
reverses split of the Series C Preferred Stock, all of which were effective on May 22, 2018.
USE
BLACK INK ONLY – DO NOT HIGHLIGHT ABOVE
SPACE IS FOR OFFICE USE ONLY
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After issuance of Stock)
1. Name
of corporation:
Megola,
Inc.
2. The
articles have been amended as follows: (provide article numbers, if available)
3. Authorized
Shares. This Corporation is authorized to issue two (2) classes of stock designated, respectively, as “Common Stock” and
“Preferred Stock” and referred to herein as Common Stock or Common Shares and Preferred Stock or Preferred Shares,
respectively. The total number of authorized shares is 254,000,000 of which 200,000,000 shares are Common Stock, $0.001 par value,
and 54,000,000 shares are Preferred Stock, $0,001 par value. The Preferred Stock consists of: 1 Share of Series A Preferred Stock, $0.001
par value; 1 share of Series 3 Preferred Stock, $0,001 par value; 1 share of Series B Preferred Stock,
$0,001 par value; 1 share of Special 2018 Series A Preferred Stock; 30,000,000 shares of Special 2018 Series B Preferred Stock;
and 20,000,000 shares of Special 2018 Series D Preferred Stock.
[Continued
on Attached Page)
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at
least a majority of the voting power, or such greater proportion of the voting power as may be required
in the case of a vote by classes or series, or as may be required by the provisions of the articles
of incorporation* have voted in favor of the amendment is: 51%
| 4.
Effective date and time of filing: (optional) |
Date:
Time: |
| |
(must
not be later than 90 days after the certificate is filed) |
| 5. Signature:
(required) |
|
x  |
|
| Signature
of Officer |
|
*1f any proposed amendment would after or change any preference or any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative veto otherwise required, of the
holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to
limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause this Ring to be rejected.
| This
form must be accompanied by appropriate fee |
Nevada Secretary
of state Correction
Revised 1-5-15 |
Megola,
Inc.
Certificate
of Amendment to Articles of Incorporation
Attachment
page
The
board of directors is authorized to fix the number of shares of any series of Preferred Shares and to determine the designation of any
such shares. The board of directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly
unissued series of Preferred Shares and, within the limits and restrictions stated in any resolution or resolutions of the board of directors
originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any series subsequent to the issue of shares of that
series.
JOINT
WRITTEN CONSENT IN LIEU OF A MEETING OF
THE
SOLE MEMBER OF THE BOARD OF DIRECTORS AND
MAJORITY
STOCKHOLDER OF
MEGOLA,
INC.
25
January 2020
The
undersigned, being all of the members of the Board of Directors (the “Board”) of Megola, Inc., a Nevada corporation (“MGON”,
“Company”), and the holder of 51% of the voting securities of the Company (the “Majority Stockholder”), in accordance
with the Nevada Revised Statues and Bylaws of the Company hereby adopts the following resolutions with the same force and effect as if
presented to and adopted at a meeting of the Board and stockholders, duly called and held on January 25, 2020:
WHEREAS,
the Board of Directors and the Majority Stockholder deem it in the best interests of the Company, and its Shareholders, to approve
and authorize the following actions:
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1. |
To
increase the number of authorized capital stock of the corporation to a total of 3,054,000,000, par value $0.001. |
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2. |
The
total number of authorized Common Stock shall be 3,000,000,000, par value $0.001 |
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3. |
The
total number of Preferred Stock shall be 54,000,000, par value $0.001 |
| (a) |
The
Preferred Stock may be designated in different Series of Preferred Stock |
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| (b) |
The
stated value for the Preferred Stock and conversion to common shares shall be based on the Designation, Rights and Preferences of
the Series of Preferred Stock. |
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| (c) |
No
stockholder shall have preemptive right. |
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|
| (d) |
The
Board of Directors and Shareholders by majority vote may determine or change the designation number of shares, or those relative
rights, preferences and limitations of the shares of Preferred Stock, or of any theretofore established class or series of Stock. |
WHEREAS,
there are currently six different categories of Preferred Shares: Series A, B and C Preferred Stock, and Special 2018 Series A, B
and D Preferred Stock.
WHEREAS,
the Board and me majority Shareholder, holding 51% of the vote, deem it in the best interest to amend Special 2018 Series A Preferred
Stock, and to cancel the Special 2018 Series B and D Preferred Stock.
WHEREAS,
subsequent to the cancelation of the Special 2018 Series B Preferred Stock and Special 2018 Series D Preferred Stock, those Series
shall no longer exist
WHEREAS,
the Board and the majority Shareholder, holding 51% of the vote, deem it in the best interest of the Company and the Shareholders
to create and designate a series of Preferred Stock as Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock,
and Series G Preferred Stock, with the rights and designations set forth in the attached Designation, Rights and Preferences of Series
D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock, and Series G Preferred Stock.
WHEREAS,
the Board and the majority Shareholder, holding 51% of the vote, have authorized the Preferred Shares to have certain conversion
features and authorize, if necessary, to increase of common shares from time to time in the event a conversion notice is presented to
the Company.
WHEREAS,
the Board and the majority Shareholder will direct the Company’s Transfer Agent, Colonial Stock Transfer Co, Inc., located
at 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111, to issue Preferred Series Shares upon notice.
WHEREAS,
the Board and the majority Shareholder deem it necessary to appoint Mr. Bob Gardiner as Director of the Company, and Mr. Rodney Nettles
as Director of the Company, effective January 30, 2020, and upon the Company becoming current on the OTC Pink, and Mr. Gardiner and Mr.
Nettles have voiced their desire to accept the appointments.
NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company and the Majority Stockholder, as evidenced by their signatures
below, approve and authorize the increase of the Authorized Capital Stock to 3,054,000,000 total Stock, par value $0.001; be it further
RESOLVED,
that the Board of Directors of the Company and the Majority Stockholder, do hereby approve and authorize 3,000,000,000 shall be designated
as Common Stock, par value $0.001; be it further
RESOLVED,
that the Board of Directors of the Company and the Majority Stockholder do hereby approve and authorize the amendment of Special
2018 Series A Preferred Stock; be it further
RESOLVED,
that the Board of Directors of the Company and the Majority Stockholder do hereby approve and authorize the cancelation of the Special
2018 Series B Preferred Stock and the Special 2018 Series D Preferred; subsequent to the cancelation of the Special 2018 Series B Preferred
Stock and the Special 2018 Series D Preferred Stock, those Series of Stock shall no longer exist; be it further
RESOLVED,
that the Board of Directors of the Company and the Majority Stockholder, do hereby approve and authorize 54,000,000 shall be designated
as Preferred Stock, par value $0.001; be it further
RESOLVED,
that the Board of Directors of the Company and the Majority Stockholder do hereby approve and authorize the creation of Series D,
Series E, Series F, and Series G Preferred Shares with the rights and designations set forth in the attached Designation, Rights and
Preferences of Series D, Series E, Series F, and Series G Preferred Stock; be it further
RESOLVED,
that the Board of Directors and the majority Shareholder do hereby approve and authorize will direct the Company’s Transfer
Agent, Colonial Stock Transfer Co, Inc., located at 66 Exchange Place, Suite 100, Salt Lake City, Utah 84111, to issue Preferred Series
Shares upon notice from the Board of Directors; be it further
RESOLVED,
that the Board of Directors of the Company and the Majority Stockholder, do hereby approve and authorize that the Preferred Stock
may be designated in different Series of Preferred Stock. The stated value for the Preferred Stock and conversion to common shares shall
be based on the Designation, Rights and Preferences of the Series of Preferred Stock. No stockholder shall have preemptive right. The
Board of Directors and the Shareholders, by majority vote, may determine or change the designation number of shares, or those relative
rights, preferences and limitations of the shares of Preferred Stock, or of any theretofore established class or series of Stock; be
it further
RESOLVED,
that the Board of Directors of the Company, and the Majority Shareholder do hereby approve and authorize that the Company, in the
event there are not enough authorized common stock to satisfy the conversion of a preferred series upon Notice of Conversion (“Notice”),
shall, within five days of receiving said Notice, file a certificate of amendment with the state of Nevada, increasing the number of
authorized common stock; be it further
RESOLVED,
that the Board of Directors and the Majority Shareholder does hereby approve and authorize the appointment of Mr. Bob Gardiner as
Director, and Mr. Rodney Nettles as Director effective January 30, 2020; be it further
RESOLVED,
that the Board of Directors of the Company authorizes the officers(s) of the Company and such others as the officer(s) may direct
to take all actions necessary to implement the aforementioned Board actions as approved by the Majority Stockholder, including but not
limited to the filing of the Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada; and any
and all such filings as may be required by OTC Markets, FINRA and any other regulatory body; be it further
RESOLVED,
mat each of the Authorized Officers be, and each of them hereby is, authorized and empowered to take all such further action and
to execute and deliver all such further agreements, certificates, instruments and documents, in the name and on behalf of the Corporation,
and if requested or required, under its corporate seal duly attested by the Secretary or Assistant Secretary; to pay or cause to be paid
all expenses; to take all such other actions as they, or any one of them shall deem necessary, desirable, advisable or appropriate to
consummate, effectuate, carry out or further the transactions contemplated by and the intent and purposes of the foregoing resolutions;
be it further
RESOLVED,
that in connection with the transactions contemplated in the preceding resolutions, the Secretary or the Assistant Secretary
of the Corporation be, and hereby is, authorized in the name and on behalf of the Corporation, to certify any more formal or detailed
resolutions as such officer may deem necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the
transactions contemplated by and the intent and purposes of the foregoing resolutions; and that thereupon, such resolutions shall be
deemed adopted as and for the resolutions of the board of directors as if set forth at length herein; and be it further
RESOLVED,
that any actions taken by the officers of the Corporation, prior to the date of the foregoing resolutions adopted hereby that are
within the authority conferred thereby are hereby ratified, confirmed, approved and adopted as actions of the Corporation.
| By: |
/s/
William
(Eric) Ottens |
|
By: |
/s/
Rodney
Nettles |
| |
William
(Eric) Ottens, President/CEO Secretary/Treasurer, Director |
|
|
Rodney
Nettles, Director (incoming 1/30/2020) |
| By: |
/s/
William (Eric) Ottens |
|
By: |
/s/
Bob
Gardiner |
| |
William
(Eric) Ottens, 51% Voting Right |
|
|
Bob
Gardiner, Director (incoming 1/30/2020) |
MEGOLA,
INC.
AMENDMENT
TO DESIGNATION, RIGHTS AND PREFERENCES OF
SPECIAL
2018 SERIES A, B AND D PREFERRED SHARES
Megola,
Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies
that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), pursuant
to authority of the Board of Directors as required by applicable corporate law, and in accordance with the provisions of its Certificate
of Incorporation and Bylaws, hereby amends the rights and preferences of Special 2018 Series A Preferred Stock, Special 2018 Series B
Preferred Stock, and Special 2018 Series D Preferred Stock, par value $0,001 per share (collectively the “Preferred Stock”),
and hereby states the amendment as follows:
(a)
Amendment to Special 2018 Series A Preferred Stock. All rights and preferences of Special 2018 Series A Preferred Stock
shall remain the same, except Section 3, which states the following:
the
share of Special 2018 Series A Preferred Stock shall convert into common shares at a conversion rate of 1 preferred to 500,000,000 common
shares. The holder of the 2018 Series A Preferred Stock can affect the conversion at any time. The conversion into common is a right
and conversion is not required.
This
Section 3 is deleted in its entirety, eliminating the conversion feature of Special 2018 Series A Preferred Stock.
(b)
Special 2018 Series B Preferred Stock. All Special 2018 Series B Preferred Stock shall be cancelled, and this Special 2018
Series B Preferred Stock shall be eliminated.
(c)
Special 2018 Series D Preferred Stock. All Special 2018 Series D Preferred Stock shall be cancelled, and this Special 2018
Series D Series shall be eliminated.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer duly authorized on
this 27th day of January 2020.
| By: |
/s/
William
(Eric) Ottens |
|
| |
William
(Eric) Ottens, President/Director |
|
MEGOLA,
INC.
AMENDMENT
TO ARTICLES OF INCORPORATION
CERTIFICATE
OF DESIGNATION, PREFERENCES AND RIGHTS OF
SERIES
D, SERIES E, SERIES F AND SERIES G
CONVERTIBLE
PREFERRED STOCK
Megola,
Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), hereby certifies
that the Board of Directors of the Corporation (the “Board of Directors” or the “Board”), pursuant
to authority of the Board of Directors as required by applicable corporate law, and in accordance with the provisions of its Certificate
of Incorporation and Bylaws, has and hereby creates Series D, Series E, Series F, and Series G Convertible Preferred Stock, par value
$0.001 per share (collectively the “Preferred Stock”), and hereby states the designation and number of shares, and
fixes the rights, preferences, privileges, powers and restrictions thereof, as follows:
(a)
Designation of Series D Preferred Stock. Five Million (5,000,000) shares of Series D Preferred Stock, with a stated value
of $10.00 per share, are authorized (Series D Preferred Stock).
(a)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights:
(i)
Conversion Price. The Conversion to Common Stock shall be at .001 (par value).
(ii)
Conversion Time. The Series D Preferred Stock Shareholder is authorized to convert its shares to common stock beginning six (6) months
after issuance of the Preferred Series A shares.
(iii)
Conversion Amount. The Series D Preferred Stock Shareholder is authorized to convert 25% of its initial Series D Shares on a quarterly
basis, following the six (6) month lock up period.
(iv)
No Series D Preferred Stock Shareholder shall convert into common shares an amount which would result in the Shareholder owning more
than 9.99% of the issued and outstanding shares of common stock at any time.
(a)(2)
Issuance. Shares of Series D Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
| |
● |
Price
and Issuance. The initial price of each share of Series D Preferred Stock shall be $10.00 (The “Stated Value”).
The Shares of Series D Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders.
Shares of Series D Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended
by the Board and approved by a majority vote of the Shareholders. |
(a)(3)
Voting Rights. Each issued and outstanding Series D Preferred Stock will have voting rights equal to 100 votes.
(a)(4)
Dividends. The holders of Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors,
in its sole discretion.
(a)(5)
Shares of Series D Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as prior to any
split.
(b)
Designation of Series E Preferred Stock. Five Million (5,000,000) shares of Series E Preferred Stock, stated value $5.00
per share are authorized (Series E Preferred Stock).
(b)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights:
(i)
Conversion Price. The Conversion to Common Stock shall be thirty five percent (35%) of the average Closing Price, as quoted on the OTC
Markets Quotation System, over the previous twenty-one (21) days of trading, or at $0.0025, whichever is higher.
(ii)
Conversion Time. The Series E Preferred Stock Shareholder is authorized to convert its shares to common stock beginning six (6) months
after issuance of the Preferred Series E shares.
(iii)
Conversion Amount. The Series E Preferred Stock Shareholder is authorized to convert 25% of the its initial Series R Shares on a quarterly
basis, following the six (6) month lock up period.
(iv)
No Series E Preferred Stock Shareholder shall convert into common shares an amount which would result in the Shareholder owning more
than 9.9% of the issued and outstanding shares of common stock at any time.
(iv)
Mandatory Conversion. The Company, at the discretion of the Board of Directors, may elect after a period of five (5) years from the issuance
of the Series E Preferred Shares to compel the conversion of the remaining balance of the Series E Preferred Shares to either common
stock, cash or a combination of cash and common stock.
(b)(2)
Issuance. Shares of Series E Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
(i)
Price and Issuance. The initial price of each share of Series E Preferred Stock shall be $5.00 (The “Stated Value”). The
Shares of Series E Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders.
Shares of Series E Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended
by the Board and approved by a majority vote of the Shareholders.
(b)(3)
Voting Rights, Each Series E Preferred Share will have voting rights equal to 10 votes.
(b)(4)
Shares of Series E Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as of number prior
to the split.
(c)
Designation of Series F Preferred Stock. Twenty-Five Million (25,000,000) shares of Series F Preferred Stock, stated
value $1.00 per share are authorized (Series F Preferred Stock).
(c)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights:
(i)
Conversion Price. The Conversion to Common Stock shall be twenty-five percent (25%) of the average Closing Price, as quoted on the OTC
Markets Quotation System, over the previous twenty-one (21) days of trading, or at the price of $0.0025, whichever is higher.
(ii)
Conversion Time. The Series F Preferred Stock Shareholder is authorized to convert its shares to common stock, or in the alternative
liquidate for cash, its Series F Preferred Shares beginning six (6) months after issuance of the Series F Preferred Shares.
(iii)
Conversion Amount. The Company has the option to convert 100% of the initial Series F Preferred Shares issued to the Series F Preferred
Shareholder into common shares or cash after twelve (12) months.
(iv)
Mandatory Conversion. The Company, at the discretion of the Board of Directors, may elect after a period of Five (5) years from the issuance
of the Series F Preferred Shares to compel the conversion of the remaining balance of the Series F Preferred Shares to either common
stock, cash or a combination of cash and common stock,
(c)(2)
Issuance. Shares of Series F Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
(i)
Price and Issuance. The initial price of each share of Series F Preferred Stock shall be $1.00 (The “Stated Value”). The
Shares of Series F Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders.
Shares of Series F Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended
by the Board and approved by the Board of Directors and a majority vote of the Shareholders.
(c)(3)
Voting Rights. Series F Preferred Stock shall have no voting rights until they are converted into Common Stock, at which time, each share
of converted Common Stock shall be entitled to one vote.
(c)(4)
Shares of Series F Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as of the number
prior to the split.
(d)
Designation of Series G Preferred Stock, Ten Million (10,000,000) shares of Series G Preferred Stock, stated value $1.00
per share are authorized (Series G Preferred Stock).
(d)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights
(i)
Conversion Price. The Conversion to Common Stock shall be fifty percent (50%) of the average Closing Price, as quoted on the OTC Markets
Quotation System, over the previous twenty-one (21) days of trading, or at the price of $0.0025, whichever is higher.
(ii)
Conversion Time The Series G Preferred Stock Shareholder is authorized to convert its shares to common stock, or in the alternative
liquidate for cash, its Series G Preferred Shares beginning six (6) months after issuance of the Series G Preferred
Shares
(iii)
Conversion Amount. The Company has the option to convert 100% of the initial Series G Preferred Shares issued to the Series G
Preferred Shareholder into common shares or cash after twelve (12) months
(iv)
Mandatory Conversion. The Company, at the discretion of the Board of Directors, may elect after a period of Five (5) years from the issuance
of the Series G Preferred Shares to compel the conversion of the remaining balance of the Series G Preferred Shares to either common
stock, cash or a combination of cash and common stock
(d)(2)
Issuance Shares of Series G Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
(i)
Price and Issuance. The initial price of each share of Series G Preferred Stock shall be $1.00 (The “Stated Value”) The Shares
of Series G Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders Shares of
Series G Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended by the
Board and approved by the Board of Directors and a majority vote of the Shareholders
(d)(3)
Voting Rights Series G Preferred Stock shall have no voting rights until they are converted into Common Stock, at which time, each
share of converted Common Stock shall be entitled to one vote.
(d)(4)
Shares of Series G Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as of the number
prior to the split.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be duly executed by an officer duly authorized on
this 30th day of January 2020
| By: |
/s/
William
(Eric) Ottens |
|
| |
William
(Eric) Ottens, President Director |
|
EXHIBIT 2B
BYLAWS
OF
SuperiorClean, Inc.
ARTICLE I
STOCKHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the stockholders of
the corporation shall be held on such date and at such time as designated from time to time for the purpose or electing directors of the
corporation and to transact all business as may properly come before the meeting. If the election of the directors is not held on the
day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election
to be held at a special meeting of the stockholders as soon thereafter as is convenient.
Section 1.02 Special Meeting. Special meetings of the stockholders may
be called by the president or the Board of Directors and shall be called by the president at the written request of the holders of not
less than 51% of the issued and outstanding voting shares of the capital stock of the corporation. All business lawfully to be transacted
by the stockholders may be transacted at any special meeting or at any adjournment thereof. However, no business shall be acted upon at
a special meeting except that referred to in the notice calling the meeting, unless all of the outstanding capital stock of the corporation
is represented either in person or in proxy. Where all of the capital stock is represented, any lawful business may be transacted and
the meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at such other place in or out of the United States as the Board
of Directors may designate. A waiver of notice signed by the Stockholders entitled to vote may designate any place for the holding of
the meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all stockholders of record
written or printed notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting; which
notice shall state the place, date, and time of the meeting, the general nature of the business to be transacted, and, in the case of
any meeting at which directors are to be elected, the names of the nominees, if any, to be presented for election.
(b) In the case of any meeting, any proper business may be presented for
action, except the following items shall be valid only if the general nature of the proposal is stated in the notice or written waiver
of notice:
(1) Action with respect to any contract or transaction between the corporation
and one or more of its directors or officers or another firm, association, or corporation in which one of its directors or officers has
a material financial interest;
(2) Adoption of amendments to the Articles of Incorporation;
(3) Action with respect to the merger, consolidation, reorganization,
partial or complete liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered or mailed by first class mail
to each stockholder of record at the last known address thereof, as the same appears on the books of the corporation, and giving of such
notice shall be deemed delivered the date the same is deposited in the United State mail, postage prepaid. If the address of any stockholders
does not appear upon the books of the corporation, it will be sufficient to address such notice to such stockholder at the principal office
of the corporation.
(d) The written certificate of the person calling any meeting, duly sworn,
setting forth the substance of the notice, the time and place the notice was mailed or personally delivered to the stockholders, and the
addresses to which the notice was mailed shall be prima facie evidence of the manner and the fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the stockholders of the corporation
waive notice of a meeting, no notice shall be required, and, whenever all stockholders shall meet in person or by proxy, such meeting
shall be valid for all purposes without call or notice, and at such meeting any corporate action may be taken.
Section 1.06 Determination of Stockholders of Record..
(a) The Board of Directors may at any time fix a future date as a
record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful
action. The record date so fixed shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such
meeting nor more than sixty (60) days nor less than ten (10) days prior to any other action. When a record date is so fixed, only
stockholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution or
allotment of rights, or to exercise their rights, as the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
(b) If no record date is fixed by the Board of Directors, then (I) the
record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business
on the business day next preceding the day on which notice is given or, if notice is waived at the close of business on the next day preceding
the day on which the meeting is held; (ii) the record date for action in writing without a meeting, when no prior action by the Board
of Directors is necessary, shall be the day on which the written consent is given; and (iii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day in which the Board of Directors adopts the resolution relating thereto,
or the sixtieth (60th) day prior to the date of such other action, whichever is later.
Section 1.07 Voting.
(a) Each stockholder of record, or such stockholder’s duly authorized
proxy or attorney-in-fact shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s
name on the books of the corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect to shares
standing in the name of an individual on that record date (including pledged shares) shall be cast only by that individual or that individual’s
duly authorized proxy or attorney-in- fact. With respect to shares held by a representative of the estate of a deceased stockholder, guardian,
conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the
name of such holder. In the case of shares under the control of a receiver, the receiver may cast in the name of the receiver provided
that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such
shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such
guardian has provided the corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a corporation on the
record date, votes may be cast by such officer or agent as the bylaws of such corporation prescribe or, in the absence of an applicable
bylaw provision, by such person as may be appointed by resolution of the Board of Directors of such corporation. In the event that no
person is appointed, such votes of the corporation may be cast by any person (including the officer making the authorization) authorized
to do so by the Chairman of the Board of Directors, President, or any Vice-President of such corporation.
(d) Notwithstanding anything to the contrary herein contained, no votes
may be cast by shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries,
if any in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner
thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.
(e) With respect to shares standing in the name of two or more persons,
whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons
(including proxy holders) having the same fiduciary relationship with respect to the same shares, votes may be cast in the following manner:
(1) If only one person votes, the vote of such person binds all.
(2) If more than one person cast votes, the act of the majority so voting
binds all.
(3) If more than one person votes, but the vote is evenly split on a particular
matter, the votes shall be deemed cast proportionately, as split.
(f) Any holder of shares entitled to vote on any matter may cast a portion
of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the
case in the election of directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively
presumed that the holder is casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of the holders of a majority
of the voting shares represented at the meeting and entitled to vote on the matter shall be the act of the stockholders, unless a vote
of greater number by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws.
Section 1.08 Quorum; Adjourned Meetings.
(a) At any meeting of the stockholders, a majority of the issued and outstanding
voting shares of the corporation represented in person or by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and outstanding voting
shares are represented, a majority of shares so represented may adjourn from time to time at the meeting, until holders of the
amount of stock required to constitute a quorum shall be in attendance. At such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted as originally called. When a stockholder’s meeting is
adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced to
the meeting to which the adjournment is taken, unless the adjournment is for more than ten (10) days in which event notice thereof
shall be given.
Section 1.09 Proxies. At any meeting of stockholders, any holder of shares
entitled to vote may authorize another person or persons to vote by proxy with respect to the shares held by an instrument in writing
and subscribed to by the holder of such shares entitled to vote. No proxy shall be valid after the expiration of six (6) months from or
unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its execution.
Every proxy shall continue in full force and effect until expiration or revocation. Revocation may be effected by filing an instrument
revoking the same or a duly executed proxy bearing a later date with the secretary of the corporation.
Section 1.10 Order of Business. At the annual stockholder’s meeting,
the regular order of business shall be as follows:
1. Determination of stockholders present and existence of quorum;
2. Reading and approval of the minutes of the previous meeting or meetings;
3. Reports of the Board of Directors, the president, treasurer and secretary
of the corporation, in the order named;
4. Reports of committees;
5. Election of directors;
6. Unfinished
business;
7. New business; and
8. Adjournment.
Section 1.11 Absentees’ Consent to Meetings. Transactions of any
meetings of the stockholders are valid as though had at a meeting duly held after regular call and notice of a quorum is present, either
in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by
proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the
meeting has not been lawfully called or
convened or expressly object at the meeting to consideration of matters
not included in the notice which are legally required to be included there), signs a written waiver of notice and/or consent to the holding
of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records
and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting,
except that when the person objects at the beginning of the meeting is not lawfully called or convened and except that attendance at the
meeting is not a waiver of any right to object to consideration of matters not included in the notice is such objection is expressly made
at the beginning. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified
in any written waive of notice, except as otherwise provided in section 1.04(b) of these bylaws.
Section 1.12 Action Without Meeting. Any action, except the election of
directors, which may be taken by the vote of the stockholders at a meeting, may be taken without a meeting if consented to by the holders
of a majority of the shares entitled to vote or such greater proportion as may be required by the laws of the State of Nevada, the Articles
of Incorporation, or these Bylaws. Whenever action is taken by written consent, a meeting of stockholders need not be called or noticed.
Section 1.13 Telephonic Messages. Meeting of the stockholders may be held
through the use of conference telephone or similar communications equipment as long as all members participating in such meeting can hear
one another at the time of such meeting. Participation in such meeting constitutes presence in person at such meeting.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure, and Qualification. Except as otherwise provided
herein, the Board of Directors of the corporation shall consist of at least Three (3) and no more than Seven (7) persons, who shall be
elected at the annual meeting of the stockholders of the corporation and who shall hold office or one (1) year or until his or her successor
or successors are elected and qualify. If, at any time, the number of the stockholders of the corporation is less than fifty (50), the
Board of Directors may consist of one person, but shall not be less than the number of stockholders. A director need not be a stockholder
of the corporation.
Section 2.02 Resignation. Any director may resign effective upon
giving written notice to the Chairman of the Board of Directors, the president or the secretary of the corporation, unless the
notice specified at a later time for effectiveness of such resignation. If the Board of Directors accepts the resignation of a
director tendered to take effect at a future date, the Board of Directors or the stockholders may elect a successor to take office
when the resignation becomes effective.
Section 2.03 Change in Number. Subject to the limitations of the laws of
the State of Nevada, the Articles of Incorporation or Section 2.01 of these Bylaws, the number of directors may be changed from time to
time by resolution adopted by the Board of Directors.
Section 2.04 Reduction in Number. No reduction of the number of directors
shall have the effect of removing any director prior to the expiration of his term of office.
Section 2.05 Removal.
(a) The Board of Directors of the corporation, by
majority vote, may declare vacant the office of a director who has been declared incompetent by an order of a court of competent jurisdiction
or convicted of a felony.
(b) Any director may be removed from office, with or without cause, by
the vote or written consent of stockholders representing not less than two-thirds of the issued and outstanding voting capital stock of
the corporation.
Section 2.06 Vacancies.
(a) A vacancy in the Board of Directors because of death, resignation,
removal, change in the number of directors, or otherwise may be filled by the stockholders at any regular or special meeting or any adjourned
meeting thereof (but not by written consent) or the remaining director(s) of the affirmative vote of a majority thereof. Each successor
so elected shall hold office until the next annual meeting of stockholders or until a successor shall have been duly elected and qualified.
(b) If, after the filling of any vacancy by the directors, the directors
then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder
or holders of an aggregate of five percent (5%) or more of the total number of shares entitled to vote may call a special meeting of the
stockholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon the election of
a successor.
Section 2.07 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the stockholders, the Board of Directors, including directors newly elected,
shall hold its annual meeting without notice other than the provision to elect officers of the corporation and to transact such
further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for
holding additional regular meetings.
Section 2.08 Special Meetings. Special meeting of the Board of Directors
may be called by the Chairman and shall be called by the Chairman upon request of any two (2) directors or the president of the corporation.
Section 2.09 Place of Meetings. Any meeting of the directors of the corporation
may be held at the corporation’s principal office in the State of Nevada or at such other place in or out of the United States as
the Board of Directors may designate. A waiver of notice signed by the directors may designate any place for holding of such meeting.
Section 2.10 Notice of Meetings. Except as otherwise provided in Section
2.07, the Chairman shall deliver to all directors written or printed notice of any special meeting, at least 48 hours before the time
of such meeting, by delivery of such notice personally or mailing such notice first class mail or by telegram. If mailed, the notice shall
be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. Any director
may waive notice of such a meeting, and the attendance of a director at such a meeting shall constitute a waiver of notice of such meeting,
unless such attendance is for the express purpose of objecting to the transaction of business thereat because the meeting is not properly
called or convened.
Section 2.11 Quorum; adjourned Meetings.
(a) A majority of the Board of Directors in office shall constitute a quorum.
(b) At any meeting of the Board of Directors where a quorum is present,
a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required.
At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally
called.
Section 2.12 Action without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if a written consent thereto
is signed by all of the members of the Board of Directors or of such committee. Such written consent or consents shall be filed with the
minutes of the proceedings of the Board of Directors or committee. Such action by written consent shall have the same force and effect
as the unanimous vote of the Board of Directors or committee.
Section 2.13 Telephonic Meetings. Meetings of the Board of Directors may
be held through the use of a conference telephone or similar communications equipment so long as all members participating in such meeting
can hear one another at the time of such meeting. Participation in such a meeting constitutes presence in person at such meeting. Each
person participating in the meeting shall sign the minutes thereof, which may be in counterparts.
Section 2.14 Board Decisions. The affirmative vote
of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.15 Powers and Duties.
(a) Except as otherwise provided in the Articles of Incorporation or the
laws of the State of Nevada, the Board of Directors is invested with complete and unrestrained authority to manage the affairs of the
corporation, and is authorized to exercise for such purpose as the general agent of the corporation, its entire corporate authority in
such a manner as it sees fit. The Board of Directors may delegate any of its authority to manage, control or conduct the current business
of the corporation to any standing or special committee or to any officer or agent and to appoint any persons to be agents of the corporation
with such powers including the power to subdelegate, and upon such terms as my be deemed fit.
(b) The Board of Directors shall present to the stockholders at annual
meetings of the stockholders, and when called for by a majority vote of the stockholders at a special meeting of the stockholders, a full
and clear statement of the condition of the corporation, and shall, at request, furnish each of the stockholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any contract
or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of
considering any such contract or act, provide a quorum is preset. The contract or act shall be valid and binding upon the corporation
and upon all stockholders thereof, if approved and ratified by the affirmative vote of a majority of the stockholders at such meeting.
Section 2.16 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board of Directors, and shall be entitle to receive such compensation for
their services as directors as shall be determined form time to time by the Board of Directors of any committee thereof.
Section 2.17 Board of Directors.
(a) At its annual meeting, the Board of Directors shall elect, from among
its members, a Chairman to preside at meetings of the Board of Directors. The Board of Directors may also elect such other board officers
as it may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death, resignation, removal
or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
Section 2.18 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of minutes of any previous meeting
or meetings;
3. Reports of officers and committeemen;
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business;
and
7. Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting following
the annual meeting of shareholders, shall elect a President, a Secretary and a Treasurer to hold office for a term of one (1) year and
until their successors are elected and qualified. Any person may hold two or more offices. The Board of Directors may, from time to time,
by resolution, appoint one or more Vice- Presidents, Assistant Secretaries, Assistant Treasurers and transfer agents of the corporation
as it may deem advisable; prescribe their duties; and fix their compensation.
Section 3.02 Removal ; Resignation. Any officer or agent elected or appointed
by the Board of Directors may be removed by it with or without cause. Any office may resign at any time upon written notice to the corporation
without prejudice to the rights, if any, of the corporation under contract to which the resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death, resignation,
removal or otherwise may be filled by the Board of Directors for the unexpired term or such office.
Section 3.04 President. The President shall be deemed the general manager
and executive officer of the corporation, subject to the supervision and control of the Board of Directors, and shall direct the corporate
affairs, with full power to execute all resolutions and orders of the Board of Directors not especially entrusted to some other officer
of the corporation. The President shall preside at all meetings of the stockholders and shall perform such other duties as shall be prescribed
by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the President shall
have the full power and authority on behalf of the corporation to attend and to act and to vote at meetings of the stockholders of any
corporation in which the corporation may hold stock and, at such meetings, shall possess and may exercise any and all rights and powers
incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person
or persons in place of the President to represent the corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or more
Vice Presidents who shall be vested with all the powers and perform all the duties of the President whenever the President is absent or
unable to act, including the signing of the certificates of stock issued by the corporation, and the Vice President shall perform such
other duties as shall be prescribed by the Board of Directors.
Section 3.06 Secretary. The Secretary shall keep the minutes of all meetings
of the stockholders and the Board of Directors in books provide for that purpose. The secretary shall attend to the giving and service
of all notices of the corporation, may sign with the President in the name of the corporation all contracts authorized by the Board of
Directors or appropriate committee, shall have the custody of the corporate seal, shall affix the corporate seal to all certificates of
stock duly issued by the corporation, shall have charge of stock certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office
of the Secretary. All corporate books kept by the Secretary shall be open for examination by any director at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint an
Assistant Secretary who shall have such powers and perform such duties as may be prescribed for him by the Secretary of the corporation
or by the Board of Directors.
Section 3.08 Treasurer. The Treasurer shall be the chief financial officer
of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities
of the corporation. When necessary or proper, the Treasurer shall endorse on behalf of the corporation for collection checks, notes, and
other obligations, and shall deposit all moneys to the credit of the corporation in such bank or banks or other depository as the Board
of Directors may designate, and shall sign all receipts and vouchers for payments by the corporation. Unless otherwise specified by the
Board of Directors, the Treasurer shall sign with the President all bills of exchange and promissory notes of the corporation, shall also
have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging
to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board
of Directors to be signed by the Treasurer. The Treasurer shall enter regularly in the books of the corporation, to be kept for that purpose,
full and accurate accounts of all moneys received and paid on account of the corporation and, whenever required by the Board of Directors,
the Treasurer shall render a statement of any or all accounts. The Treasurer shall at all reasonable times exhibit the books of account
to any directors of the corporation and shall perform all acts incident to the position of the Treasurer subject to the control of the
Board of Directors.
The Treasurer shall, if required by the Board of Directors, give bond to
the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all
the duties of Treasurer and for restoration to the corporation, in the event of the Treasurer’s death, resignation, retirement or
removal from office, of all books, records, papers, vouchers, money and other property belonging to the corporation. The expense of such
bond shall be borne by the corporation.
Section 3.09. Assistant Treasurer. The Board of Directors may appoint an
Assistant Treasurer who shall have such powers and perform such duties as may be prescribed by the Treasurer of the corporation or by
the Board of Directors, and the Board of Directors may require the Assistant Treasurer to give a bond to the corporation in such sum and
with such security as it may approve, for the faithful performance of the duties of Assistant Treasurer, and for restoration to the corporation,
in the event of the Assistant Treasurer’s death, resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation shall
be issued in such manner and at such times and upon such conditions as shall be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be evidenced
by certificates for shares of the stock in such form as shall be prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the President or a Vice-President and also by the Secretary or an Assistant Secretary. Each certificate
shall contain the then name of the record holder, the number, designation, if any, class or series of shares represented, a statement
of summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement that the shares are assessable,
if applicable. All certificates shall be consecutively numbered. The name, address and federal tax identification number of the stockholder,
the number of shares, and the date of issue shall be entered on the stock transfer books of the corporation.
Section 4.03 Surrender; Lost or Destroyed Certificates. All certificates
surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed
or mutilated certificate, a new one may be issued therefore. However, any stockholder applying for the issuance of a stock certificate
in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation
with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and if required by the Board of Directors,
an indemnity bond in any amount and upon such terms as the Treasurer, or the Board of Directors, shall require. In no case shall the bond
be in an amount less than twice the current market value of the stock and it shall indemnify the corporation against any loss, damage,
cost or inconvenience arising as a consequence of the issuance of a replacement certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock
of the corporation or it becomes desirable for any reason, including, without limitation, the merger or consolidation of the
corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and
issue a new certificate for shares, the corporation shall issue an order for stockholders of record, to surrender and exchange the
same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any
certificate (s) ordered to be surrendered shall not be entitled to vote, receive dividends or exercise any other rights of
stockholders until the holder has complied with the order, provided that such order operates to suspend such rights only after
notice and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by
the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security
and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer
agent and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be closed
for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of dividends as provided
in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no
stock shall be transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends. Dividends may be declared, subject to the provisions
of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and
may be paid in cash, property, shares of the corporation stock, or any other medium. The Board of Directors may fix in advance a record
date, as provided in Section 1.06 of these Bylaws, prior to the dividend payment for purpose of determining stockholders entitled to receive
payment of any dividend. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten
(10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation
is in the State of Nevada at 500 N. Rainbow Blvd. Suite 300 Las Vegas, NV 89107. The Board of Directors may from time to time, by resolution,
change the location of the principal office within the State of Nevada. The corporation may also maintain an office or offices at such
other place or places, either within or without the State of Nevada, as may be resolved, from time to time, by the Board of Directors.
Section 6.02 Records. The stock transfer books and a certified copy of
the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes of the proceedings of stockholders, the Board of Directors,
and Committees of the Board of Directors shall be kept at the principal office of the corporation for the inspection of all who have the
right to see the same and for the transfer of stock. All other books of the corporation shall be kept at such places as may be prescribed
by the Board of Directors.
Section 6.03 Financial Report on Request. Any stockholder or stockholders
holding at least five percent (5%) of the outstanding shares of any class of stock may make a written request for an income statement
of the corporation for the three (3) month, six (6) month or nine (9) month period of the current fiscal year ended more than thirty (30)
days prior to the date of the request and a balance sheet of the corporation as of the end of such period. In addition, if no annual report
of the last fiscal year has been sent to stockholders, such stockholder or stockholders may make a request for a balance sheet as of the
end of such fiscal year and an income statement and statement of changes in financial position for such fiscal year. The statements shall
be delivered or mailed to the person making the request within thirty (30) days thereafter. A copy of the statements shall be kept on
file in the principal office of the corporation for twelve (12) months, and such copies shall be exhibited at all reasonable times to
any stockholder demanding an examination of them or a copy shall be mailed to each stockholder. Upon request by any stockholder, there
shall be mailed to the stockholder a copy of the last annual, semiannual or quarterly income statement, which it has prepared and a balance
sheet as of the end of the period. The financial statements referred to in this Section 6.03 shall be accompanied by the report thereon,
if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and records of the corporation.
Section 6.04 Right of Inspection.
(a) The accounting and records and minutes of proceedings of the stockholders
and the Board of Directors shall be open to inspection upon the written demand of any stockholder or holder of a voting trust certificate
at any reasonable time during usual business hours for a purpose reasonably related to such holder’s interest as a
stockholder or as the holder of such voting trust certificate. This right
of inspection shall extend to the records of the subsidiaries, if any, of the corporation. Such inspection may be made in person or by
agent or attorney, and the right of inspection includes the right to copy and make extracts.
(b) Every director shall have the absolute right at any reasonable time
to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its
subsidiary corporations. Such inspection may be made in person or by agent or attorney, and the right of inspection includes the right
to copy and make extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by resolution,
authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except
when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document
requiring it.
Section 6.06 Fiscal Year-End. The fiscal year-end of the corporation shall
be such date as may be fixed from time to time by resolution by the Board of Directors.
Section 6.07 Reserves. The Board of Directors may create, by resolution,
out of the earned surplus of the corporation such reserves as the directors may, from time to time, in their discretion, think proper
to provide for contingencies, or to equalize dividends or to repair or maintain any property of the corporation, or for such other purpose
as the Board of Directors may deem beneficial to the corporation, and the directors may modify or abolish any such reserves in the manner
in which they were created.
Section 6.08 Payments to Officers or Directors. Any payments made to an
officer or director of the corporation, such as salary, commission, bonus, interest, rent or entertainment expense, which shall be disallowed
by the Internal Revenue Service in whole or in part as a deductible expense by the corporation, shall be reimbursed by such officer or
director to the corporation to the full extent of such disallowance. It shall be the duty of the Board of Directors to enforce repayment
of each such amount disallowed. In lieu of direct reimbursement by such officer or director, the Board of Directors may withhold future
compensation to such officer or director until the amount owed to the corporation has been recovered.
ARTICLE VII
INDEMNIFICATION
Section 7.01 In General. Subject to Section 7.02, the corporation shall
indemnify any director, officer, employee or agent of the corporation, or any person serving in any such capacity of any other entity
or enterprise at the request of the corporation, against any and all legal expenses (including attorneys’ fees), claims and/or liabilities
arising out of any action, suit or proceeding, except an action by or in the right of the corporation.
Section 7.02 Lack of Good Faith; Criminal Conduct. The corporation may,
by shall not be required to, indemnify any person where such person acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, where there was not reasonable
cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal
action or proceeding, there was reasonable cause to believe that the conduct was unlawful.
Section 7.03 Successful Defense of Actions. The corporation shall reimburse
or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys’ fees) actually and
reasonably incurred in connection with defense of any action, suit, or proceeding herein above referred to, to the extent such person
is successful on the merits or otherwise.
Section 7.04 Authorization. Indemnification shall be made by the corporation
only when authorized in the specific case and upon a determination that indemnification is proper by:
(1) The stockholders;
(2) A majority vote of a quorum of the Board of Directors, consisting of
directors who were not parties to the action, suit, or proceeding; or
(3) Independent legal counsel in a written opinion, if a quorum of disinterested
directors so orders or if a quorum of disinterested directors so orders or if a quorum of disinterested directors cannot be obtained.
Section 7.05 Advancing Expenses. Expenses incurred in defending any
action, suit, or proceeding may be paid by the corporation in advance of the final disposition, when authorized by the Board of
Directors, upon receipt of an undertaking by or on behalf of the person defending to repay such advances if indemnification is not
ultimately available under these provisions.
Section 7.06 Continuing Indemnification. The indemnification provided by
these Bylaws shall continue as to a person who has ceased to be director, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
Section 7.07 Insurance. The corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request
of the corporation in any capacity against any liability asserted.
ARTICLE VIII
BYLAWS
Section 8.01 Amendment. These Bylaws may be altered, amended or repealed
at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of
such alteration, amendment or repeal be contained in the notice of such alteration, amendment or repeal be contained in the notice of
such special meeting. These Bylaws may also be altered, amended, or repealed at a meeting of the stockholders at which a quorum is present
by the affirmative vote of the holders of 51% of the capital stock of the corporation entitled to vote or by the consent of the stockholders
in accordance with Section 1.12 of these Bylaws. The stockholders may provide by resolution that any Bylaw provision repealed, amended,
adopted or altered by them may not be repealed amended, adopted or altered by the Board of Directors.
[Balance of this Page Intentionally Left Blank]
CERTIFICATION
I, the undersigned, being the duly elected secretary of the corporation,
do hereby certify that the foregoing Bylaws were adopted by the Board of Directors the 30th day of March, 2001.
| |
/s/Micah Gautier |
| |
Micah Gautier, Secretary |
Exhibit 4
SUBSCRIPTION
AGREEMENT
MEGOLA,
INC.
I have received, read, and understand the Offering Memorandum dated 04/01/2024 (the "Memorandum"). By signing bellow,
I confirm that I have received, read, and understand the Offering Memorandum dated 04/01/2024 from Megola, Inc. in
the GlassBoxLaw.com Offering Portal System (the "Memorandum").
In
summary, the Memorandum states that Megola, Inc., a Nevada c-corporation, (the "Company") wishes to raise $10,000,000
from various persons by selling up to Common Shares of ownership.
I further understand that my rights and responsibilities as a Purchaser will be governed by the
terms and conditions of this Subscription Agreement, the Memorandum, the entity governing documents for Megola, Inc., Inc.
I
understand that the Company will rely on the following information to confirm that I am qualified to be a Purchaser.
This Subscription Agreement is one of a number of such subscriptions for Common Shares. By
signing this Subscription Agreement, I offer to purchase from the Company the number of Common Shares set forth below on the
terms specified herein. The Company reserves the right, in its complete discretion, to reject any subscription offer or to reduce the
number of Common Shares allotted to me. If this offer is accepted, the Company will execute a copy of this Subscription Agreement
and return it to me. I understand that commencing on the date of this Memorandum all funds received by the Company under this Offering
will be available to the Company for use.
1. Representations and Warranties.
I represent and warrant to the Company that:
(A) I have adequate means of providing for my current needs and possible contingencies
and I have no need for liquidity of my investment in the Common Shares; I can bear the economic risk of losing the entire amount
of my investment in Common Shares; I have such knowledge and experience that I am capable of evaluating the relative risks
and merits of this investment; and, I the purchase of Common Shares is consistent, in both nature and amount, with my overall
investment program and financial condition.
(B) The address set forth below is my true and correct residence, and I have no intention
of becoming a resident of any other state or jurisdiction.
(C) I have not utilized the services of a “Purchaser Representative” (as
defined in Regulation D promulgated under the Securities Act) because I am a sophisticated, experienced investor, capable of determining
and understanding the risks and merits of this investment.
(D) I have received and read, and am familiar with the Offering Documents, including
the Memorandum, Subscription Agreement, and Articles of Incorporation of the Company. All documents, records and books pertaining to
the Company and the Common Shares requested by me, including all pertinent records of the Company, financial and otherwise,
have been made available or delivered to me.
(E) I have had the opportunity to ask questions of and receive answers from the Company’s
officers and representatives concerning the Company’s affairs generally and the terms and conditions of my proposed investment
in the Common Shares.
(F) I understand the risks implicit in the business of the Company. Among other things,
I understand that there can be no assurance that the Company will be successful in obtaining the funds necessary for its success. If
only a fraction of the maximum amount of the Offering is raised, the Company may not be able to expand as rapidly as anticipated, and
proceeds from this Offering may not be sufficient for the Company’s long-term needs.
(G) Other than as set forth in the Memorandum, no person or entity has made any representation
or warranty whatsoever with respect to any matter or thing concerning the Company and this Offering, and I am purchasing the Common
Shares based solely upon my own investigation and evaluation.
(H) I understand that no Common Shares have been registered under the Securities
Act, nor have they been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.
(I) The Common Shares for which I subscribe are being acquired solely for
my own account, for investment and are not being purchased with a view to or for their resale or distribution. In order to induce the
Company to sell Common Shares to me, the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Common
Shares by anyone but me.
(J) I am aware of the following:
- The Common
Shares are a speculative investment which involves a high degree of risk;
- My
investment in the Common Shares is not readily transferable; it may not be possible for me to liquidate my investment;
- Certain
interim financial statements of the Company have merely been compiled, and have not been audited;
- There
are substantial restrictions on the transferability of the Common Shares registered under the Securities Act; and,
- No
federal or state agency has made any finding or determination as to the suitability of the Common Shares for public investment
nor any recommendation or endorsement of the Common Shares.
(K) Except
as set forth in the Memorandum, none of the following information has ever been represented, guaranteed, or warranted to me expressly
or by implication, by any broker, the Company, or agents or employees of the foregoing, or by any other person:
- The
appropriate or exact length of time that I will be required to hold the Common Shares;
- The
percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as a result of an investment in
the Common Shares;
- That
the past performance or experience of the Company, or associates, agents, affiliates, or employees of the Company or any other person,
will in any way indicate or predict economic results in connection with the purchase of Common Shares; or,
- The
amount of dividends or distributions that the Company will make.
(L) I
have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made no copies of the Memorandum.
(M) I hereby agree to indemnify and hold harmless the Company, its managers, directors,
and representatives from and against any and all liability, damage, cost or expense, including reasonable attorneys’ fees, incurred
on account of or arising out of:
- Any
inaccuracy in the declarations, representations, and warranties set forth above;
- The
disposition of any of the Common Shares by me which is contrary to the foregoing declarations, representations, and warranties;
and,
- Any
action, suit or proceeding based upon (1) the claim that said declarations, representations, or warranties were inaccurate or misleading
or otherwise cause for obtaining damages or redress from the Company; or (2) the disposition of any of the Common Shares.
(N) By
entering into this Subscription Agreement, I acknowledge that the Company is relying on the truth and accuracy of my representations.
The
foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the
delivery of the funds to the Company and shall survive such delivery. If, in any respect, such representations and warranties are not
true and accurate prior to delivery of the funds, I will give written notice of the fact to the Company, specifying which representations
and warranties are not true and accurate and the reasons therefore.
2. Indemnification.
I understand the meaning and legal consequences of the representations and warranties contained
herein, and I will indemnify and hold harmless the Company, its officers, directors, and representatives involved in the offer or sale
of the Common Shares to me, as well as each of the managers and representatives, employees and agents and other controlling
persons of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any representation
or warranty of mine contained in this Subscription Agreement.
3. Revocation.
I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me
hereunder and this Subscription Agreement shall survive my death or disability.
4. Termination of Agreement.
If this subscription is rejected by the Company, then this Subscription Agreement shall be null
and void and of no further force and effect, no party shall have any rights against any other party hereunder, and the Company shall
promptly return to me the funds delivered with this Subscription Agreement.
5. Miscellaneous.
(a) This Subscription Agreement shall be governed by and construed in accordance with the substantive
law of the State of Nevada.
(b)
This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
may be amended only in writing and executed by all parties.
(c)
By Purchasing the Common Shares in Megola, Inc., I hereby agree to the terms and provisions of the governing entity documents
for the Company – as included as attachments to this Memorandum. I have hereby read and understand the Company’s governing
documents and understand how the Company functions as an entity.
6. Ownership Information.
Please complete the information below, where necessary.
|
| Total Common
Shares for Which You Are Subscribing: |
|
| Total
Subscription Amount: |
|
| Subscriber
Name: |
|
| Subscriber
Tax ID or Social Security Number: |
|
| Legal
Designation of Subscriber: |
|
Please enter mailing address here. |
|
Street
Address:
|
Unit
Number:
|
City:
|
State:
|
Zip
Code:
|
|
Subscriber
Phone:
|
Subscriber
Email: |
7.
Date and Signatures.
Entity Name (if applicable):
|
|
By:
Print
Name:
Title:
|
Date: |
| Each
co-owner or joint owner must sign. Names must be signed exactly as listed under "Purchaser Name." |
| If
a second signature is required, the Company may not accept your subscription until this is provided. |
| Entity
Name (if applicable): |
| By: |
Date: |
Print
Name:
Title:
|
Title
(if applicable): |
ACCEPTED BY:
Megola, Inc. |
|
| By: |
Date: |
| Robert
Gardiner, President and CEO |
|
EXHIBIT
6a
Definitive
Contract for the
EXCLUSIVE
LICENSE/MANUFACTURING
of
GS Capital Blends LLC Product Lines
THIS
AGREEMENT is entered into by and between MEGOLA INC, hereinafter referred to as Buyer, and GS CAPITAL BLENDS LLC, hereinafter
referred to as Seller. Seller agrees to license, and Buyer agrees to buy certain license/manufacturing rights of GS CAPITAL BLENDS LLC
assets.
RECITALS
Seller
owns certain intellectual property formulas and patent pending formulas/technology referred to by Seller as GSCB Product Lines. The intellectual
property and technology is more fully identified on the attached Exhibit “A” (hereinafter referred to as the “Assets”).
Buyer
desires to acquire the EXCLUSIVE LICENSING/MANUFACTURING RIGHTS of Seller based upon the terms and conditions as set forth herein. Seller
desires to LICENSE these assets to Buyer.
The
Parties wish to memorialize the terms and conditions of their license agreement as set forth by this Contract for the LICENCE/MANUFACTURING
of GSCB PRODUCT LINES Globally as per appendix A listed items.
NOW
THEREFORE and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the Parties hereby agree as follows:
1. The
above Recitals are true and correct, reflect the intent of the Parties entering into this Agreement and are material and binding terms
upon the Parties hereto.
2. Purchase
Price and Terms:
THE
LICENSE/MANUFACTURING PRICE, subject to the terms, conditions, pro-rations and adjustments under this Agreement, shall be $750,000.00,
Royalties and shall be paid as follows:
| $
750,000 |
MEGOLA
INC (MGON) Company PFD D SHARES
Stated value 1 PFD D share is $10.00 (75,000 shares)
Shares issued upon signing of Definitive Agreement |
| |
|
| $
TBD |
Royalty
% from specific product volume sales and or % of any Megola licensing deals of the product lines. (Determined by Megola BOD) |
TERMS
AND CONDITIONS OF SALE
| 1. | CLOSING
DATE: The undersigned hereby agree to execute any and all documents necessary to close
this transaction within ten (10) business days after execution of this Definitive Agreement. |
| 2. | AUTHORITY:
The undersigned have the full authority to enter into this Contract and to conclude the
transaction described herein. No agreement to which either Buyer or Seller is a party prevents
either of them from concluding this transaction, nor is the consent of any third party required,
therefore. |
| 3. | WARRANTY:
Seller warrants that Seller has no outstanding liabilities related to the assets to be
conveyed, except as specifically set forth herein, and that Buyer shall receive possession
of the assets being conveyed hereunder, free and clear of any encumbrances. |
| 4. | INDEMNIFICATION
AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold Buyer harmless from all
debts, claims, actions, losses, damages, and attorney’s fees, existing or that may
arise from or be related to Seller’s past operation and ownership of the Business,
except any liabilities assumed by Buyer hereunder. In the event Buyer should become aware
of any such claim against the Assets not disclosed by Seller prior to Closing, Buyer shall
promptly notify Seller in writing of such claim. |
| 5. | LITIGATION:
Except as noted herein, Seller represents and warrants that there is no threatened or
pending litigation or proceedings pending to the Seller’s knowledge against or relating
to the Assets, nor does the Seller know or have reasonable grounds to know of any basis of
any such action relative to the Assets. NO LITIGATION IS THREATENED OR PENDING. |
| 6. | DEFAULT:
If Buyer fails to perform this Contract within the time specified, including payment
of all stock by Buyer’s Transfer Agent for the account Name of Seller as agreed upon,
Buyer and Seller shall be relieved of all obligations under Contract In the event Seller
shall default by failing to perform any of the covenants contained in this Contract, failing
to provide data and information specified herein within ten (10) days after request from
Buyer to do so, or to otherwise close according to the terms and conditions of this Contract,
Buyer shall have the right to terminate this Contract, and demand the return of its stock,
as well as reimbursement for any and all reasonable attorney’s fees, accounting fees,
and other costs incidental to Buyer’s inspection of the Business. Buyer may also seek
an arbitration award under Paragraph 11 herein below setting out the Buyer’s factual
entitlement to specific performance of the Seller’s obligation hereunder, or, in the
alternative, monetary damages payable to Buyer by Seller. |
| | | |
| | 7. | BILL
OF SALE:
Assets to be Sold: Seller shall deliver to Buyer at the Closing an Absolute Bill
of Sale for all Assets. A complete list of all the assets which are subject to this sale,
are attached to this Agreement as Exhibit “A”. Seller warrants that it has, or
will at the closing of this transaction, good and marketable title, free and clear of all
liens and encumbrances, except any liens or encumbrances disclosed herein, with respect to
the items to be listed on Exhibit “A”. Buyer shall receive a copy of the Exhibit
“A” at the time of execution of this contract and, as of execution of this contract,
acknowledge that all of the assets contained on Exhibit “A” are the assets of
personal property and assets to be transferred by Seller pursuant to this agreement, which
shall include a disclaimer of all warranties, expressed, implied or statutory. Buyer shall
have ten (10) business days after receipt of Exhibit “A”, within which to cancel
this Contract after which all parties shall be discharged from all further liability under
the terms of this contact. |
Assets
shall also include all (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, domain
names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and
registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same
(collectively, “Trademarks”); (ii) inventions and discoveries, whether patentable or not, and all patents,
registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and
renewal applications, and including renewals, extensions and reissues (collectively, “Patents”); (iii) trade
secrets, and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer
lists and supplier lists (collectively, “Trade Secrets”): (iv) published and unpublished works of authorship,
whether copyright able or not (including without limitation databases and other compilations of information), including mask rights
and computer software, copyrights therein and thereto, registrations and applications therefor, and all renewals, extensions,
restorations and reversions thereof (collectively, “Copyrights”); (v) any other intellectual property or
proprietary rights; and (vi) all formulas, recipes, binders, processes, techniques, discoveries and applications relating to fire
inhibiting and fire extinguishing products, including, by way of example, all formulas, recipes, binders, processes, techniques,
discoveries and applications related to Sellers product lines.
| 8. | LOSS/DAMAGE:
In the event there is any loss of damage to the Assets, or any of the improvements, systems,
equipment, inventory or other assets included in this sale at any time prior to the Closing
of this sale, the risk of loss shall be upon Seller. Immediately from and after the Close
of this sale, all risk of loss or damage shall be upon Buyer. |
| 9. | BUSINESS
RECORDS: At the Closing of this sale, Seller shall deliver to Buyer copies of any and
all documents pertinent to the Assets which Seller may have. |
| 10. | CLOSING
AGENT: The parties hereby appoint William Eilers, attorney for the Buyer, as Closing
Agent to receive, deposit and distribute funds for the parties and acknowledge that Closing
Agent shall prepare and obtain execution of all closing documents and instruments evidencing
the terms and conditions of this transaction, as are required for the closing, conduct the
closing, and provide for recording of the documents. |
| | | |
| | 11. | GENERAL
LEGAL PROVISIONS: |
| a. | Waiver:
No waiver of any provisions of this Contract shall be effective unless it is in writing,
signed by the party against whom it is asserted, and any such waiver shall only be applicable
to the specific instance to which it relates and shall not be deemed to be a continuing waiver. |
| b. | Paragraph
Headings: Captions and paragraph headlines in this Contract are for convenience and reference
only and do not define, describe, extend, or limit the scope or intent of this Contract or
any provision herein. |
| c. | Survivability
of Contract: The parties hereto acknowledge that this Contract shall survive the Closing
of this transaction as to the terms and conditions herein. |
| d. | Binding
Effect: This Contract shall bind and inure to the benefit of the successors, assigns,
personal representatives, heirs, and legatees of the parties hereto. The parries hereto acknowledge
that this Contract, including all covenants, representations, warranties, and agreements,
shall survive the Closing of this transaction. |
| e. | Entire
Agreement This Contract constitutes the entire agreement and understanding of the parties
and cannot be modified except in writing executed by all parties. All representations made
herein shall survive the closing. |
| f. | Severability:
In the event that any of the terms, conditions or covenants of this Contract are held to
be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability
of the remaining provisions, or portions thereof, shall not be affected thereby and effect
shall give rise to the intent manifested by the provisions, or portions thereof, held to
be enforceable and valid. |
| g. | Calculation
of Time: Time periods herein of less than six (6) days shall in the computation exclude
Saturdays, Sundays and state or national legal holidays, and any time period provided for
herein which shall end on Saturday, Sunday, or a legal holiday shall extend to 5:00 p.m.
of the next business day. |
| h. | Applicable
Law and Venue: This Agreement shall be interpreted and governed in accordance with the
Laws of Nevada. Venue for any action or arbitration shall be in the State Court in Nevada,
based upon the appropriate amount in controversy. |
| i. | Attorney
Fees: In any action, arbitration or proceeding brought enforcing the terms of this agreement
or because of an alleged dispute, breach, default, or misrepresentation in connection the
with this Contract, the prevailing party shall be entitled to recover his reasonable attorney
fees and court costs, including those incurred on appeal, in addition to such other relief
to which he may be entitled. |
| 12. | TYPEWRITTEN
OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted in this form and
acknowledged by the parties as evidenced by their initials shall control all printed provisions
in conflict therewith. |
| 13. | BROKER:
The parties warrant and represent each to the other, that no licensed real estate broker
has been engaged in connection with this transaction and no commission or fee will come due
as the result of the execution of the contract or its subsequent closing. |
SELLERS’S
SIGNATURE:
SELLER’S
SIGNATURE AND ACCEPTANCE:
The
undersigned Seller expressly acknowledges fully reading, understanding and receiving a signed copy of this Contract. THIS IS A LEGALLY
BINDING AND FULLY ENFORCEABLE AGREEMENT. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND ANY PART OF THIS CONTRACT, YOU SHOULD CONTACT YOUR
OWN INDEPENDENT ATTORNEY AND ACCOUNTANT.
Dated
and received this 21 day of MAY 2022.
| GS
CAPITAL BLENDS, LLC, |
|
SELLER’S
Address: |
| A
Florida Limited Liability Company |
|
8891
Brighton Lane, Suite 108, Bonita Springs,
FL, 34135 |
| /s/
Mark F. Suchy |
|
|
| By:
Mark F. Suchy, as its Manager/Director |
|
SELLER’S Phone No. (239) 260-4578 |
The
undersigned Buyer expressly acknowledges fully reading, understanding, and receiving a signed copy of this Contract.
Dated
and received this 21 st day of MAY 2022.
| MEGOLA
INC A Nevada Corporation |
|
|
| /s/
Megola Inc |
|
BUYERS’s
Address:
8891 Brighton Lane, Suite 108, Bonita Springs, |
| By:
Megola Inc, Robert Gardiner, CEO |
|
FL,
34135 |
| |
|
BUYER’S
Phone No. |
EXHIBIT
“A”
ASSETS TO BE CONVEYED
To:
Megola Inc
GSCB
PRODUCTS LINES;
Fire
Inhibitors DF21 - DF31
Fire
Extinguishant Additive DF11E
Fire-Gel
Lithium Batteries
Fire/Stain
Fabric Resistance Blend
Hand
Purifier 24 hr. (non-alcohol)
Bedbug/Dust
Mite/Microbial Blend
Antimicrobials
Surface and Air Protection
Cassava
Powder Fire Extinguisher
Fire
Media Pellets
Fire
Blanket/Smoke Hood
EXHIBIT
“A “Continued
To:
GSCB
(a)
Designation of Series D Preferred Stock. Five Million (5,000,000) shares of Series D Preferred Stock, with a stated value
of $10.00 per share, are authorized (Series D Preferred Stock).
(a)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights:
(i)
Conversion Price. The Conversion to Common Stock shall be at .001 (par value).
(ii)
Conversion Time. The Series D Preferred Stock Shareholder is authorized to convert its shares to common stock beginning six (6) months
after issuance of the Preferred Series D shares.
(iii)
Conversion Amount. The Series D Preferred Stock Shareholder is authorized to convert 25% of its initial Series D Shares on a quarterly
basis, following the six (6) month lock up period.
(iv)
No Series D Preferred Stock Shareholder shall convert into common shares an amount which would result in the Shareholder owning more
than 9.99% of the issued and outstanding shares of common stock at any time.
(a)(2)
Issuance. Shares of Series D Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
Price
and Issuance. The initial price of each share of Series D Preferred Stock shall be $10.00 (The “Stated Value”). The Shares
of Series D Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders. Shares
of Series D Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended by
the Board and approved by a majority vote of the Shareholders.
(a)(3)
Voting Rights. Each issued and outstanding Series D Preferred Stock will have voting rights equal to 100 votes.
(a)(4)
Dividends. The holders of Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors,
in its sole discretion.
(a)(5)
Shares of Series D Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as prior to any
split
AMENDMENT
TO DEFINITIVE CONTRACT FOR THE EXCLUSIVE LICENSE/MANUFACTURING
OF
MEDESOL INC PRODUCT LINES
This
amendment (“Amendment”) is made by and between Megola, Inc (“Buyer”) and GS Capital Blends LLC (“Seller”),
effective May 21st, 2022 (the “Effective Date”).
The
Agreement is amended as follows:
1.
Purchase Price and Terms is amended as follows:
THE
LICENSE/MANUFACTURING PRICE, subject to the terms, conditions, pro-rations and adjustments under this Agreement, shall be $750,000.00
$500,000.00 plus Royalties and shall be paid as follows:
$
750,000 500,000 |
MEGOLA
INC (MGON) Company PFD D SHARES |
| |
Stated
value 1 PFD D share is $10.00 (75,000 50,000 shares) |
| |
Shares
issued upon signing of Definitive Agreement |
| |
The
following additional features of these PFD D SHARES supersede anything to the contrary described in Exhibit A. |
| |
Lock
up period for conversion of the PDF D SHARES to Common Stock is extended to December 31, 2024 |
| |
5%
annual coupon until the expiration of the lock-up period, pro-rated for any partial period |
| |
At
any time before the expiration of the lock-up period, Megola may cancel this Agreement and purchase from Seller all of the PDF D shares
at the stated value plus any outstanding dividends or coupon payments |
| |
At
any time, including during the lock up period, Megola may purchase any number of the issued PFD D SHARES back from Seller at a mutually
agreed upon price |
| $
TBD |
Royalty
% from specific product volume sales and or % of any Megola licensing deals of the product lines. (Determined by Megola BOD) |
Except
as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.
| Megola,
Inc. |
|
GS
Capital Blends LLC |
| |
|
|
| By: /s/
Robert Gardiner |
|
By: /s/ Mark
Suchy |
| Robert
Gardiner, CEO |
|
Mark
Suchy, Manager/Director |
| Date:
01 / 07 / 2024 |
|
Date:
01 / 08 / 2024 |
EXHIBIT
6b
Definitive
Contract for the EXCLUSIVE
LICENSE/MANUFACTURING
of
Medesol Global Inc Product Lines
THIS
DEFINITIVE AGREEMENT is entered into by and between MEGOLA INC, hereinafter referred to as Buyer, and MEDESOL GLOBAL INC, hereinafter
referred to as Seller. Seller agrees to license, and Buyer agrees to buy certain license/manufacturing rights of MEDESOL GLOBAL INC
assets.
RECITALS
Seller
owns certain intellectual property formulas and patent pending formulas/technology referred to by Seller as MEDESOL GLOBAL INC Product
Lines. The intellectual property and technology is more fully identified on the attached Exhibit “A” (hereinafter referred
to as the “Assets”).
Buyer
desires to acquire the GLOBAL EXCLUSIVE LICENSING/MANUFACTURING RIGHTS along with current raw materials in inventory at cost base value
of $51,144 usd of Seller based upon the terms and conditions as set forth herein. Seller desires to LICENSE these assets to Buyer
The
Parties wish to memorialize the terms and conditions of their license agreement as set forth by this Contract for the LICENCE/MANUFACTURING
of MEDESOL GLOBAL INC PRODUCT LINES Globally as per appendix A listed items.
NOW
THEREFORE and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the Parties hereby agree as follows:
1. The
above Recitals are true and correct, reflect the intent of the Parties entering into this Agreement and are material and binding terms
upon the Parties hereto.
2. Purchase
Price and Terms:
THE
LICENSE/MANUFACTURING PRICE, subject to the terms, conditions, pro-rations and adjustments under this Agreement, shall be $250,000.00,
Royalties and shall be paid as follows:
| $
250,000 |
MEGOLA
INC (MGON) Company PFD D SHARES Stated value 1 PFD D share is $10.00 (25,000 shares) Shares issued upon signing of Definitive Agreement |
| $
TBD |
Royalty
% from specific product volume sales and or % of any Megola licensing deals of the product lines. (Determined by Megola BOD) Royalties
will include inventory base cost plus determined profits |
$
25,000 cash payment (PAID) for the raw materials valued at $76,144 (net $51,144 value)
TERMS AND CONDITIONS OF SALE
| 1. | CLOSING
DATE: The undersigned hereby agree to execute any and all documents necessary to close
this transaction within ten (10) business days after execution of this Definitive Agreement. |
| 2. | AUTHORITY:
The undersigned have the full authority to enter into this Contract and to conclude the
transaction described herein. No agreement to which either Buyer or Seller is a party prevents
either of them from concluding this transaction, nor is the consent of any third party required,
therefore. |
| 3. | WARRANTY:
Seller warrants that Seller has no outstanding liabilities related to the assets to be
conveyed, except as specifically set forth herein, and that Buyer shall receive possession
of the assets being conveyed hereunder, free and clear of any encumbrances. |
| 4. | INDEMNIFICATION
AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold Buyer harmless from all
debts, claims, actions, losses, damages, and attorney’s fees, existing or that may
arise from or be related to Seller’s past operation and ownership of the Business,
except any liabilities assumed by Buyer hereunder. In the event Buyer should become aware
of any such claim against the Assets not disclosed by Seller prior to Closing, Buyer shall
promptly notify Seller in writing of such claim. |
| 5. | LITIGATION:
Except as noted herein, Seller represents and warrants that there is no threatened or
pending litigation or proceedings pending to the Seller’s knowledge against or relating
to the Assets, nor does the Seller know or have reasonable grounds to know of any basis of
any such action relative to the Assets NO LITIGATION IS THREATENED OR PENDING. |
| 6. | DEFAULT:
If Buyer fails to perform this Contract within the time specified, including payment
of all stock by Buyer’s Transfer Agent for the account Name of Seller as agreed upon,
Buyer and Seller shall be relieved of all obligations under Contract. In the event Seller
shall default by failing to perform any of the covenants contained in this Contract, failing
to provide data and information specified herein within ten (10) days after request from
Buyer to do so, or to otherwise close according to the terms and conditions of this Contract,
Buyer shall have the right to terminate this Contract, and demand the return of its stock,
as well as reimbursement for any and all reasonable attorney’s fees, accounting fees,
and other costs incidental to Buyer’s inspection of the Business. Buyer may also seek
an arbitration award under Paragraph 11 herein below setting out the Buyer’s factual
entitlement to specific performance of the Seller’s obligation hereunder, or, in the
alternative, monetary damages payable to Buyer by Seller. |
| | | |
| | 7. | BILL
OF SALE: |
A.
Assets to be Sold. A complete list of all of the assets which are subject to this sale, are attached to this Agreement as Exhibit
“A”. Seller warrants that it has, or will at the closing of this transaction, good and marketable title, free and clear of
all liens and encumbrances, except any liens or encumbrances disclosed herein, with respect to the items to be listed on Exhibit “A”.
Buyer shall receive a copy of the Exhibit “A” at the time of execution of this contract and, as of execution of this contract,
acknowledge that all of the assets contained on Exhibit “A” are the assets of personal property and assets to be licensed
by Seller pursuant to this agreement, which shall include a disclaimer of all warranties, expressed, implied or statutory. Buyer shall
have ten (10) business days after receipt of Exhibit “A”, within which to cancel this Contract after which all parties shall
be discharged from all further liability under the terms of this contract.
Assets
shall also include license of all associated (i) trademarks, service marks, brand names, certification marks, collective marks,
d/b/a’s, domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin,
all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all
renewals of same (collectively, “Trademarks’”): (ii) inventions and discoveries, whether patentable or not,
and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations,
continuations-in-part and renewal applications, and including renewals, extensions and reissues (collectively,
“Patents”); (iii) trade secrets, and know-how, including processes, schematics, business methods, formulae,
drawings, prototypes, models, designs, customer lists and supplier lists (collectively, “Trade Secrets’”):
(iv) published and unpublished works of authorship, whether copyright able or not (including without limitation databases and other
compilations of information), including mask rights and computer software, copyrights therein and thereto, registrations and
applications therefor, and all renewals, extensions, restorations and reversions thereof (collectively,
“Copyrights”); (v) any other intellectual property or proprietary rights; and (vi) all formulas, recipes,
binders, processes, techniques, discoveries and applications relating to the assets, including, by way of example, all formulas,
recipes, binders, processes, techniques, discoveries and applications related to Sellers product lines.
| 8. | LOSS/DAMAGE:
In the event there is any loss of damage to the Assets, or any of the improvements, systems,
equipment, inventory or other assets included in this sale at any time prior to the Closing
of this sale, the risk of loss shall be upon Seller. Immediately from and after the Close
of this sale, all risk of loss or damage shall be upon Buyer. |
| 9. | BUSINESS
RECORDS: At the Closing of this sale, Seller shall deliver to Buyer copies of any and
all documents pertinent to the Assets which Seller may have. |
| 10. | CLOSING
AGENT: The parties hereby appoint William Eilers, attorney for the Buyer, as Closing
Agent to receive, deposit and distribute funds for the parties and acknowledge that Closing
Agent shall prepare and obtain execution of all closing documents and instruments evidencing
the terms and conditions of this transaction, as are required for the closing, conduct the
closing, and provide for recording of the documents. |
11. GENERAL
LEGAL PROVISIONS:
| a. | Waiver:
No waiver of any provisions of this Contract shall be effective unless it is in writing,
signed by the party against whom it is asserted and any such waiver shall only be applicable
to the specific instance to which it relates and shall not be deemed to be a continuing waiver. |
| b. | Paragraph
Headings: Captions and paragraph headlines in this Contract are for convenience and reference
only and do not define, describe, extend or limit the scope or intent of this Contract or
any provision herein. |
| c. | Survivability
of Contract: The parties hereto acknowledge that this Contract shall survive the Closing
of this transaction as to the terms and conditions herein. |
| d. | Binding
Effect: This Contract shall bind and inure to the benefit of the successors, assigns,
personal representatives, heirs and legatees of the parties hereto. The parties hereto acknowledge
that this Contract, including all covenants, representations, warranties and agreements,
shall survive the Closing of this transaction. |
| e. | Entire
Agreement: This Contract constitutes the entire agreement and understanding of the parties
and cannot be modified except in writing executed by all parties. All representations made
herein shall survive the closing. |
| f. | Severability:
In the event that any of the terms, conditions or covenants of this Contract are held to
be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability
of the remaining provisions, or portions thereof, shall not be affected thereby and effect
shall give rise to the intent manifested by the provisions, or portions thereof, held to
be enforceable and valid. |
| g. | Calculation
of Time: Time periods herein of less than six (6) days shall in the computation exclude
Saturdays, Sundays and state or national legal holidays, and any time period provided for
herein which shall end on Saturday, Sunday, or a legal holiday shall extend to 5:00 p.m.
of the next business day. |
| h. | Applicable
Law and Venue: This Agreement shall be interpreted and governed in accordance with the
Laws of Nevada. Venue for any action or arbitration shall be in the State Court in Nevada,
based upon the appropriate amount in controversy. |
| i. | Attorney
Fees: In any action, arbitration or proceeding brought enforcing the terms of this agreement
or because of an alleged dispute, breach, default or misrepresentation in connection the
with this Contract, the prevailing party shall be entitled to recover his reasonable attorney
fees and court costs, including those incurred on appeal, in addition to such other relief
to which he may be entitled. |
| 12. | TYPEWRITTEN
OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted in this form
and acknowledged
by the parties as evidenced by their initials shall control all printed provisions in conflict
therewith. |
| 13. | BROKER:
The parties warrant and represent each to the other, that no licensed real estate broker
has been engaged in connection with this transaction and no commission or fee will come due
as the result of the execution of the contract or its subsequent closing. |
The
undersigned Seller expressly acknowledges fully reading, understanding and receiving a signed copy of this Contract. THIS IS A LEGALLY
BINDING AND FULLY ENFORCEABLE AGREEMENT. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND ANY PART OF THIS CONTRACT YOU SHOULD CONTACT YOUR
OWN INDEPENDENT ATTORNEY AND ACCOUNTANT.
Dated
and received this 3rd day of FEBRUARY 2023.
| MEDESOL
GLOBAL INC, |
|
SELLER’S
Address: |
| A
Nevada company |
|
10610
NE 9th Pl, unit 2008
Bellevue, WA, 98004 |
| /s/
Simon Johnston |
|
|
| By:
Simon Johnston CEO |
|
SELLER’S
Phone No. |
| |
|
425
777 5488 |
The
undersigned Buyer expressly acknowledges fully reading, understanding and receiving a signed copy of this Contract.
Dated
and received this 3rd day of FEBRUARY 2023.
| MEGOLA
INC |
|
|
| A
Nevada Corporation |
|
|
| /s/
Robert Gardiner |
|
BUYERS’s
Address:
8891 Brighton Lane, ste 108, Bonita Springs, |
| By:
Megola Inc, Robert Gardiner, CEO |
|
FL,
34135 |
| |
|
|
| |
|
BUYER’S
Phone No. |
To
MEDESOL GLOBAL INC
$25,000
cash payment towards inventory purchase (payments completed)
(a)
Designation of Series D Preferred Stock. Five Million (5,000,000) shares of Series D Preferred Stock, with a stated value
of $10.00 per share, are authorized (Series D Preferred Stock).
(a)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights:
(i)
Conversion Price. The Conversion to Common Stock shall be at .001 (par value).
(ii)
Conversion Time. The Series D Preferred Stock Shareholder is authorized to convert its shares to common stock beginning six (6) months
after issuance of the Preferred Series D shares.
(iii)
Conversion Amount. The Series D Preferred Stock Shareholder is authorized to convert 25% of its initial Series D Shares on a quarterly
basis, following the six (6) month lock up period.
(iv)
No Series D Preferred Stock Shareholder shall convert into common shares an amount which would result in the Shareholder owning more
than 9.99% of the issued and outstanding shares of common stock at any time.
(a)(2)
Issuance. Shares of Series D Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
•
Price and Issuance. The initial price of each share of Series D Preferred Stock shall be $10.00 (The “Stated Value”). The
Shares of Series D Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders.
Shares of Series D Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended
by the Board and approved by a majority vote of the Shareholders.
(a)(3)
Voting Rights. Each issued and outstanding Series D Preferred Stock will have voting rights equal to 100 votes.
(a)(4)
Dividends. The holders of Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors,
in its sole discretion.
(a)(5)
Shares of Series D Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as prior to any
split.
APPENDIX
A
Global
exclusive manufacturing and marketing rights are acquired by MEGOLA INC through this agreement to the following technology for the identified
products and markets:
| Technology
Description |
Products/Markets |
| MedeSol
proprietary process technology enabling the modification of surfaces (soft and hard, porous and non-porous) and granular substrates
(zeolites, bentonites, vermiculites, corncob pith, superabsorbent polymer “SAP”, packing materials, and other susceptible
porous organic and inorganic particulates so as to control offensive malodors and microbial contamination. MedeSol technology for
this purpose is protected by US Patent application 63/342,299 filed March 2022 for the use of 1 chloro, 2,2,5,5 tetramethylimidazolidonone-4
one (available globally only from MedeSol), and industrial chemical formulation and processing confidential know-how, including the
use of 1 chloro, 2, 4 imidazolidinedione for the purpose of surfaces and SAP and other granular or fibrous substrate modification.
Odor control using these chemistries and other proprietary chlorine-based formulations does not rely on perfume or masking additives.
Includes combinations of the above technology with ProtekSol (Si02) technology. |
● Household
Care
● Household
Disinfectants (requires EPA registration)
o
Specifically excludes medical and healthcare applications
● Food
Preservation
● Pet
Care
● Automotive
● Commercial
and Industrial Odor Control
● Air
Filtration
● Personal
hygiene (e.g., underarm, foot odor products, baby diapers)
o
Specifically excludes medical and healthcare applications such as incontinence and feminine hygiene devices |
RAW
MATERIALS
4,000
pounds of MedeSol Oxidizing Powder x $1.90 each = $7,600, located in Issaquah, WA at MedeSol warehouse
45,696
24oz bottles of Hypochlorous Acid Spray x $1.50 = $68,544 located in Chicago, IL at 3rd party warehouse
AMENDMENT
TO DEFINITIVE CONTRACT FOR THE EXCLUSIVE LICENSE/MANUFACTURING
OF MEDESOL GLOBAL INC PRODUCT LINES
This
amendment (“Amendment”) is made by and between Megola, Inc., a Nevada corporation (“Buyer”)
and MedeSol Global, Inc. Nevada corporation (hereinafter “Buyer”), effective February 1st, 2023 (the “Effective
Date”).
The
Agreement is amended as follows:
1.
Appendix A is replaced in its entirety be the following:
APPENDIX
A
Global
exclusive manufacturing and marketing rights are acquired by MEGOLA INC through this agreement to the following technology for the identified
products and markets:
| Technology
Description |
Products/Markets |
| MedeSol
proprietary process technology enabling the modification of surfaces (soft and hard, porous and non-porous) and granular substrates
(zeolites, bentonites, vermiculites, corncob pith, superabsorbent polymer “SAP”, packing materials, and other susceptible
porous organic and inorganic particulates so as to control offensive malodors and microbial contamination. MedeSol technology for
this purpose is protected by US Patent application US 18/316,512 filed on May 12, 2023 and industrial chemical formulation and processing
confidential know-how for the purpose of surfaces and SAP and other granular or fibrous substrate modification. Odor control using
these chemistries and other proprietary chlorine-based formulations does not rely on perfume or masking additives. Includes combinations
of the above technology with MedeSol SiO2 technology. |
●
Household Care
● Household Disinfectants (requires EPA registration)
o Specifically
excludes medical and healthcare applications
● Food Preservation
● Pet
Care
● Automotive
● Commercial and Industrial Odor Control
● Air Filtration
● Formaldehyde
inactivator
● Toxic and infectious Spill remediation
● Textile modification
for odor control
● Persistent mold protection on environmental surfaces
●
Non-woven textile modification for airplane toilet odor control
floor covering
● Personal hygiene (e.g., underarm, foot odor products, baby diapers,
adult incontinence, feminine hygiene products) |
RAW
MATERIALS
6,000
pounds of MedeSol Oxidizing Powder x $10 each = $60,000, located at Wesmar Company in Seattle, WA
5
totes (1,000L each) of Chitosan Acetate 1% Solution x $3,228.80 each = $16,144 located at Wesmar Company in Seattle, WA
Except
as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.
| Megola,
Inc. |
|
MedeSol
Global, Inc. |
| |
|
|
| By: /s/
Robert Gardiner |
|
By:
/s/ Simon Johnston |
| Robert
Gardiner, CEO |
|
Simon
Johnston, Chairman |
| Date:
20 Oct 2023 |
|
Date:
20 Oct 2023 |
Exhibit 6c
Definitive
Contract for the EXCLUSIVE
LICENSE/MANUFACTURING
of
Medesol Global Inc Product Lines
THIS
DEFINITIVE AGREEMENT is entered into by and between MEGOLA INC, hereinafter referred to as Buyer, and MEDESOL GLOBAL INC, hereinafter
referred to as Seller. Seller agrees to license, and Buyer agrees to buy certain license/manufacturing rights of MEDESOL GLOBAL INC
assets.
RECITALS
Seller
owns certain intellectual property formulas and patent pending formulas/technology referred to by Seller as MEDESOL GLOBAL INC Product
Lines. The intellectual property and technology is more fully identified on the attached Exhibit “A” (hereinafter referred
to as the “Assets”).
Buyer
desires to acquire the EXCLUSIVE LICENSING/MANUFACTURING RIGHTS along with current raw materials in inventory at cost base value of $40,600
usd of Seller based upon the terms and conditions as set forth herein. Seller desires to LICENSE these assets to Buyer
The
Parties wish to memorialize the terms and conditions of their license agreement as set forth by this Contract for the LICENCE/MANUFACTURING
of MEDESOL GLOBAL INC PRODUCT LINES Globally as per appendix A listed items.
NOW
THEREFORE and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the Parties hereby agree as follows:
1.
The above Recitals are true and correct, reflect the intent of the Parties entering into this Agreement and are material and binding
terms upon the Parties hereto.
2.
Purchase Price and Terms:
THE
LICENSE/MANUFACTURING PRICE, subject to the terms, conditions, pro-rations and adjustments under this Agreement, shall be $250,000.00,
Royalties and shall be paid as follows:
| $
250,000 |
MEGOLA
INC (MGON) Company PFD D SHARES Stated value 1 PFD D share is $10.00 (25,000 shares) Shares issued upon signing of Definitive Agreement |
| $TBD |
Royalty
% from specific product volume sales and or % of any Megola licensing deals of the product lines. (Determined by Megola BOD) Royalties
will include inventory base cost plus determined profits |
TERMS
AND CONDITIONS OF SALE
| 1. | CLOSING
DATE: The undersigned hereby agree to execute any and all documents necessary to close
this transaction within ten (10) business days after execution of this Definitive Agreement. |
| 2. | AUTHORITY:
The undersigned have the full authority to enter into this Contract and to conclude the
transaction described herein. No agreement to which either Buyer or Seller is a party prevents
either of them from concluding this transaction, nor is the consent of any third party required,
therefore. |
| 3. | WARRANTY:
Seller warrants that Seller has no outstanding liabilities related to the assets to be
conveyed, except as specifically set forth herein, and that Buyer shall receive possession
of the assets being conveyed hereunder, free and clear of any encumbrances. |
| 4. | INDEMNIFICATION
AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold Buyer harmless from all
debts, claims, actions, losses, damages, and attorney’s fees, existing or that may
arise from or be related to Seller’s past operation and ownership of the Business,
except any liabilities assumed by Buyer hereunder. In the event Buyer should become aware
of any such claim against the Assets not disclosed by Seller prior to Closing, Buyer shall
promptly notify Seller in writing of such claim. |
| 5. | LITIGATION:
Except as noted herein, Seller represents and warrants that there is no threatened or
pending litigation or proceedings pending to the Seller’s knowledge against or relating
to the Assets, nor does the Seller know or have reasonable grounds to know of any basis of
any such action relative to the Assets. NO LITIGATION IS THREATENED OR PENDING. |
| 6. | DEFAULT:
If Buyer fails to perform this Contract within the time specified, including payment
of all stock by Buyer’s Transfer Agent for the account Name of Seller as agreed upon,
Buyer and Seller shall be relieved of all obligations under Contract. In the event Seller
shall default by failing to perform any of the covenants contained in this Contract, failing
to provide data and information specified herein within ten (10) days after request from
Buyer to do so, or to otherwise close according to the terms and conditions of this Contract,
Buyer shall have the right to terminate this Contract, and demand the return of its stock,
as well as reimbursement for any and all reasonable attorney’s fees, accounting fees,
and other costs incidental to Buyer’s inspection of the Business. Buyer may also seek
an arbitration award under Paragraph 11 herein below setting out the Buyer’s factual
entitlement to specific performance of the Seller’s obligation hereunder, or, in the
alternative, monetary damages payable to Buyer by Seller. |
A.
Assets to be Sold. Seller shall deliver to Buyer at the Closing an Absolute Bill of Sale for all Assets. A complete list of all
of the assets which are subject to this sale, are attached to this Agreement as Exhibit “A”. Seller warrants that it has,
or will at the closing of this transaction, good and marketable title, free and clear of all liens and encumbrances, except any liens
or encumbrances disclosed herein, with respect to the items to be listed on Exhibit “A”. Buyer shall receive a copy of the
Exhibit “A” at the time of execution of this contract and, as of execution of this contract, acknowledge that all of the
assets contained on Exhibit “A” are the assets of personal property and assets to be transferred by Seller pursuant to this
agreement, which shall include a disclaimer of all warranties, expressed, implied or statutory. Buyer shall have ten (10) business days
after receipt of Exhibit “A”, within which to cancel this Contract after which all parties shall be discharged from all further
liability under the terms of this contract.
Assets
shall also include all (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, domain names,
logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and registrations
for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same (collectively, “Trademarks”):
(ii) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor,
including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues (collectively,
“Patents”); (iii) trade secrets, and know-how, including processes, schematics, business methods, formulae, drawings, prototypes,
models, designs, customer lists and supplier lists (collectively, “Trade Secrets”); (iv) published and unpublished
works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information), including
mask rights and computer “software, copyrights therein and thereto, registrations and applications therefor, and all renewals,
extensions, restorations and reversions thereof (collectively, “Copyrights”); (v) any other intellectual property
or proprietary rights; and (vi) all formulas, recipes, binders, processes, techniques, discoveries and applications relating to fire
inhibiting and fire extinguishing products, including, by way of example, all formulas, recipes, binders, processes, techniques, discoveries
and applications related to Sellers product lines.
| 8. | LOSS/DAMAGE:
In the event there is any loss of damage to the Assets, or any of the improvements, systems,
equipment, inventory or other assets included in this sale at any time prior to the Closing
of this sale, the risk of loss shall be upon Seller. Immediately from and after the Close
of this sale, all risk of loss or damage shall be upon Buyer. |
| 9. | BUSINESS
RECORDS: At the Closing of this sale, Seller shall deliver to Buyer copies of any and
all documents pertinent to the Assets which Seller may have. |
| 10. | CLOSING
AGENT: The parties hereby appoint William Eilers, attorney for the Buyer, as Closing
Agent to receive, deposit and distribute funds for the parties and acknowledge that Closing
Agent shall prepare and obtain execution of all closing documents and instruments evidencing
the terms and conditions of this transaction, as are required for the closing, conduct the
closing, and provide for recording of the documents. |
11.
GENERAL LEGAL PROVISIONS:
| a. | Waiver:
No waiver of any provisions of this Contract shall be effective unless it is in writing,
signed by the party against whom it is asserted and any such waiver shall only be applicable
to the specific instance to which it relates and shall not be deemed to be a continuing waiver. |
| b. | Paragraph
Headings: Captions and paragraph headlines in this Contract are for convenience and reference
only and do not define, describe, extend or limit the scope or intent of this Contract or
any provision herein. |
| |
c. |
Survivability
of Contract: The parties hereto acknowledge that this Contract shall survive the Closing of this transaction as to the terms
and conditions herein. |
| d. | Binding
Effect: This Contract shall bind and inure to the benefit of the successors, assigns,
personal representatives, heirs and legatees of the parties hereto. The parties hereto acknowledge
that this’ Contract, including all covenants, representations, warranties and agreements,
shall survive the Closing of this transaction. |
| e. | Entire
Agreement: This Contract constitutes the entire agreement and understanding of the parties
and cannot be modified except in writing executed by all parties. All representations made
herein shall survive the closing. |
| f. | Severability:
In the event that any of the terms, conditions or covenants of this Contract are held
to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability
of the remaining provisions, or portions thereof, shall not be affected thereby and effect
shall give rise to the intent manifested by the provisions, or portions thereof, held to
be enforceable and valid. |
| g. | Calculation
of Time: Time periods herein of less than six (6) days shall in the computation exclude
Saturdays, Sundays and state or national legal holidays, and any time period provided for
herein which shall end on Saturday, Sunday, or a legal holiday shall extend to 5:00 p.m.
of the next business day. |
| |
h. |
Applicable
Law and Venue: This Agreement shall be interpreted and governed in accordance with the Laws of Nevada. Venue for any action or
arbitration shall be in the State Court in Nevada, based upon the appropriate amount in controversy. |
| |
i. |
Attorney
Fees: In any action, arbitration or proceeding brought enforcing the terms of this agreement or because of an alleged dispute,
breach, default or misrepresentation in connection the with this Contract, the prevailing party shall be entitled to recover his
reasonable attorney fees and court costs, including those incurred on appeal, in addition to such other relief to which he may be
entitled. |
| 12. | TYPEWRITTEN
OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted in this form
and acknowledged by the parties as evidenced by their initials shall control all printed
provisions in conflict therewith. |
| 13. | BROKER:
The parties warrant and represent each to the other, that no licensed real estate broker
has been engaged in connection with this transaction and no commission or fee will come due
as the result of the execution of the contract or its subsequent closing. |
The
undersigned Seller expressly acknowledges fully reading, understanding and receiving a signed copy of this Contract. THIS IS A LEGALLY
BINDING AND FULLY ENFORCEABLE AGREEMENT. READ IT CAREFULLY. IF YOU DO NOT UNDERSTAND ANY PART OF THIS CONTRACT YOU SHOULD CONTACT YOUR
OWN INDEPENDENT ATTORNEY AND ACCOUNTANT.
Dated
and received this 19 day of SEPTEMBER 2022.
| MEDESOL
GLOBAL INC, |
SELLER’S
Address: |
| A
Nevada company |
10610
NE 9th PI, unit 2008 |
| |
Bellevue,
WA, 98004 |
| /s/
Simon Johnston |
|
| By:
|
Simon
Johnston CEO |
SELLER’S
Phone No. |
| |
425
777 5488 |
The
undersigned Buyer expressly acknowledges fully reading, understanding and receiving a signed copy of this Contract.
Dated
and received this 19 day of SEPTEMBER 2022.
MEGOLA
INC
A Nevada Corporation |
|
|
| /s/
Robert Gardiner |
|
BUYERS’s
Address:
8891
Brighton Lane, ste 108, Bonita Springs, |
| By;
|
Megola
Inc, Robert Gardiner, CEO |
|
FL,
34135 |
| |
|
|
|
| |
|
|
BUYER’S
Phone No. |
EXHIBIT
“A”
ASSETS TO BE CONVEYED
To
Megola Inc
“ProtekSol”
SiO2 Technologies (Trade Secrets & Patents Pending): Referred to as Liquid Glass, is based on Silicon Dioxide (SiO2)
(quartz glass) in solution (water or alcohol depending on application). “In Solution” means higher performance and
improved environmental safety compared competing Liquid Glass products that use controversial “Nano Particles”. Sand at the
beach and the stone around us are made of SiO2. Our coatings are inert, meaning it comes from the earth and returns with no
ill effects making our technology safe to the environment.
1)
Hard Surfaces: Protects, Waterproofs & Keeps Surfaces Cleaner Longer
a. Metal,
b. Stone,
c. Plastic,
d. Glass
e. Seed
f. Textile
g. Universal
h. Surface
2)
Textiles: Waterproofs & Protects from UV damage
a. Clothing
b. Medical
garments, bedding etc. (when combined with MedeSol)
c. Furniture
& Mattresses
d. Industrial:
Canvas, Tents etc.
PRODUCT
BENEFITS:
| |
● |
Keep
the glass of mobile phones scratch and water resistant |
| |
● |
Increase
the lifespan of fabrics |
| |
● |
Protect
sensitive medical devices from problem bacteria |
| |
● |
Reduce
window washing and keep glass cleaner longer |
| |
● |
Control
problem microbes safely |
| |
● |
Protect
metals against corrosion |
| |
● |
Guard
vintage stone from environmental decay |
| |
● |
Protect
buildings from atmospheric pollution |
| |
● |
Reduce
indoor pollutants that damage surfaces |
| |
● |
Keep
shower glass from soap and mildew buildup |
| |
● |
Control
bacteria on keyboards |
| |
● |
Protect
against graffiti |
| |
● |
Reduce
the evidence of fingerprints |
| |
● |
Increase
visibility on glass |
| |
● |
Keep
public and food prep areas sanitary |
| |
● |
Assist
the growth of crops and plants |
| |
● |
Replace
solvents in liquid resistant papers |
| |
● |
Keep
exterior signage clean |
| |
● |
Reduce
maintenance needed in exhaust systems |
| |
● |
Reduce
toxic cleaners in healthcare |
| |
● |
Reduce
the need for windshield wipers |
| |
● |
Reduce
the bacteria on touch screens and ATM’s |
| |
● |
Keep
decals clean to meet regulations |
www.sio2international.com
Medesol
Inventory at Dimachem (Windsor toll facility) is the following:
| Drums: |
|
| 6
drums |
$32,200.00 |
| |
|
| Pails: |
|
| 3
pails (5 gallon) |
$
6,400.00 |
| |
|
| Smaller
containers: |
|
| |
$2,000.00 |
Total Raws:
$ 40,600.00
PRODUCT
Certification:
| ● |
Test:
EPA 01-1A on microbes including; Listeria monocytogenes, Bacillus cereus, Salmonella enterica, etc Has Testing proved that
SiO2 Technology will Eliminate Pathogens over a 24 hour Period or More? Has Testing proved that SiO2 Technology is Antimicrobial? |
| |
|
| ● |
Test:
AATCC Method 100-2004 on following microbes: S. epidermidis, Corynebacterium xerosis, Bacillus subtilis, Streptococcus pneumoniae,
Staphylococcus aureus, Escherichia coli, Pseudomonas aeruginosa Has Testing proved that SiO2 Technology is Water Resistant? |
| |
|
| ● |
Tests:
AATCC Method 22 (ISO 4920) and AATCC 42-2013 Has Testing proved that SiO2 Technology is Oil Resistant? |
| ● |
Tests:
AATCC Method 118-2007 and ISO 14419-2010
Has Testing proved that SiO2 Technology is Breathable? |
| |
|
| ● |
Test:
ASTM E96: Breathability rating (MVT)
Has Testing proved that SiO2 Technology is Washable over 40 times? |
| |
|
| ● |
Tests:
AATCC 1355,20,40
Has Testing proved that SiO2 Technology is Abrasion Resistant using Martindale Test Method? |
| |
|
| ● |
Test:
ISO 12947-2:1998
Has Testing proved that SiO2 Technology is Abrasion Resistant using Taber Test Method? |
| |
|
| ● |
Test:ASTM
D3389-15
Has Testing proved that SiO2 Technology is Flame Resistant on Textile? |
| |
|
| ● |
Test:
ASTM D6413/ D6413M13b
Has Testing proved that SiO2 Technology Offers Thermal Protection on Textile? |
| |
|
| ● |
Test:
ASTMD 4108-87
Has Testing proved that SiO2 Technology is Static Resistant? |
| |
|
| ● |
Test:
AATCC 76-2011
Has Testing proved that SiO2 Technology is Scratch and Abrasion Resistant? |
| |
|
| ● |
Tests:
ASTM C1624 and Nano Scratch Test
Has Testing proved that SiO2 Technology Protects Against Corrosion? |
| |
|
| ● |
Test: ASTM
B117
Has Testing proved that SiO2 Technology Protects Against UV and Weathering? |
| |
|
| ● |
Test:
ISO 4892-2 |
| |
|
| ● |
Tests:
JIS K 5400, ASTM E384-11e1 and ASTM D3363
Has Testing proved SiO2 Technology is Hard?
Has Testing proved SiO2 Technology has Elastic Properties in its Hardness? |
| |
|
| ● |
Test:
ASTM 2546
Has Testing proved that SiO2 Technology is Safer to Human Health and Environment? |
| ● |
Tests:
RoHS 2015/863 and REACH compliant (EC) No 1907/2006
Has Testing proved that SiO2 Technology is Dermatologically Tested as Skin
Safe? |
| |
|
| ● |
Test:
HRIPT (Human Repeat Insult Patch Testing) with 50 subjects over 6 weeks.
Has Testing proved that
SiO2 Technology is a Non-Irritant and Hypo-Allergenic? |
| |
|
| ● |
Test: HRIPT (Human Repeat Insult Patch Testing) with 50 subjects over 6 weeks.
Tested under the control of a Dermatologist.
Has Testing proved that SiO2 Technology Does Not Affect Microsoft Software? |
| |
|
| ● |
Test:
Microsoft Tested and Approved |
To
MEDESOL GLOBAL INC
(a)
Designation of Series D Preferred Stock. Five Million (5,000,000) shares of Series D Preferred Stock, with a stated value
of S10.00 per share, are authorized (Series D Preferred Stock).
(a)(1)
Conversion Rights. This class of shares shall have the following Conversion Rights:
(i)
Conversion Price. The Conversion to Common Stock shall be at .001 (par value).
(ii)
Conversion Time. The Series D Preferred Stock Shareholder is authorized to convert its shares to common stock beginning six (6) months
after issuance of the Preferred Series D shares.
(iii)
Conversion Amount. The Series D Preferred Stock Shareholder is authorized to convert 25% of its initial Series D Shares on a quarterly
basis, following the six (6) month lock up period.
(iv)
No Series D Preferred Stock Shareholder shall convert into common shares an amount which would result in the Shareholder owning more
than 9.99% of the issued and outstanding shares of common stock at any time.
(a)(2)
Issuance. Shares of Series D Preferred Stock may only be issued as directed by the Board of Directors and a majority vote of the Shareholders.
•
Price and Issuance. The initial price of each share of Series D Preferred Stock shall be $10.00 (The “Stated Value”). The
Shares of Series D Preferred Stock may only be Issued as directed by the Board of Directors and a majority vote of the Shareholders.
Shares of Series D Preferred Stock may be issued for acquisitions, mergers, or other business opportunities of the Company as recommended
by the Board and approved by a majority vote of the Shareholders.
(a)(3)
Voting Rights. Each issued and outstanding Series D Preferred Stock will have voting rights equal to 100 votes.
(a)(4)
Dividends. The holders of Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors,
in its sole discretion.
(a)(5)
Shares of Series D Preferred Stock are anti-dilutive to reverse splits and forward splits and therefore shall remain as prior to any
split.
AMENDMENT
TO DEFINITIVE CONTRACT FOR THE EXCLUSIVE LICENSE/MANUFACTURING
OF
MEDESOL INC PRODUCT LINES
This
amendment (“Amendment”) is made by and between Megola, Inc., a Nevada corporation (“Buyer”)
and MedeSol Global, Inc. Nevada corporation (hereinafter “Buyer”), effective September 19th, 2022 (the
“Effective Date”).
The
Agreement is amended as follows:
1. Recitals,
Paragraph 2 is amended as follows:
Buyer
desires to acquire the EXCLUSIVE LICENSING/MANUFACTURING RIGHTS along with current raw materials in inventory at cost base value of $40,600
$52,743.46 usd of Seller based upon the terms and conditions as set forth herein. Seller desires to LICENSE these assets
to Buyer
2. Exhibit
A section regarding inventory is amended as follows:
MedeSol
Inventory at Dimachem (Windsor toll facility) is the following:
Drums:
6
drums $32,200.00
Pails:
3
pails (5 gallon) $ 6,400.00
Smaller
containers:
$
2,000.00
Total
Rows: $40,600.00
| |
|
Weight
(kg) |
|
Cost |
|
Total |
| Raw
Material 1 |
|
|
202.50 |
|
|
$ |
9.71 |
|
|
$ |
1,966.28 |
|
| Raw
Material 2 |
|
|
174.62 |
|
|
$ |
10.67 |
|
|
$ |
1,863.20 |
|
| Raw
Material 3 |
|
|
171.81 |
|
|
$ |
26.16 |
|
|
$ |
4,495.03 |
|
| Raw
Material 4 |
|
|
20.78 |
|
|
$ |
1,335.92 |
|
|
$ |
27,765.76 |
|
| Raw
Material 5 |
|
|
169.60 |
|
|
$ |
52.80 |
|
|
$ |
8,954.88 |
|
| Raw
Material 6 |
|
|
20.90 |
|
|
$ |
156.23 |
|
|
$ |
3,265.21 |
|
| Raw
Material 7 |
|
|
191.00 |
|
|
$ |
23.21 |
|
|
$ |
4,433.11 |
|
| |
|
|
|
|
|
|
|
|
|
$ |
52,743.46 |
|
Except
as set forth in this Amendment, the Agreement is unaffected and shall continue in full force and effect in accordance with its terms.
If there is conflict between this amendment and the Agreement or any earlier amendment, the terms of this amendment will prevail.
| Megola,
Inc. |
|
MedeSol
Global, Inc. |
| |
|
|
| By: |
/s/ Robert
Gardiner |
|
By: |
/s/ Simon
Johnston |
| Robert
Gardiner, CEO |
|
Simon
Johnston, Chairman |
| Date:
20 Oct 2023 |
|
Date:
20 Oct 2023 |
Exhibit 10
BOARD
OF DIRECTORS RESOLUTION
FOR
MEGOLA,
INC.
The
Directors of Megola, Inc. (the “Company”), a Nevada corporation located at 8891 Brighton Lane Suite 108, Bonita Springs,
Florida 34135 have unanimously resolved to adopt the following resolutions as of March 22, 2024.
Further,
the Directors have unanimously voted to adopt these resolutions without a meeting and have also unanimously voted to waive all notice
requirements for such a meeting.
RESOLUTIONS
| 1) | The
Company is hereby authorized to offer 400,000,000 of its common stock under Regulation A
of the Securities Act of 1933, as amended (the “Reg. A Offering”).
|
| 2) | The
terms of the Reg. A Offering shall be determined by the Company’s executive management.
|
This
resolution has been entered as of the date first listed above.
DIRECTORS:
By:
___________________________________
Mark
Suchy
By:
___________________________________
Simon
Johnston
By:
___________________________________
Joshua
Johnston
By:
___________________________________
Robert
Gardiner
Exhibit 11
Consent
of Independent Registered Public Accounting Firm
To,
Megola,
Inc. USA
We
consent to the inclusion of our following reports Dated April 12, 2024, relating to financial statements of Megola, Inc. (MGON) (the
“Company”) of Independent Registered Public Accounting Firm in this Form 1A of Megola, Inc. (MGON) (the “Company”),
as issued for FY 2023 and FY 2022 and the references to our firm in this regard in Form 1A so being filed by the company.
For,
Pipara & Co LLP (6841)
Place:
Ahmedabad, India
Date: April 12, 2024
Exhibit 12
Glass
Box Law, Inc.
76 Maxwell, Irvine, CA 92618
www.glassoboxlaw.com
March
26, 2024
Megola,
Inc.
8891
Brighton Lane
Suite
108
Bonita
Springs, Florida 34135
|
Re:
Megola, Inc. (the “Company”) Offering Statement on Form 1-A (the “Offering Statement”)
To
whom it may concern:
We
have acted as special counsel to the Company, a corporation incorporated under the laws of the State of Nevada, in connection with the
filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”),
with the Securities and Exchange Commission relating to the proposed offering by the Company (the “Offering”) of up
to 400,000,000 shares (the “Shares”) of common stock, $0.001 par value, of the Company.
For
purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:
1. Amended
and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Nevada;
2. Bylaws
of the Company in the form filed with the Securities and Exchange Commission; and
3. Resolutions
of the Board of Directors of the Company adopted by unanimous written consent on March 25, 2024.
We
have also examined such other certificates of public officials, such certificates of executive officers of the Company and such other
records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinion hereafter set forth.
In
such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii)
the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted
to us as certified, conformed or other copies and the authenticity of the originals of such documents and (v) that all records and other
information made available to us by the Company on which we have relied are complete in all material respects. As to all questions
of fact material to this opinion, we have relied solely upon the above-referenced certificates or comparable documents and other documents
delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates
of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.
Based
on the foregoing and on such legal considerations as we deem relevant, we are of the opinion that the Shares, when issued and delivered
against payment therefor as described in the Offering Statement, will be validly issued, fully paid and non-assessable.
The
foregoing opinion is limited to the Nevada General Corporation Law, as currently in effect, and we do not express any opinion herein
concerning any other law.
The
opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our
opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant
law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed
herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present
laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.
Our
opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated.
We
hereby consent to the use of this letter as an exhibit to the Offering Statement and to any and all references to our firm in the offering
circular that is a part of the Offering Statement. In giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Securities and Exchange Commission.
Sincerely,
/s/ Glass Box Law, Inc.
Glass
Box Law, Inc.
Megola (PK) (USOTC:MGON)
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