Annual report pursuant to Section 13 and 15(d)

Subsequent Events

Subsequent Events
12 Months Ended
Dec. 31, 2018
Subsequent Events [Abstract]  
Subsequent Events



On February 27, 2019, Charles Larsen resigned as a director of the Company.


On February 27, 2019, Donald Steinberg and Charles Larsen canceled all 1,000,000,000 stock options previously issued to them by the Company, representing 100% of all previously issued options..


Natural Plant Extract of California, Inc.


In early March, 2018, our consultant, Mr. Robert Hymers, a minority owner of Natural Plant Extract of California, Inc. (“NPE”) informally communicated with our affiliates concerning the possible business opportunities between us and NPE. As informal discussions continued, the general terms and scope of a non-binding letter of intent were discussed between us and NPE. On March 18, 2019, our board reviewed, authorized and executed a resolution approving the entry into a non-binding letter of intent with NPE. The letter of intent only set forward a framework for due diligence between us and NPE. The letter of intent was not an offer or material commitment by us, and was completely contingent upon us and NPE entering into a separate formal material definitive agreement.


The letter of intent proposed a joint venture between us and Northern Lights Distribution, LLC, a California limited liability company (“Northern Lights”) and wholly owned subsidiary of NPE. The joint venture was prospectively to be incorporated in California under the name “Viva Buds,” whose business to include the utilization of Northern Lights California cannabis licenses to produce and deliver cannabis products in California under the brand name “Viva Buds.” The terms of the letter of intent proposed that profits from the Viva Buds project would be split evenly between us and Northern Lights. Northern Lights agreed to provide management services regarding delivery and fulfillment of products, and contribute product and inventory. We agreed to provide marketing services and front end client relationship services using our affiliate marketing system and support staff.


From March 18 to April 10-15, 2019, we reviewed the corporate documents, by laws, articles of incorporation, license status, of NPE. We held internal discussions asking questions and receiving answers. We reviewed documents with our accountant and lawyer. After due consideration during this period, a draft material definitive agreement was prepared, circulated and discussed by our board. Based on our interests in developing and expanding our business to operations into the legal cannabis space in the state of California, our board met, reviewed the draft material definitive agreement, and approved it, authorizing its execution along with the ancillary transaction documents, including the joint venture agreement and stock purchase agreement on April 15, 2019. These documents provided for consideration including NPE’s commitment to sell us a 20% ownership in Natural Plant in exchange for two million dollars and our agreement to issue to NPE one million dollars’ worth of our unregistered and restricted common stock.


On March 19, 2019, we launched our sales efforts for our hempSMART™ products in the United Kingdom (“UK”) through our affiliate marketing program. The UK’s Medicines and Healthcare Products Regulatory Agency (MHRA), regulates wellness products containing CBD derived from hemp and generally prohibits the sale of such products in the UK with a THC content greater that 0.2 percent. Based on our latest laboratory results, our hempSMART™ products contain less than 0.2 percent THC and are actually closer to 0 percent.