þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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27-1070374
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification Number)
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1707 Post Oak Blvd, Suite 215
Houston TX
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77056
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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þ
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(Do not check if a smaller reporting company)
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PART I — CONSOLIDATED FINANCIAL INFORMATION
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3
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Item 1.
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4
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4
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5
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6
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7
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8
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Item 2.
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17
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Item 3.
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21
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Item 4.
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22
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PART II — OTHER INFORMATION
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23
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Item 1.
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23
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Item 1A.
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23
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Item 2.
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23
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Item 3.
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24
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Item 4.
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24
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Item 5.
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24
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Item 6.
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24
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Notes
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May 31, 2014
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August 31, 2013
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|||||||||
ASSETS
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|||||||||||
CURRENT ASSETS
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|||||||||||
Cash and cash equivalents
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$ | 151,454 | $ | 75,190 | |||||||
Accounts receivable
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357 | — | |||||||||
Total current assets
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151,811 | 75,190 | |||||||||
Investments in joint ventures- controlled by affiliate
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497,928 | ||||||||||
TOTAL ASSETS
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$ | 649,739 | $ | 75,190 | |||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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|||||||||||
CURRENT LIABILITIES
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|||||||||||
Accounts payable and accrued liabilities
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4 | $ | 246,940 | $ | 92,381 | ||||||
Current portion of convertible notes payable, net of discount
of $0 and $306, respectively
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5 | 4,904 | 76,310 | ||||||||
Current portion of convertible notes payable, net of discount
of $54,573 and $0, respectively – due to related party
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96,319 | — | |||||||||
Total current liabilities
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348,163 | 168,691 | |||||||||
Convertible notes payable, net of discount of $281,982 and $521,630, respectively.
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5 | 26,194 | 41,643 | ||||||||
Convertible notes payable, net of discount of $0 and $0, respectively –due to related party
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500,288 | — | |||||||||
TOTAL LIABILITIES
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874,645 | 210,334 | |||||||||
STOCKHOLDERS’ DEFICIT
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|||||||||||
Common Stock, $0.0001 par value; 100,000,000 shares authorized; 24,989,939 and 15,234,339 shares issued and outstanding at May 31, 2014 and August 31, 2013, respectively.
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6 | 2,499 | 1,523 | ||||||||
Additional paid-in capital
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3,633,514 | 2,898,220 | |||||||||
Accumulated deficit
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(3,860,919 | ) | (3,034,887 | ) | |||||||
Total stockholders’ deficit
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(224,906 | ) | (135,144 | ) | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 649,739 | $ | 75,190 |
Nine months ended
May 31,
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Three months ended
May 31,
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Period From
September 21, 2009 (inception) through
May 31,
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||||||||||||||||||
2014
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2013
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2014
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2013
|
2014
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||||||||||||||||
REVENUE
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||||||||||||||||||||
Software Sales
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$ | 1,065 | $ | — | $ | 540 | $ | — | $ | 1,065 | ||||||||||
GROSS PROFIT
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1,065 | — | 540 | — | 1,065 | |||||||||||||||
OPERATING EXPENSES
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||||||||||||||||||||
General and administrative expenses
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362,494 | 317,205 | 89,916 | 113,513 | 2,519,655 | |||||||||||||||
Loss on acquisition of 20% of Novalon
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25,000 | — | — | — | 25,000 | |||||||||||||||
Net (income)/loss from minority owned entity
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2,072 | — | 2,072 | — | 2,072 | |||||||||||||||
Impairment of investment in joint venture
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— | — | — | — | 191,500 | |||||||||||||||
LOSS FROM OPERATIONS
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(388,501
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) | (317,205 | ) | (91,448 | ) | (113,513 | ) | (2,737,162 | ) | ||||||||||
OTHER INCOME (EXPENSE)
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||||||||||||||||||||
Interest expense
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(437,531 | ) | (257,930 | ) | (198,604 | ) | (58,222 | ) | (1,123,757 | ) | ||||||||||
NET LOSS
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$ | (826,032 | ) | (575,135 | ) | (290,052 | ) | (171,735 | ) | (3,860,919 | ) | |||||||||
NET LOSS PER COMMON SHARE – Basic and fully diluted
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$ | (0.04 | ) | (0.09 | ) | $ | (0.01 | ) | $ | (0.02 | ) | |||||||||
COMMON SHARES OUTSTANDING Basic and fully diluted
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19,798,662 | 6,057,652 | 22,975,652 | 9,185,108 |
Common Stock
|
Additional
Paid In
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Accumulated
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||||||||||||||||||
Shares
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Amount
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Capital
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Deficit
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Total
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||||||||||||||||
BALANCE, September 21, 2009
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— | $ | — | — | $ | — | $ | — | ||||||||||||
Issuance of common stock for cash
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225,000 | 23 | 8,977 | — | 9,000 | |||||||||||||||
Issuance of common stock for cash
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75,000 | 8 | 52,492 | — | 52,500 | |||||||||||||||
Net loss for the period
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— | — | — | (20,572 | ) | (20,572 | ) | |||||||||||||
BALANCE, August 31, 2010
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300,000 | $ | 31 | $ | 61,469 | $ | (20,572 | ) | $ | 40,928 | ||||||||||
Issuance of common stock for services
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37,500 | 3 | 619,997 | — | 620,000 | |||||||||||||||
Net loss for the period
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— | — | — | (1,267,017 | ) | (1,267,017 | ) | |||||||||||||
BALANCE, August 31, 2011
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337,500 | $ | 34 | $ | 681,466 | $ | (1,287,589 | ) | $ | (606,089 | ) | |||||||||
Issuance of common stock for conversion of debt
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247,500 | 25 | 241,828 | — | 241,853 | |||||||||||||||
Issuance of common stock for services
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22,500 | 2 | 314,998 | — | 315,000 | |||||||||||||||
Discount on convertible notes payable
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— | — | 436,913 | — | 436,913 | |||||||||||||||
Net loss for the period
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— | — | — | (886,997 | ) | (886,997 | ) | |||||||||||||
BALANCE, August 31, 2012
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607,500 | $ | 61 | $ | 1,675,205 | $ | (2,174,586 | ) | $ | (499,320 | ) | |||||||||
Shares issued for rounding due to stock split
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539 | — | — | — | — | |||||||||||||||
Issuance of common stock for conversion of debt
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14,626,300 | 1,462 | 478,398 | — | 479,860 | |||||||||||||||
Discount on convertible notes payable
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— | — | 744,617 | — | 744,617 | |||||||||||||||
Net loss for the period
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— | — | — | (860,301 | ) | (860,301 | ) | |||||||||||||
BALANCE, August 31, 2013
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15,234,339 | $ | 1,523 | $ | 2,898,220 | $ | (3,034,887 | ) | $ | (135,144 | ) | |||||||||
Shares issued for conversion of notes payable
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9,755,600 | 976 | 516,804 | — | 517,780 | |||||||||||||||
Discount on issuance of convertible note payable
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— | — | 218,490 | — | 218,490 | |||||||||||||||
Imputed Interest
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— | — | — | — | ||||||||||||||||
Net Loss
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— | — | — | (826,032 | ) | (826,032 | ) | |||||||||||||
BALANCE, May 31, 2014
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24,989,939 | $ | 2,499 | $ | 3,633,514 | $ | (3,860,919 | ) | $ | (224,906 | ) |
Nine months ended May 31,
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Period From
September 21, 2009 (inception) through
May 31,
|
|||||||||||
2014 | 2013 | 2014 | ||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||||||
Net Loss
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$
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(826,032
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)
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$
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(575,135
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)
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$
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(3,860,919
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)
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|||
Adjustments to reconcile net loss to net cash used in operating activities:
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||||||||||||
Common stock issued for services
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—
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—
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935,000
|
|||||||||
Loss on acquisition of 20% of Novalon
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25,000
|
—
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25,000
|
|||||||||
Loss from minority owned entity
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2,072
|
—
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2,072
|
|||||||||
Amortization of discount on convertible note payable
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403,871
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234,362
|
1,015,862
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
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( 357
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)
|
—
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( 357
|
) | |||||||
Accounts payable and accrued liabilities
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96,375
|
30,069
|
187,211
|
|||||||||
Accrued interest payable
|
33,660
|
23,568
|
109,439
|
|||||||||
NET CASH USED IN OPERATING ACTIVITIES
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(265,411
|
)
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(287,136
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)
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(1,586,692
|
)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Cash paid to acquire 20% of Novalon
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(25,000
|
)
|
—
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(25,000
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)
|
|||||||
Investment in joint venture –with related party
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(500,000
|
) |
—
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(500,000
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) | |||||||
NET CASH USED IN INVESTING ACTIVITIES
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(525,000
|
) |
—
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(525,000
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)
|
|||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from issuance of common stock
|
—
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—
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61,500
|
|||||||||
Proceeds from advances
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216,675
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361,110
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1,551,646
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|||||||||
Proceeds from convertible debt – from related party
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650,000
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650,000
|
||||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
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866,675
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361,110
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2,263,146
|
|||||||||
NET INCREASE (DECREASE) IN CASH
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76,264
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73,974
|
151,454
|
|||||||||
CASH, at the beginning of the period
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75,190
|
2,652
|
―
|
|||||||||
CASH, at the end of the period
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$
|
151,454
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$
|
76,626
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$
|
151,454
|
||||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
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$
|
—
|
$
|
—
|
$
|
—
|
||||||
Taxes
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$
|
—
|
$
|
—
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$
|
—
|
||||||
Noncash investing and financing transaction:
|
||||||||||||
Common stock issued for services
|
$
|
—
|
$
|
—
|
$
|
935,000
|
||||||
Convertible note payable received
|
650,000
|
—
|
650,000
|
|||||||||
Refinance of advances into convertible notes payable
|
$
|
158,490
|
$
|
248,272
|
$
|
406,762
|
||||||
Beneficial conversion on convertible note payable
|
$
|
218,490
|
$
|
248,272
|
$
|
466,762
|
||||||
Conversion of convertible notes payable.
|
$
|
516,804
|
$
|
170,860
|
$
|
1,109,780
|
|
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or 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 (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
|
May 31, 2014
|
August 31, 2013
|
|||||||
Convertible note payable, dated August 31, 2011, bearing interest at 10% per annum, matures on August 31, 2013 and convertible into shares of common stock at $0.05 per share.
|
— | 19,468 | ||||||
Convertible note payable, dated January 31, 2013, bearing interest at 10% per annum, matures on January 31, 2015 and convertible into shares of common stock at $0.10
|
243 | 50,412 | ||||||
Convertible note payable, dated May 31, 2013, bearing interest at 10% per annum, matures on May 31, 2015 and convertible into shares of common stock at $0.05
|
— | 172,450 | ||||||
Convertible note payable, dated August 31, 2013, bearing interest at 10% per annum, matures on August 31, 2015 and convertible into shares of common stock at $0.05
|
145,254. | 323,895 | ||||||
Convertible note payable, dated February 28, 2014, bearing interest at 10% per annum, matures on February 29, 2016 and convertible into shares of common stock at $0.05
|
158,490 | — | ||||||
Accrued interest payable
|
9,093 | 73,664 | ||||||
Total convertible notes payable and accrued interest
|
313,080 | 639,889 | ||||||
Less: current portion of convertible notes payable and accrued interest
|
(4,904 | ) | (76,617 | ) | ||||
Less: discount on noncurrent convertible notes payable
|
(281,982 | ) | (521,630 | ) | ||||
Noncurrent convertible notes payable, net of discount
|
$ | 26,194 | $ | 41,642 |
May 31, 2014
|
August 31, 2013
|
|||||||
Convertible note payable, dated April 30, 2014, bearing interest at 7% per annum, matures on April 30, 2016 and convertible into shares of common stock at $0.05
|
150,000 | — | ||||||
Convertible note payable, dated May 27, 2014, bearing interest at 7% per annum, matures on May 30, 2016 and convertible into shares of common stock at $0.05
|
500,000 | — | ||||||
Accrued interest payable
|
1,180 | — | ||||||
Total convertible notes payable and accrued interest
|
651,180 | — | ||||||
Less: current portion of convertible notes payable and accrued interest
|
(150,892 | ) | — | |||||
Less: discount on noncurrent convertible notes payable
|
— | |||||||
Noncurrent convertible notes payable, net of discount
|
$ | 500,288 | $ | — |
Date
|
Amount Converted
|
Common Shares Issued
|
Unamortized Discount
|
|||||||||
October 1, 2013
|
$ | 30,000 | 600,000 | — | ||||||||
October 4, 2013
|
30,000 | 600,000 | — | |||||||||
October 15, 2013
|
15,000 | 300,000 | — | |||||||||
Total
|
$ | 75,000 | 1,500,000 | $ | — |
Date
|
Amount Converted
|
Common Shares Issued
|
Unamortized Discount
|
|||||||||
October 8, 2013
|
$ | 60,000 | 600,000 | $ | 21,805 | |||||||
Total
|
$ | 60,000 | 600,000 | $ | 21,805 |
Date
|
Amount Converted
|
Common Shares Issued
|
Unamortized Discount
|
|||||||||
December 2, 2013
|
$ | 80,000 | 1,600,000 | $ | 67,263 | |||||||
January 20, 2014
|
40,000 | 800,000 | 36,004 | |||||||||
January 29, 2014
|
40,000 | 800,000 | 36,929 | |||||||||
February 11, 2014
|
22,780 | 455,600 | 20,259 | |||||||||
Total
|
$ | 182,780 | 3,655,600 | $ | 160,455 |
Date
|
Amount Converted
|
Common Shares Issued
|
Unamortized Discount
|
|||||||||
March 14, 2014
|
$ | 50,000 | 1,000,000 | $ | 30,865 | |||||||
March 21, 2014
|
50,000 | 1,000,000 | 46,357 | |||||||||
April 14, 2014
|
50,000 | 1,000,000 | 45,389 | |||||||||
May 20, 2014
|
50,000 | 1,000,000 | 44,674 | |||||||||
Total
|
$ | 200,000 | 4,000,000 | $ | 167,285 |
Date
|
Amount Converted
|
Common Shares Issued
|
||||||
October 1, 2013
|
30,000 | 600,000 | ||||||
October 4, 2013
|
30,000 | 600,000 | ||||||
October 8, 2013
|
60,000 | 600,000 | ||||||
October 15, 2013
|
15,000 | 300,000 | ||||||
December 2, 2013
|
80,000 | 1,600,000 | ||||||
January 20, 2014
|
40,000 | 800,000 | ||||||
January 29, 2014
|
40,000 | 800,000 | ||||||
February 11, 2014
|
22,780 | 455,600 | ||||||
March 14, 2014
|
50,000 | 1,000,000 | ||||||
March 21, 2014
|
50,000 | 1,000,000 | ||||||
April 14, 2014
|
50,000 | 1,000,000 | ||||||
May 20, 2014
|
50,000 | 1,000,000 | ||||||
Total
|
$ | 517,780 | 9,755,600 |
My Go Games, LLC
|
||||
Balance Sheet
|
||||
As of May 31, 2014
|
||||
Total
|
||||
ASSETS
|
||||
Cash
|
498,946.47 | |||
Total Assets
|
$ | 498,946.47 | ||
LIABILITIES AND EQUITY
|
||||
Accounts Payable (A/P)
|
10,558.69 | |||
Total Current Liabilities
|
$ | 10,558.69 | ||
Long-Term Liabilities
|
||||
Convertible Loan Payable
|
500,000.00 | |||
Total Long-Term Liabilities
|
$ | 500,000.00 | ||
Total Liabilities
|
$ | 510,558.69 | ||
Equity
|
||||
Member Capital
|
||||
GO, LLC Equity
|
500.00 | |||
Total Member Capital
|
$ | 500.00 | ||
Retained Earnings
|
||||
Net Income
|
-12,112.22 | |||
Total Equity
|
$ | - 11,612.22 | ||
TOTAL LIABILITIES AND EQUITY
|
$ | 498,946.47 |
1.
|
As of May 31, 2014, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
|
2.
|
As of May 31, 2014, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
|
Date
|
Amount Converted
|
Common Shares Issued
|
|||
October 1, 2013
|
$
|
30,000
|
600,000
|
||
October 4, 2013
|
30,000
|
600,000
|
|||
October 8, 2013
|
60,000
|
600,000
|
|||
October 15, 2013
|
15,000
|
300,000
|
|||
December 2, 2013
|
80,000
|
1,600,000
|
|||
January 20, 2014
|
40,000
|
800,000
|
|||
January 29, 2014
|
40,000
|
800,000
|
|||
February 11, 2014
|
22,780
|
455,600
|
|||
March 14, 2014
|
50,000
|
1,000,000
|
|||
March 21, 2014
|
50,000
|
1,000,000
|
|||
April 14, 2014
|
50,000
|
1,000,000
|
|||
May 20, 2014
|
50,000
|
1,000,000
|
|||
Total
|
$
|
517,780
|
9,755,600
|
3.1
|
Articles of Incorporation 1
|
3.2
|
Amended and Restated Bylaws 3
|
3.3
|
Amended Articles of Incorporation dated June 27, 2012 2
|
4.1
|
|
4.2
|
|
10.1
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101
|
XBRL Interactive data
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
(1) Incorporated by reference to Exhibit 3.1 to our Form S-1 filed with the Commission on April 14, 2010
|
|
(2) Incorporated by reference to Exhibit 3.3 to our Form 10-Q filed with the Commission on July 16, 2012
|
|
(3) Incorporated by reference to Exhibit 3.01 to our Form 8-K filed with the Commission on June 25, 2014
|
|
(4) Filed herewith
|
OBJ Enterprises, Inc.
|
|
Date: July 21, 2014
|
BY: /s/ Daniel Hammett
|
Daniel Hammett
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
Date: July 21, 2014
|
BY: /s/ Paul Watson
|
Paul Watson
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
1.
|
Maturity. Unless converted as provided in Section 2, this Note will automatically mature and be due and payable on May 1, 2015 (the “Maturity Date”). Subject to Section 2 below, interest shall accrue on this Note but shall not be due and payable until the Maturity Date. Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company. The foregoing notwithstanding, prepayment in cash of the principal balance of this Note, together with all accrued and unpaid interest on the portion of principal so prepaid, may be made by the Company in whole or in part at any time without penalty, upon a five (5) business day notice (a “Pre-Payment Notice”). The Holder may convert the Note into common stock, in accordance with Section 2(c), during the five business day Pre-Payment Notice period; provided that notice of conversion is delivered to the Company prior to 2:00 p.m. (New York Time) on the fifth business day of the Pre-Payment Notice period.
|
2.
|
Conversion; Payment; Etc.
|
a.
|
This Note shall be convertible at any time, in whole or in part, at the option of the Holder, into such number of fully paid and nonassessable shares of Common Stock of the Company (“Common Stock”) by dividing (i) the entire principal amount of, and at the Holder’s option accrued interest on, this Note on the date of such optional conversion, by (ii) a conversion price of US$0.05 per share.
|
b.
|
The conversion price shall be subject to adjustment from time to time as hereinafter provided in this Section 2(b):
|
i.
|
If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, the conversion price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share.
|
ii.
|
If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Note and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to Holder if Holder had exercised this Note and had received such shares of Common Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase.
|
c.
|
No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note and the deliveries required pursuant to this Section 2 in connection with such conversion, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.
|
d.
|
The foregoing notwithstanding, prepayment in cash of the principal balance of this Note, together with all accrued and unpaid interest on the portion of principal so prepaid, may be made by the Company in whole or in part at any time without premium or penalty.
|
e.
|
Payment of Interest. Upon conversion of the entire principal amount of this Note into the Company’s capital stock, any interest accrued on this Note that is not by reason of Section 2 hereof simultaneously converted into Common Stock shall be immediately paid to the Holder.
|
f.
|
Payment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. This Note may not be prepaid at any time without the prior written consent of the Holder.
|
3.
|
Due on Sale Clause. The Holder shall have the right, at its sole option, to declare this Note immediately due and payable irrespective of the Maturity Date specified herein ten business days prior to the effective date of any Change of Control Transaction undertaken without the prior written consent of the Holder, which consent the Holder shall have no obligation to give. A “Change of Control Transaction” means (a) any sale of equity securities or securities convertible into equity securities of the Company in an amount greater than $50,000; (b) the removal or demotion of Paul C. Watson from his current positions of President and Chief Executive Officer of the Company or the removal or demotion of any director or corporate officer appointed by Paul C. Watson without the express written approval of such removal or demotion by Paul C. Watson, (c) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (d) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (e) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at least 50% of the voting power or liquidation rights of Company or the successor of such merger, consolidation or statutory share exchange. In the event of a contemplated Change of Control Transaction, the Company shall provide the Holder at least Fifteen business days prior to the effective date of any Change of Control Transaction, except as may otherwise be prohibited by law.
|
4.
|
Transfer; Successors and Assigns.
|
a.
|
The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Note may be transferred, or divided into two or more Notes of smaller denomination, subject to the following conditions. The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note of such Holder’s intention to do so, describing briefly the manner of the proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If in the opinion of the Company’s counsel the proposed transfer may be effected without constituting a violation of the applicable U.S. state or federal securities laws, then the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note, provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel satisfactory to the Company to prevent further transfers which would be in violation of such securities laws or adversely affect the exemptions relied upon by the Company. To such effect, the Company may request that the intended transferee execute an investment letter satisfactory to the Company and its counsel.
|
b.
|
A register of the issuance and transfer of this Note shall be kept at the office of the Company, and this Note may be transferred only on the books of the Company maintained at its office. Each transfer shall be in writing signed by the then registered Holder hereof or the Holder’s legal representatives or successors, and no transfer hereof shall be binding upon the Company unless in writing and duly registered on the register maintained at the Company’s office. Upon transfer of this Note, the transferee, by accepting the Note, agrees to be bound by the provisions, terms, conditions and limitations of this Note.
|
c.
|
If in the opinion of the counsel referred to in this Section 4, the proposed transferor disposition of the Note described in the Holder’s written notice given pursuant to this Section 4 may not be effected without registration or without adversely affecting the exemptions relied upon by the Company, the Company shall promptly give written notice to the Holder and the Holder will limit its activities and restrict its transfer accordingly.
|
5.
|
Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.
|
6.
|
Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when (a) delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), (b) seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth herein or as subsequently modified by written notice or (c) sent by facsimile with a return confirmation received, addressed to the party to be notified at such party’s facsimile number as set forth herein or as subsequently modified by written notice.
|
7.
|
Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, the Holder and each transferee of the Note.
|
1.
|
Maturity. Unless converted as provided in Section 2, this Note will automatically mature and be due and payable on May 28, 2016 (the “Maturity Date”). Subject to Section 2 below, interest shall accrue on this Note but shall not be due and payable until the Maturity Date. Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon the insolvency of the Company, the commission of any act of bankruptcy by the Company, the execution by the Company of a general assignment for the benefit of creditors, the filing by or against the Company of a petition in bankruptcy or any petition for relief under the federal bankruptcy act or the continuation of such petition without dismissal for a period of ninety (90) days or more, or the appointment of a receiver or trustee to take possession of the property or assets of the Company. The foregoing notwithstanding, prepayment in cash of the principal balance of this Note, together with all accrued and unpaid interest on the portion of principal so prepaid, may be made by the Company in whole or in part at any time without penalty, upon a five (5) business day notice (a “Pre-Payment Notice”). The Holder may convert the Note into common stock, in accordance with Section 2(c), during the five business day Pre-Payment Notice period; provided that notice of conversion is delivered to the Company prior to 2:00 p.m. (New York Time) on the fifth business day of the Pre-Payment Notice period.
|
2.
|
Conversion; Payment; Etc.
|
a.
|
This Note shall be convertible at any time, in whole or in part, at the option of the Holder, into such number of fully paid and nonassessable shares of Common Stock of the Company (“Common Stock”) by dividing (i) the entire principal amount of, and at the Holder’s option accrued interest on, this Note on the date of such optional conversion, by (ii) a conversion price of US$0.05 per share.
|
b.
|
The conversion price shall be subject to adjustment from time to time as hereinafter provided in this Section 2(b):
|
i.
|
If the Company at any time divides the outstanding shares of its Common Stock into a greater number of shares (whether pursuant to a stock split, stock dividend or otherwise), and conversely, if the outstanding shares of its Common Stock are combined into a smaller number of shares, the conversion price in effect immediately prior to such division or combination shall be proportionately adjusted to reflect the reduction or increase in the value of each such common share.
|
ii.
|
If any capital reorganization or reclassification of the capital stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of the Company’s Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for such Common Stock, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, Holder shall have the right to purchase and receive upon the basis and upon the terms and conditions specified in this Note and in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such shares of stock, other securities or assets as would have been issued or delivered to Holder if Holder had exercised this Note and had received such shares of Common Stock immediately prior to such reorganization, reclassification, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument executed and mailed to the Holder at the last address of the Holder appearing on the books of the Company the obligation to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to purchase.
|
c.
|
No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note and the deliveries required pursuant to this Section 2 in connection with such conversion, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted including without limitation the obligation to pay such portion of the principal amount and accrued interest.
|
d.
|
The foregoing notwithstanding, prepayment in cash of the principal balance of this Note, together with all accrued and unpaid interest on the portion of principal so prepaid, may be made by the Company in whole or in part at any time without premium or penalty.
|
e.
|
Payment of Interest. Upon conversion of the entire principal amount of this Note into the Company’s capital stock, any interest accrued on this Note that is not by reason of Section 2 hereof simultaneously converted into Common Stock shall be immediately paid to the Holder.
|
f.
|
Payment. All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. This Note may not be prepaid at any time without the prior written consent of the Holder.
|
3.
|
Due on Sale Clause. The Holder shall have the right, at its sole option, to declare this Note immediately due and payable irrespective of the Maturity Date specified herein ten business days prior to the effective date of any Change of Control Transaction undertaken without the prior written consent of the Holder, which consent the Holder shall have no obligation to give. A “Change of Control Transaction” means (a) any sale of equity securities or securities convertible into equity securities of the Company in an amount greater than $150,000; (b) the removal or demotion of Paul C. Watson from his current positions of President and Chief Executive Officer of the Company or the removal or demotion of any director or corporate officer appointed by Paul C. Watson without the express written approval of such removal or demotion by Paul C. Watson, (c) any merger, consolidation, statutory share exchange or acquisition transaction involving the Company or any material subsidiary of the Company; (d) any sale of substantially all of the assets of the Company or any material subsidiary of the Company; or (e) any similar transaction involving the issuance, cancellation or restructuring of equity securities of the Company unless, following the completion of such transaction, the then existing shareholders of Company own or control, directly or indirectly, at least 50% of the voting power or liquidation rights of Company or the successor of such merger, consolidation or statutory share exchange. In the event of a contemplated Change of Control Transaction, the Company shall provide the Holder at least Fifteen business days prior to the effective date of any Change of Control Transaction, except as may otherwise be prohibited by law.
|
4.
|
Transfer; Successors and Assigns.
|
a.
|
The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. This Note may be transferred, or divided into two or more Notes of smaller denomination, subject to the following conditions. The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note of such Holder’s intention to do so, describing briefly the manner of the proposed transfer. Promptly upon receiving such written notice, the Company shall present copies thereof to the Company’s counsel. If in the opinion of the Company’s counsel the proposed transfer may be effected without constituting a violation of the applicable U.S. state or federal securities laws, then the Company, as promptly as practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled to transfer this Note, provided that an appropriate legend may be endorsed on this Note respecting restrictions upon transfer thereof necessary or advisable in the opinion of counsel satisfactory to the Company to prevent further transfers which would be in violation of such securities laws or adversely affect the exemptions relied upon by the Company. To such effect, the Company may request that the intended transferee execute an investment letter satisfactory to the Company and its counsel.
|
b.
|
A register of the issuance and transfer of this Note shall be kept at the office of the Company, and this Note may be transferred only on the books of the Company maintained at its office. Each transfer shall be in writing signed by the then registered Holder hereof or the Holder’s legal representatives or successors, and no transfer hereof shall be binding upon the Company unless in writing and duly registered on the register maintained at the Company’s office. Upon transfer of this Note, the transferee, by accepting the Note, agrees to be bound by the provisions, terms, conditions and limitations of this Note.
|
c.
|
If in the opinion of the counsel referred to in this Section 4, the proposed transferor disposition of the Note described in the Holder’s written notice given pursuant to this Section 4 may not be effected without registration or without adversely affecting the exemptions relied upon by the Company, the Company shall promptly give written notice to the Holder and the Holder will limit its activities and restrict its transfer accordingly.
|
5.
|
Governing Law. This Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Texas, without giving effect to principles of conflicts of law.
|
6.
|
Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when (a) delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), (b) seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address as set forth herein or as subsequently modified by written notice or (c) sent by facsimile with a return confirmation received, addressed to the party to be notified at such party’s facsimile number as set forth herein or as subsequently modified by written notice.
|
7.
|
Amendments and Waivers. Any term of this Note may be amended only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section 7 shall be binding upon the Company, the Holder and each transferee of the Note.
|
1.
|
OBJE is the business of developing and marketing PC and mobile based gaming software;
|
2.
|
GO is in the business of developing and marketing branded software PC and mobile based gaming software;
|
3.
|
OBJE and GO have entered into a non-binding Term Sheet dated the 28th day of April, 2014 (the "Term Sheet") setting forth the basic terms pursuant to which they would form and contribute to a new limited liability company for the purposes of jointly developing and marketing a branded gaming software platform with the goal of merging the new company into OBJE in the future; and
|
4.
|
OBJE and GO formed My Go Games, LLC, a Minnesota limited liability company (“MGG”) with OBJE owning twenty percent (20%) of the membership interests in MGG and Go owning eighty percent (80%) of the membership interests in MGG.
|
1.
|
DEFINITIONS
|
a.
|
“Affiliate” means, with respect to a Party, a person, corporation, or other legal entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party. For purposes of this definition “control” means the direct or indirect ownership of at least fifty percent (50%) of the outstanding voting securities of the controlled entity.
|
b.
|
“GO Technology” means any Invention owned by GO as of the Effective Date or any Invention acquired, licensed or developed exclusively by GO.
|
c.
|
“GO Derivative Works” means any Improvement primarily on a GO Technology developed by GO, OBJE or both of them during the term of this Agreement.
|
d.
|
“Change in Control Transaction” means any transaction or series of transactions (a) resulting in a consolidation, merger or other business combination of either Party with or into any other legal entity in which the Party is not the surviving entity; (b) any corporate transaction, or series of related transactions, resulting in the voting security-holders of such Party immediately prior to such transaction or transactions ceasing to own at least fifty percent (50%) of the voting securities of such Party after such transaction; (c) there is a sale or transfer of all or substantially all of the assets of a Party; (d) a Party enters into any dissolution, winding up, liquidation, or transaction or series of transactions pursuant to which its voting securities are converted to cash or property; or (e) a Party enters into an agreement providing for an event set forth in (a) through (d) above.
|
e.
|
“OBJE Technology” means any Invention owned by OBJE as of the Effective Date or any Invention acquired, licensed or developed exclusively by OBJE.
|
f.
|
“OBJE Derivative Works” means any Improvement primarily on a OBJE Technology developed by GO, OBJE or both of them during the term of this Agreement.
|
g.
|
“Commercial Products” means any products or services incorporating Joint Technology or Derivative Works.
|
h.
|
“Confidential Information” means information and physical material not generally known or available outside of the Parties and information and physical material entrusted to either Party in confidence by a Third Party, including, without limitation, (a) Inventions or Improvements of either Party or developed in connection with this Agreement; (b) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, inventions, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, lists of, or information relating to, employees and consultants of either Party (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers of Either Party, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other information disclosed by either Party, directly or indirectly, whether in writing, electronically, orally, or by observation that the other Party knows or reasonably should know is proprietary or confidential.
|
i.
|
“Derivative Works” means any and all GO Derivative Works or OBJE Derivative Works.
|
j.
|
“Collaborative Technology” means any Invention or Improvement created, developed or discovered through the work of employees, consultants, advisors, or contractors of both Parties pursuant to their work undertaken under this Agreement; provided, however, that Collaborative Technology shall not include GO Technology, GO Derivative Works, OBJE Technology or OBJE Derivative Works.
|
k.
|
“Contributed Technology” means GO Technology and OBJE Technology contributed to the Project pursuant to the Collaboration Plan.
|
l.
|
“Field of Use” means the field of computer and mobile outdoors action video games.
|
m.
|
“Improvement” means any Invention created, developed or discovered while using or practicing a GO Technology or OBJE Technology, as applicable.
|
n.
|
“Invention” means any and all information means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable, including, without limitation, any product, machine, article of manufacture, biological material, mask work, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon.
|
o.
|
"Project" means jointly developing and marketing a branded gaming software platform through MGG with the intention of merging MGG into OBJE.
|
p.
|
"Project Assets" means those assets listed in Schedule "A" attached hereto and any future assets purchased by or on behalf of MGG and all other property, whether real or personal, which is owned, leased, held, developed, constructed or acquired for MGG by or on behalf of the Parties.
|
q.
|
"Project Loans" means (i) those loans contributed by OBJE to MGG that are listed in Schedule "C" attached hereto, (ii) those loans contributed by GO to MGG that are listed in Schedule “D” attached hereto and any and all future loans, debts, obligations incurred by MGG in accordance with the terms and provisions defined herein.
|
r.
|
“Membership Interest” shall have the same meaning as set forth in the Operating Agreement and Member Control Agreement of MGG.
|
s.
|
“Net Revenue” means the total revenue received by a Party, Affiliate, or Sublicensee of a Party for sale, distribution, licensing or other disposition of Contributed Technology, Derivative Works or Joint Technology or a product or service incorporating any of the foregoing, less the following to the extent actually incurred or allowed: (i) the reasonable costs or royalties paid by the Party to a Third Party in connection with the manufacture, distribution disposition of such products or any payment of Additional Costs; (ii) discounts, including cash discounts, rebates, or other price reductions or allowances on such product, service or technology; (iii) credits or allowances actually granted on claims, rejections or returns of such products; (iv) freight, postage, shipping and insurance charges paid for delivery of such products; and (v) any taxes, duties or other governmental charges levied on such products, services or technologies or measured by the billing amount of such products, services or technologies, when actually included in billing for such products or services; provided, however, that Net Revenue shall not be reduced by either Party’s income or like taxes with respect to such Party’s share of Net Revenue hereunder.
|
t.
|
A “Party” means either GO or OBJE, which are referred to collectively as the “Parties.”
|
u.
|
“Sublicensee” means a Third Party expressly licensed by the Parties to make, sell, or otherwise distribute or dispose of any products or services incorporating any Derivative Works or Joint Technology.
|
v.
|
“Third Party” means an individual or legal entity other than the Parties or an affiliate of either Party.
|
2.
|
INITIAL CONTRIBUTIONS & INTERESTS
|
a.
|
The Parties contribute the following as their initial contributions to the Project:
|
i.
|
OBJE, as its initial contribution, hereby contributes all of its interest and title in the Assets set forth in Schedule "A" hereto.
|
ii.
|
GO, as its initial contribution, hereby contributes all of its interest and title in the Assets set forth in Schedule "B" hereto.
|
b.
|
The Parties initial Interests are reflected in their respective ownership of Membership Interests in MGG in the following percentages:
|
i.
|
OBJE - 20%
|
ii.
|
GO - 80%
|
c.
|
Except as otherwise provided herein, the Parties shall each bear their own costs and all liabilities arising under this Agreement.
|
d.
|
All revenues and benefits derived from the Project shall be received by the Parties as distributions from MGG in the ratio of their respective Membership Interests in MGG. All obligations and liabilities incurred in respect of, the Project shall be received or borne by MGG.
|
3.
|
GOVERNANCE & MANAGEMENT OF MGG
|
a.
|
The Parties will enter into a Member Control Agreement for MGG which shall provide, among other things, that MGG will be governed by a three member Board of Governors, which shall be appointed according to the following:
|
i.
|
One Governor shall be appointed by OBJE;
|
ii.
|
Two Governors shall be appointed by GO.
|
b.
|
Day to day operations of MGG and strategic collaboration between the Parties will be determined by the MGG Board who may delegate certain responsibilities to officers/managers consistent with the MGG Operating Agreement and Member Control Agreement.
|
4.
|
COLLABORATION AND DEVELOPMENT
|
a.
|
Development. Each of the Parties shall, commencing on the Commencement Date, use its best efforts to engage in collaborative research and development with the general goal of developing Improvements to the GO Technology and OBJE Technology and Joint Technology within the field of use. The specific scope of research, development, and marketing to be undertaken through MGG shall be determined by the MGG Board.
|
b.
|
Participation on MGG Board. As is more specifically set forth in the MGG Operating Agreement and Member Control Agreement, Each of the Parties’ has designated their representative(s) to represent them on the MGG Board. The MGG Board shall meet within ten (10) days of the Effective Date, and determine the date upon which the Project shall commence (the “Commencement Date”), which shall be within thirty (30) days of the initial meeting of the MGG Board, and the term of the Project (the “Project Term”), which shall not be greater than five (5) years without the written consent of both Parties.
|
c.
|
Rights and Duties of the MGG Board. The MGG Board shall have the authority and obligations as set forth in the MGG Operating Agreement and Member Control Agreement. The Parties respective MGG Board designees shall report collaborative research, development results and recommendations to their respective Officers and Directors or Governors as the case may be.
|
d.
|
Meetings of the MGG Board. The MGG Board shall act through regular or special meetings or through unanimous written consent pursuant to the MGG Operating Agreement and Member Control Agreement.
|
e.
|
Contributions.
|
i.
|
OBJE will take all steps necessary to contribute to MGG personnel, intellectual property, and other assets identified on Schedule “A” in a timely manner.
|
ii.
|
GO will take all steps necessary to contribute to MGG personnel, intellectual property, and other assets identified on Schedule “B” in a timely manner
|
f.
|
Each of the Parties shall bear its own expenses with respect to this Agreement and, unless specifically agreed to in writing otherwise, shall be solely responsible for compensating its Staff, making tax withholding or necessary payments with respect to its Staff, and for withholding or paying any applicable taxes, duties or other fees on any amounts paid to it hereunder, all in compliance with applicable law.
|
5.
|
INTELLECTUAL PROPERTY & LICENSING
|
a.
|
Retention of Separate Intellectual Property. OBJE shall retain all right, title and interest in any and all OBJE Technology, and GO shall retain all right, title and interest in any and all GO Technology. Nothing hereunder or under the Collaboration Plan shall be construed as an assignment or license of any OBJE Technology to GO or MGG, or GO Technology to OBJE or MGG except as expressly set forth herein.
|
b.
|
Research and Development License. Subject to the terms of this Agreement, each of the Parties’ hereby grants to MGG and the other a non-exclusive, royalty free, fully-paid up worldwide license to use any Contributed Technology, Derivative Works or Collaborative Technology solely for research or development as specified in this Agreement, subject to the following restrictions:
|
i.
|
No Sublicenses. OBJE shall not have any right to sublicense any GO Technology even if it is also Contributed Technology. GO shall have no right to sublicense any OBJE Technology even if it is also Contributed Technology. Neither Party shall have the right sublicense Derivative Works except as expressly set forth herein.
|
ii.
|
No Competitive Uses. Neither Party shall have any license hereunder to use Contributed Technology, Derivative Works or Collaborative Technology to independently develop Improvements that compete, directly or indirectly, with the actual or anticipated products or services of the other Party; provided, however, that this provision shall not prohibit or restrict the rights of either party to use its own Contributed Technology in any manner it may choose.
|
c.
|
Ownership After Termination. Upon the expiration or termination of this Agreement, the Research and Development License set forth in Section 4.b. hereof shall terminate, and the Parties shall mutually determine in good faith whether any Invention or Improvement created, developed or conceived during the term of this Agreement is a GO Derivative Work, an OBJE Derivative Work, or Collaborative Technology.
|
i.
|
OBJE hereby assigns and transfers all of its right, title, and interest in any and all GO Derivative Works to GO, and hereby assigns, transfers and quitclaims any and all claims, causes or rights of action, then existing or thereafter accrued, for infringement of any such Improvements to GO. OBJE agrees that, following such assignment, it shall have no further licenses or other rights with respect to the GO Derivative Works.
|
ii.
|
GO hereby assigns and transfers all of its right, title and interest in any and all OBJE Derivative Works to OBJE, and hereby assigns, transfers and quitclaims any and all claims, causes or rights of action, then existing or thereafter accrued, for infringement of any such Improvements to OBJE. GO agrees that, following such assignment, it shall have no further licenses or other rights with respect to the OBJE Derivative Works.
|
iii.
|
GO and OBJE hereby assign and transfer all of their right, title and interest in any and all Collaborative Technology created, developed or conceived during the term of this Agreement to MGG.
|
d.
|
Assistance. Each of the Parties shall take all actions and execute all instruments necessary to register, protect, enforce or defend any intellectual property rights of any Party under this Section 4, including without limitation assisting in the preparation or prosecution of any application for intellectual property rights, or participating in the prosecution or defense of any lawsuit with respect to such rights, at the expense of the Party asserting such rights; provided, that if such rights relate to Derivative Works or Joint Technology that has not been assigned to either Party hereunder pursuant to 3.c. hereof, the Parties shall jointly bear all costs and expenses (including reasonable attorney’s fees) in protecting, enforcing or defending such rights.. The Parties’ obligations under this Section shall survive until the last to expire of any such intellectual property rights.
|
6.
|
COMMERCIALIZATION
|
a.
|
Agreement to Commercialize. Upon the determination by the MGG Board that the Project has resulted in a commercially viable Derivative Work or Collaborative Technology, the Parties shall grant MGG a non-exclusive, royalty free, fully-paid up worldwide license to use any Contributed Technology, Derivative Works or Joint Technology to use such Contributed Technology, Derivative Work or Joint Technology through the sale or distribution of Commercial Products or the licensing of such Derivative Works or Joint Technology.
|
b.
|
Revenue Share. The Parties’ shall share revenue through MGG distributions which shall be based upon their respective Membership Interests in MGG.
|
c.
|
Additional Costs. The Parties’ shall determine in good faith prior to the commercialization of any Commercial Product or licensing of technology under this Section 5, the Additional Costs owing to either Party. Such Additional Costs shall be paid out of the revenues generated from any Commercial Product or license with respect to which such Additional Costs apply prior to the distribution of revenues pursuant to Section 5.b.
|
7.
|
RIGHTS AND DUTIES OF THE PARTIES
|
a.
|
Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship among the Parties, their Affiliates, or their respective Staff. Each Party shall be only an independent contractor of the other Party and shall have no authority to bind the other Party or act on the other Party’s behalf.
|
b.
|
Retention of Records; Audit:
|
i.
|
Research and Development. Each Party shall retain and assure that their Staff retains adequate records documenting all research and development efforts under the Project, such that either Party may assess and continue to in such research and development efforts following termination or expiration of this Agreement. Upon termination or expiration of this Agreement, each Party shall provide to the other Party any and all documents or other records, in any form, relating to any Derivative Works or Joint Technology assigned to such Party hereunder, shall respond to any reasonable requests for additional information by such Party, and shall destroy all copies of such documents or records in its possession that relate solely to such Derivative Works or Joint Technology, and confirm in writing that it has done so.
|
ii.
|
Records of Additional Costs and Revenue. Each Party shall maintain complete and accurate records of any Additional Costs, revenues from commercialization, or Revenue Share earned by such Party for a period of three (3) years after, as applicable, (i) the later of date upon which such Additional Costs are incurred or paid, (ii) the date such revenues are received, or (iii) the date such Revenue Share is paid, in sufficient detail to permit the other Party to confirm the accuracy of all payments due hereunder. A Party entitled to payments hereunder shall have the right to cause an independent, certified public accountant reasonably acceptable to the other Party (and who has executed a confidentiality agreement with the Party to be audited) to audit such records to confirm that the Additional Costs, revenues from commercialization, and Net Revenues were accurate as stated to such Party; provided, however, that such auditor shall not disclose the audited Party's confidential information to the other Party, except to the extent such disclosure is necessary to verify the amount of royalties and other payments due under this Agreement. A copy of any report provided by such accountant shall be provided to the audited Party at the time that it is provided to the auditing Party. Such audits may be exercised once a year, within three (3) years after the period to which such records relate, at mutually acceptable dates and times, on not less than thirty (30) days advance notice. Any amounts shown to be owing by such audits shall be paid immediately with interest in the amount of one percent (1%) per month (or the maximum amount permitted by law, if less) from the date first owed until paid. The auditing Party shall bear the full cost of such audit unless such audit discloses that royalties actually paid by the audited Party are more than five percent (5%) less from the amount of royalties and/or other payments actually owed. In such case, the audited Party shall bear the full cost of such audit.
|
c.
|
Confidentiality. Except as expressly authorized hereunder, or otherwise agreed in writing, the Parties’ agree that for the term of this Agreement and for a period of ten (10) years after (or the maximum period authorized by law, if shorter) a party gaining access to Confidential Information hereunder shall (a) keep such information in strictest confidence, using commercially reasonable measures to protect such information of at least the same degree as it uses in protecting its own confidential and proprietary information, (b) not use Confidential Information for any purpose other than as provided in this Agreement, and (c) not disclose such Confidential Information to any Third Party.
|
i.
|
Each Party shall only share Confidential Information with those members of its Staff that are expressly approved in writing by the Project Lead of the other Party after such Staff have executed an agreement, naming the other Party as a third-party beneficiary, agreeing to be bound by the obligations of this Section 6.c.
|
ii.
|
Immediately upon the expiration or termination of this Agreement, each Party shall destroy all Confidential Information provided by the other Party or generated during the term of this Agreement, except Confidential Information relating to such Party’s Contributed Technology or Derivative Works or Joint Technology assigned to such Party hereunder, and confirm in writing that it has done so.
|
iii.
|
Exclusions. The obligations set forth in this Section 6.c. shall not apply where the receiving Party can establish by competent proof that such Confidential Information (i) was already known to the receiving Party, other than under a confidentiality obligation, at the time of disclosure by the disclosing Party; (ii) was generally available to the public or part of the public domain at the time of disclosure to the receiving Party; (iii) became generally known or publicly available other than through any act or omission of the receiving party; or (iv) was disclosed to the receiving Party, other than under a confidentiality obligation, by a Third Party who had no obligation to keep such information confidential. A Party may disclose Confidential Information upon an order by a court or regulatory body of competent jurisdiction; provided, that such Party must notify the other Party immediately upon the receipt of a demand for such Confidential Information, and take all reasonable steps to assist the other Party in protecting or limiting disclosure of such Confidential Information.
|
iv.
|
Non-Competition. To the greatest extent permitted by applicable law, each of the Parties agrees to cease and refrain, during the term of this Agreement from undertaking any activities that compete with the other Party within the Field of Use; provided, however, that neither Party shall be prohibited from developing or marketing any product, service or technology, or licensing any technology or intellectual property, developed independently of this Agreement, not utilizing any Derivative Works or Joint Technology, and not using any Confidential Information.
|
1.
|
To the maximum extent permitted by law, for the term of this Agreement, and for a period of one (1) year hereafter, neither Party shall directly or indirectly solicit, induce, recruit or encourage any of the other Party’s employees or consultants to terminate their relationship with such Party, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of such Party, either for itself or for any Third Party.
|
2.
|
To the maximum extent permitted by law, for the term of this Agreement and for a period of one (1) year hereafter, neither Party shall use any Confidential Information of the other Party to negatively influence any of the other Party’s clients or customers from purchasing such Party’s products or services or licensing such Party’s technology, or solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services or any license of technology to any person, firm, corporation, institution or other entity in competition with the business of such Party.
|
d.
|
Duties Upon Change in Control Transaction: Any Party who accepts a bona fide offer to engage in a Change in Control Transaction or does engage in a Change in Control Transaction shall provide written notice to the other Party immediately upon the earliest of (a) its acceptance of such offer, (b) its agreement to enter such transaction, or (c) the consummation of such a transaction.
|
8.
|
ACQUISITION OF GO AND MGG
|
a.
|
During the term of this Agreement and for a period of one (1) year hereafter, OBJE or its designee shall have the option, in its sole and exclusive discretion, to acquire GO and MGG or, at OBJE’s election, all of the assets of GO and MGG (including any intellectual property assigned to GO hereunder) for aggregate consideration of a number of shares that results in GO and MGG collectively owning eighty percent (80%) of the common stock of OBJE, par value $0.0001, adjusted to reflect any substitution of shares, stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, or other similar transactions. Such acquisition shall take place pursuant to an agreement and plan of merger, asset acquisition agreement, or like agreement, in compliance with applicable law, with customary representations, warranties, and covenants. OBJE may exercise this option by providing thirty (30) days written notice to GO and/or MGG of its intention to acquire GO and/or MGG or the assets of GO and/or MGG, and GO and/or MGG shall take all actions and execute all instruments necessary to effectuate such transaction.
|
9.
|
REPRESENTATIONS AND WARRANTIES
|
a.
|
As of the Effective Date, it is a duly formed, validly existing legal entity in good standings under the laws of the jurisdiction in which it was formed. It has the power and authority to carry on its business as it is now being conducted, and is licensed and qualified to do business in any jurisdiction in which such license or qualification is necessary, unless its failure to be so licensed and qualified would not have a material adverse effect. The undersigned has authority to enter this Agreement on behalf of it, and it has secured all necessary approvals, votes, or authorizations to execute this Agreement and carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or understanding of such Party, whether oral or written, or any law, regulation, or order of any court, government body or other agency with jurisdiction over it.
|
b.
|
As of the Effective Date and the Commencement Date, such Party exclusively (and not jointly) owns all of the right, title and interest in any and all Contributed Technology contributed by such Party to the Project, and has not granted any ownership interests, exclusive licenses, security interests, options or other interests or licenses, or entered any agreements, that would conflict or interfere with the rights granted hereunder or the purposes of this Agreement.
|
c.
|
As of the Effective Date and throughout the term of this Agreement, such Party has not granted and will not grant any rights to any other party in any Contributed Technology, Derivative Works or Joint Technology within the Field of Use that would conflict, interfere or be inconsistent with rights granted hereunder or the purposes of this Agreement.
|
10.
|
INDEMNIFICATION
|
a.
|
Definitions: For purposes of this provision, “Indemnified Party” means a Party entitled to indemnification hereunder and its Affiliates, parents, successors, assign employees, officers, managers, directors, agents, consultants, advisors or representatives. “Indemnifying Party” means the party obligated to provide such indemnification, and its Affiliates, parents, successors, assigns, employees, officers, managers, directors, agents, consultants, advisors or representatives. “Indemnified Claims,” means any claim, cost or expense arising from (a) the Indemnifying Party’s breach of any covenant, representation or warranty hereunder, (b) any claim that Contributed Technology contributed by the Indemnifying Party breaches any intellectual property rights of any Third Party; (c) any claim that the Indemnifying Party’s actions in entering this Agreement or performing its obligations hereunder violated any legal or contractual obligation to any Third Party; (d) any claim that any product or service manufactured or distributed by the Indemnifying Party damaged or caused harm to any Third Person; or (e) arising from the gross negligence, recklessness or willful misconduct of the Indemnifying Party.
|
b.
|
Indemnification. The Indemnifying Party agrees to defend, indemnify, and hold the Indemnified Party harmless against any and all claims, causes of action, liabilities, damages, losses, costs, or expenses (including reasonable attorney’s fees) resulting from any Indemnified Claim. The Indemnifying Party shall advance all costs and expenses (including reasonable attorney’s fees) to the Indemnified Party in connection with any actual or threatened lawsuit, investigation, regulatory or other adversary proceeding arising in connection with an Indemnified Claim; provided, that the Indemnifying Party may control the defense and settlement of such suit or proceeding, provided that any such settlement (a) provides for a full and complete release of the Indemnified Party from all claims asserted in such suit or proceeding, (b) does not require an admission of fault on the part of the Indemnified Party, and (c) does not result in any relief against the Indemnified Party other than monetary relief; provided, further, that the Indemnified Party may retain its own counsel at its own expense to assist in the defense of any such suit or proceeding.
|
11.
|
DISPUTE RESOLUTION
|
a.
|
Procedures. The arbitrator shall be a retired judge, and may grant injunctions and other relief; provided, however, that the arbitrator shall neither have nor exercise any power to act as amiable compositeur or ex aequo et bono, to award special, indirect, consequential or punitive damages, or to render rulings that are legally erroneous. The arbitrator shall administer and conduct the arbitration in accordance with Nevada substantive law, without reference to the principles of conflicts of laws. The arbitrator’s decision shall be final, conclusive and binding on the Parties’ thereto, and judgment thereon or an injunction enforcing such decision may be entered, issued and enforced in any court of competent jurisdiction.
|
b.
|
No Jury Trial. THE PARTIES HEREBY EXPRESSLY WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN OR AMONG THEM RESOLVED IN A COURT OF LAW AND THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE. IN THE EVENT THAT ANY PARTY DISPUTE HEREUNDER, NOTWITHSTANDING THE OTHER PROVISIONS HEREOF, PROCEEDS IN A COURT OF LAW, THE PARTIES HEREBY EXPRESSLY CONSENT TO A BENCH TRIAL BEFORE THE JUDGE PRESIDING, WITH THE JUDGE ACTING AS TRIER OF FACT.
|
c.
|
Fees and Costs. Each Party shall bear its own fees and costs (including attorney’s fees) in the arbitration and one-half (1/2) of the arbitrator’s fees and costs; provided, however, that the arbitrator shall award the substantially prevailing Party in an arbitration its reasonable expenses, including without limitation reasonable attorney’s fees and its share of the arbitrator’s fees and costs, except as prohibited by law.
|
12.
|
TERM & TERMINATION
|
a.
|
Termination for Breach: Either Party may terminate this Agreement,
|
i.
|
Immediately upon a material breach of this Agreement by the other Party; or
|
ii.
|
Upon any breach of this Agreement by the other Party, upon written notice to such Party of its breach and such Party’s failure to cure the breach within thirty (30) days of receiving such notice.
|
b.
|
Termination Without Breach: Either Party may terminate this Agreement upon written notice to the other Party,
|
i.
|
If the MGG Board and/or Members become deadlocked on an issue that requires a supra majority vote under the MGG Operating Agreement and/or Member Control Agreement;
|
ii.
|
The Parties have failed to commercialize any Derivative Works or Joint Technology after the earlier of (i) two (2) years after the Commencement Date, or (ii) within six (6) months of a determination by either Party or the CMC that the Project has resulted in a commercially viable technology; or
|
iii.
|
The other Party provides notice of its intent to engage in a Change in Control Transaction or engages in such a transaction.
|
iv.
|
In the event that the other party makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated to be bankrupt or insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statue, law or regulation, or has its business put in the hands of a trustee or a receiver by voluntary act or otherwise.
|
c.
|
Survival: The following provisions of this Agreement shall survive termination or expiration of the Agreement, in addition to those provisions that survive by their terms: Sections 6, 7, 9, 10, 11, and 12.
|
13.
|
GENERAL PROVISIONS:
|
a.
|
Governing Law. This Agreement, including the validity, interpretation, performance, and enforcement hereof, and the relationship created hereby, shall be governed and construed according to the laws of the United States, as applicable, and the laws of the State of Texas, without giving effect to the principles of conflicts of laws. Any lawsuit or other similar proceeding arising out of the subject matter of this Agreement or the relationship created hereby, except as expressly set forth herein, shall be brought in a state or federal court of competent jurisdiction, located within the city of Austin, Travis County Texas and all parties hereby consent to personal jurisdiction in such court, and agree and stipulate that such court is a convenient forum for the resolution of such lawsuit or proceeding.
|
b.
|
Entire Agreement. This Agreement shall constitute the full and complete agreement of the parties concerning the subject matter hereof, and supersedes any prior discussions, communications, negotiations, agreements, or representations of the parties thereon; each party represents and warrants that no other representations, warranties, guarantees, agreements, promises or inducements have been made in connection with this Agreement or the subject matter hereof, except as expressly set forth herein.
|
c.
|
Amendment; Waiver. This Agreement may not be modified, except by through a written agreement signed by all Parties hereto. No right or obligation hereunder shall be deemed waived by any Party or Parties’ action, inaction, delay, or failure to enforce any such right or obligation; no waiver of any right or obligation under this Agreement shall be valid unless in writing, signed by the Party sought to be charged with such waiver, and no such waiver shall be effective as to any right or obligation except as expressly set forth therein, or operate as a waiver except in the specific instance and circumstances described therein.
|
d.
|
Severability. If any term, covenant or condition of this Agreement or the application thereof to any Party or circumstance shall, to any extent, be held to be invalid or unenforceable by a tribunal of competent jurisdiction, then the remainder of this Agreement, or the application of such term, covenant or condition to Parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
|
e.
|
Further Assurances. Each Party agrees to take such further actions and execute such further instruments, and do all such other acts, as may be necessary to carry out the purpose and intent of this Agreement.
|
f.
|
Successors and Assigns. Neither Party may assign any of its rights or delegate any of its obligations hereunder, except (a) with the express written consent of the other Party, (b) in connection with a Change in Control Transaction, or (c) to an Affiliate; provided, however, that in no event shall either party’s rights or obligations hereunder be assigned or delegated without prior written notice to the other Party. In any case, neither Party may make an assignment of its assets which renders it unable to perform its material obligations hereunder. Notwithstanding the foregoing, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns.
|
g.
|
Force Majeure. Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses on account of failure of performance by the defaulting Party if the failure is occasioned by government action, war, fire, explosion, flood, strike, lockout, embargo, act of God, or any other similar cause beyond the control of the defaulting Party, provided that the Party claiming force majeure has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, in no event shall a Party be required to settle any labor dispute or disturbance.
|
h.
|
Notices. Any and all notices required or permitted to be given to a Party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such Party sufficient notice under this Agreement on the earliest of the following: (a) at the time of personal delivery, if delivery is in person; (b) one (1) business day after deposit with an express overnight courier for United States deliveries, or two (2) business days after such deposit for deliveries outside of the United States; (c) three (3) business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries; or (d) upon delivery of an email to the Party so notified unless the notifying Party receives actual or constructive notice that the email was not delivered. All notices for delivery outside the United States will be sent by express courier or email. All notices not delivered personally will be sent by email or postal mail with postage and/or other charges prepaid and properly addressed to the Party to be notified at the addresses or email addresses set forth below or at such other addresses or email addresses as such Party may designate by one of the indicated means of notice herein to the other Parties hereto.
|
i.
|
No Strict Construction. The Parties represent and warrant that this Agreement is the result of the joint drafting and negotiation of the Parties and reflects their mutual intent. Accordingly, no rule of construction or presumption requiring interpretation of any ambiguity herein against the Party drafting this Agreement shall apply.
|
j.
|
Interpretation. The Section and paragraph headings contained herein are for the purposes of convenience only and are not intended to define or limit the contents of the Sections or paragraphs to which they apply.
|
k.
|
Facsimile Signatures; Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or electronic means and upon such delivery the facsimile or electronic signature of a party will be deemed to have the same effect as if the original physical signature had been delivered.
|
l.
|
Authorized Signatories. Each Party other than a natural person represents and warrants that the undersigned is duly authorized and empowered to execute and deliver this Agreement on behalf of such Party, and that all necessary approvals on the part of such Party have been secured, such that the signature of the undersigned is the binding act and deed of such party.
|
1.
|
Net cash remaining from the proceeds from that certain $150,000 convertible debenture dated 30 April 2014 by and between OBJE and Great Outdoors, LLC;
|
2.
|
Net cash remaining from the proceeds from that certain $500,000 convertible debenture dated 27 May 2014 by and between OBJE and Great Outdoors, LLC.
|
3.
|
Intellectual property related to Pac-ball;
|
4.
|
Intellectual property related to Creature Taverns;
|
5.
|
Intellectual property related to Phantasmic.
|
1.
|
All beneficial contracts to which GO is party;
|
2.
|
Intellectual property related to GO Hunting;
|
3.
|
All other GO intellectual property.
|
1.
|
That certain $150,000 convertible debenture dated 30 April 2014 by and between OBJE and Great Outdoors, LLC;
|
2.
|
That certain $500,000 convertible debenture dated 27 May 2014 by and between OBJE and Great Outdoors, LLC.
|
1.
|
Certain liabilities of GO relating to the day-to-day operations of GO, such as lease agreements, employment contracts, or professional service agreements, or any other agreement necessary for the continued operation of software development by GO; however all agreements must be disclosed and presented to OBJE within 30 days of signing the Agreement.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of OBJ Enterprises, Inc.,
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: July 21, 2014 | By: | /s/ Daniel Hammett | |
Daniel Hammett
Chief Executive Officer
Principal Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of OBJ Enterprises, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By: | /s/ Paul Watson | ||
Date: July 21, 2014
|
Paul Watson
Chief Financial Officer
Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 21, 2014 | By: | /s/ Daniel Hammett | |
|
Daniel Hammett
Chief Executive Officer
Principal Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: July 21, 2014 | By: | /s/ Paul Watson | |
|
Paul Watson
Chief Financial Officer
Principal Financial Officer
|
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