UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2016
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 333-174894
CYBERFORT SOFTWARE, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | 38-3832726 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
388 Market Street, Suite 1300
San Francisco, CA 94111
(Address of principal executive offices)
(415) 295 4507
(Registrant’s telephone number, including area code)
Patriot Berry Farms, Inc.
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 22, 2016, there were 85,478,459 shares outstanding of the registrant’s common stock.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, is to submit Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to the Registrant’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2016. Other than this Explanatory Note, no other changes were made to this Report.
In addition, the Company is providing Exhibits 10.1 -10.4 to the Form 10-Q.
No other changes have been made to the Form 10-Q. This Amendment to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
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Item 6. Exhibits.
(a) Exhibits
Exhibit Number |
| Description |
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| Consulting Agreement between Company and Krishna Kumar, dated September 28, 2016 | |
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| Consulting Agreement between Company and Tomas Mistrik, dated September 28, 2016 | |
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| Consulting Agreement between Company and Greg Drazenovic, dated September 30, 2016 | |
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| Consulting Agreement between Company and Harish Doddala, dated September 30, 2016 | |
| ||
| ||
| ||
| ||
| ||
101.INS |
| XBRL Instance Document |
| ||
101.SCH |
| XBRL Taxonomy Schema |
| ||
101.CAL |
| XBRL Taxonomy Calculation Linkbase |
| ||
101.DEF |
| XBRL Taxonomy Definition Linkbase |
| ||
101.LAB |
| XBRL Taxonomy Label Linkbase |
| ||
101.PRE |
| XBRL Taxonomy Presentation Linkbase |
__________
* | In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Cyberfort Software, Inc. | ||
| |||
Date: November 22, 2016 | By: | /s/ Daniel Cattlin | |
| Daniel Cattlin | ||
| President (Principal Executive Officer) and Treasurer (Principal Financial Officer) |
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EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made as of this 28th day of September, 2016 (the “Effective Date”) by and between Krishna Kumar, an individual residing at ________________(the “Consultant”), and Patriot Berry Group, Inc., a Nevada corporation with an office at 388 Market Street, Suite 1300, San Francisco, CA 94111 (the “Company”).
WHEREAS, Consultant has substantial expertise that may be useful to the Company, which the Company desires to obtain;
WHEREAS, the Company desires Consultant to act in the role of Technology Development Manager and provide certain consulting services to the Company and Consultant is agreeable to performing such services for the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. APPOINTMENT.
The Company hereby engages Consultant to provide, and Consultant hereby agrees to render, the Services (as defined herein) to the Company as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Agreement shall be effective as of the Effective Date and shall continue annually until terminated or extended in accordance with the provisions contained herein or by a subsequent agreement between the parties hereto (the “Term”).
3. SERVICES.
During the Term of this Agreement, Consultant shall assist the Company in certain Development Management activities, including, but not limited to, the conducting of research to improve the technological assets of a company. Assist in post deal integration of new technologies. Development and directing of networking safeguards to reduce the risk of outside breaches and protect sensitive internal and external client information. Evaluates new technology and makes recommendations on technological solutions. Directs the development and possible implementation of policies in instances of a breach, also known as disaster recovery plans (collectively, the “Services”). Consultant shall report directly to the Chief Executive Officer of the Company. Notwithstanding anything set forth herein, the Consultant shall not be deemed an officer or director of the Company.
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4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this Section. The Company shall promptly supply Consultant with full and complete copies of all financial reports; all filings with all federal and state securities agencies; all data and information supplied by any financial analyst; and all brochures or other sales materials relating to the Company’s products or services.
5. COMPENSATION.
As of the Effective Date, the Company agrees to issue the Consultant the following as consideration for the Services rendered:
(a) The Company shall issue the Consultant a total of two hundred thousand (200,000). shares of common stock per annum to be distributed as follows; fifty thousand (50,000) shares within seven days from the Effective Date, fifty thousand (50,000) shares within six months from the Effective Date and one hundred thousand (100,000) shares within one year from the execution of the Effective Date.
(b) As further described in Section 10(a) of this Agreement, the Company may decide to terminate this Agreement at any time for any reason. In the event the Company decides to terminate this Agreement without Cause (as defined herein), all compensation due hereunder shall be paid on the date of said termination.
6. COSTS AND EXPENSES.
Consultant, in providing the Services, shall not be responsible for any reasonable out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and overnight delivery charges; provided that Consultant obtains prior approval of the Company, which approval shall not be unreasonably withheld, prior to incurring such expenses. Consultant shall provide the Company with a detailed accounting of monthly expenses incurred pursuant to the terms of this Agreement. Payment for these expenses shall be made to Consultant in accordance with the Company’s policy for reimbursements.
7. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify, defend, and shall hold harmless Consultant, and defend any action brought against Consultant with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (i) is true and (ii) (A) would constitute a breach of any of the Company's representations, warranties, or agreements hereunder, (B) arises out of the negligence or willful misconduct of the Company, or (C) is based on any information provided by the Company’s content that violates any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. The Company agrees that it will not prosecute any action or proceeding against Consultant except where such claim is materially and substantially based on the gross negligence or willful misconduct of Consultant.
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(b) Consultant hereby agrees to indemnify, defend, and shall hold harmless the Company, its affiliates and their respective directors, officers, employees, consultants, representatives and agents, and defend any action brought against same, with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of (i) the gross negligence or willful misconduct of Consultant or (ii) unlawful conduct.
(c) In claiming indemnification hereunder, the indemnified party shall promptly provide the indemnifying party written notice of any claim that the indemnified party reasonably believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent.
8. INDEPENDENT CONTRACTOR STATUS AND OTHER BUSINESS OPPORTUNITIES.
It is understood and agreed that Consultant will for all purposes hereof be deemed to be an independent contractor and will not, unless otherwise expressly authorized by the Company, have any authority to act for or represent the Company in any way, execute any transaction or document on behalf of the Company or otherwise be deemed an agent of the Company. No federal, state or local withholding deductions will be withheld from any amounts owed by the Company to Consultant hereunder unless otherwise required by law.
Subject to Consultant’s obligations and duties, Consultant may, without limitation, (i) engage in the same or similar activities or lines of business as the Company or its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company and its subsidiaries; provided that Consultant does not use in any manner any Confidential Information (as defined herein) of the Company in doing so, (ii) invest or own any interest publicly or privately in, or develop a business relationship with, any person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or its subsidiaries; provided that Consultant does not use in any manner any Confidential Information of the Company in doing so; or (iii) do business with any current or former client or customer of the Company or its subsidiaries; provided that such activity does not encourage or influence such client or customer to discontinue, reduce or decline any new business opportunity with the Company. Neither the Company nor any of its subsidiaries shall have any right by virtue of this Agreement in or to, or to be offered, any opportunity to participate or invest in, any venture engaged in by Consultant or any right by virtue of this Agreement in or to any income or profits derived therefrom.
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9. CONFIDENTIALITY.
Consultant acknowledges that in providing the Services hereunder, Consultant will be privy to Confidential Information of the Company and its subsidiaries. As used in this Agreement, “Confidential Information” of the Company means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other information or compilations thereof which relate to the business of the Company, or to any of its subsidiaries or affiliates, and which have not been disclosed by the Company to the public, or which are not otherwise generally available to the public.
Consultant acknowledges that the Confidential Information of the Company, as such may exist from time to time, are valuable, confidential, special and unique assets of the Company and its subsidiaries and affiliates, expensive to produce and maintain, and essential for the profitable operation of their respective businesses. Consultant agrees that, during the Term, or at any time thereafter, it shall not, and shall cause his employees, agents and representatives to not, directly or indirectly, communicate, disclose or divulge to any person or entity, or use for its benefit or the benefit of any person or entity, in any manner, any Confidential Information of the Company or its subsidiaries or affiliates acquired during the Term or any other confidential information concerning the conduct and details of the businesses of the Company and its subsidiaries and affiliates, except as required in the course of the performance of the Services hereunder or as otherwise may be required by law.
The Company agrees that it will not disclose, and will not include in any public announcement, the name of Consultant, unless expressly agreed to by Consultant or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
10. MISCELLANEOUS.
(a) Termination. Subsequent to, and no less than ninety (90) days after the execution of this Agreement, either party hereto may terminate this Agreement for any reason upon thirty (30) business days’ prior written notice to the other party. Termination of this Agreement shall cause Consultant to cease providing Services under this Agreement; however, termination for any reason whatsoever shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement.
(b) Modification. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both parties hereto.
(c) Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person at the address of such party set forth in the preamble thereof or to such other address or facsimile telephone number as the party shall have furnished in writing to the other party in accordance with the terms of this subparagraph (c).
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(d) Waiver. Any waiver by either party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to such term of any other term of this Agreement.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person, circumstance or jurisdiction, it shall nevertheless remain applicable to all other persons, circumstances and jurisdictions.
(f) Disagreements. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Consultant and the Company hereby irrevocably and unconditionally submit themselves and their property to the nonexclusive jurisdiction of the federal and state courts of the State of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referenced. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices herein. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party hereto shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses, including, but not limited to, court costs incurred with the investigation, preparation and prosecution of such action or proceeding.
(g) Counterparts. Each party hereto may sign identical counterparts of this Agreement with the same effect as if both parties signed the same document. A copy of this Agreement signed by one party hereto and delivered by facsimile or electronic transmission to the other party shall have the same effect as the delivery of an original of this Agreement containing the original signature of such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
Name: | ||||
Title: Chief Executive Officer |
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EXHIBIT 10.2
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made as of this 28th day of September, 2016 (the “Effective Date”) by and between Tomas Mistrik (the “Consultant”), and Patriot Berry Group, Inc., a Nevada corporation with an office at 388 Market Street, Suite 1300, San Francisco, CA 94111 (the “Company”).
WHEREAS, Consultant has substantial expertise that may be useful to the Company, which the Company desires to obtain;
WHEREAS, the Company desires Consultant to act in the role of Chief Technology Officer and provide certain consulting services to the Company and Consultant is agreeable to performing such services for the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. APPOINTMENT.
The Company hereby engages Consultant to provide, and Consultant hereby agrees to render, the Services (as defined herein) to the Company as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Agreement shall be effective as of the Effective Date and shall continue annually, until terminated or extended in accordance with the provisions contained herein or by a subsequent agreement between the parties hereto (the “Term”).
3. SERVICES.
During the Term of this Agreement, Consultant shall assist the Company in certain Chief Technology Officer activities, including, but not limited to, protect the confidentiality, integrity, and availability of the company’s data and servers. Identify and implement technology trends and platforms. Communicate the company’s technology strategy to management and staff. Evaluate and recommend technologies. Establish email service. Assist Corporate Development Officer in overseeing graphic designer's efforts to create a company corporate identity and website. Conduct code reviews and specification conformance testing. Establish an application deployment process. Integrate customer service and support with the software engineering process to support resolution of customer issues and improve application usability (collectively, the “Services”). Consultant shall report directly to the Chief Executive Officer of the Company. Notwithstanding anything set forth herein, the Consultant shall not be deemed an officer or director of the Company.
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4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this Section. The Company shall promptly supply Consultant with full and complete copies of all financial reports; all filings with all federal and state securities agencies; all data and information supplied by any financial analyst; and all brochures or other sales materials relating to the Company’s products or services.
5. COMPENSATION.
As of the Effective Date, the Company agrees to pay Consultant the following as consideration for the Services rendered:
(a) The Company shall issue the Consultant a total of two hundred thousand (200,000). Shares of common stock per annum to be distributed as follows; fifty thousand (50,000) shares within seven days from the Effective Date, fifty thousand (50,000) shares within six months from the Effective Date and one hundred thousand (100,000) shares within one year from the execution of the Effective Date.
(b) As further described in Section 10(a) of this Agreement, the Company may decide to terminate this Agreement at any time for any reason. In the event the Company decides to terminate this Agreement without Cause (as defined herein), all compensation due hereunder shall be paid on the date of said termination.
6. COSTS AND EXPENSES.
Consultant, in providing the Services, shall not be responsible for any reasonable out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and overnight delivery charges; provided that Consultant obtains prior approval of the Company, which approval shall not be unreasonably withheld, prior to incurring such expenses. Consultant shall provide the Company with a detailed accounting of monthly expenses incurred pursuant to the terms of this Agreement. Payment for these expenses shall be made to Consultant in accordance with the Company’s policy for reimbursements.
7. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify, defend, and shall hold harmless Consultant, and defend any action brought against Consultant with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (i) is true and (ii) (A) would constitute a breach of any of the Company's representations, warranties, or agreements hereunder, (B) arises out of the negligence or willful misconduct of the Company, or (C) is based on any information provided by the Company’s content that violates any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. The Company agrees that it will not prosecute any action or proceeding against Consultant except where such claim is materially and substantially based on the gross negligence or willful misconduct of Consultant.
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(b) Consultant hereby agrees to indemnify, defend, and shall hold harmless the Company, its affiliates and their respective directors, officers, employees, consultants, representatives and agents, and defend any action brought against same, with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of (i) the gross negligence or willful misconduct of Consultant or (ii) unlawful conduct.
(c) In claiming indemnification hereunder, the indemnified party shall promptly provide the indemnifying party written notice of any claim that the indemnified party reasonably believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent.
8. INDEPENDENT CONTRACTOR STATUS AND OTHER BUSINESS OPPORTUNITIES.
It is understood and agreed that Consultant will for all purposes hereof be deemed to be an independent contractor and will not, unless otherwise expressly authorized by the Company, have any authority to act for or represent the Company in any way, execute any transaction or document on behalf of the Company or otherwise be deemed an agent of the Company. No federal, state or local withholding deductions will be withheld from any amounts owed by the Company to Consultant hereunder unless otherwise required by law.
Subject to Consultant’s obligations and duties, Consultant may, without limitation, (i) engage in the same or similar activities or lines of business as the Company or its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company and its subsidiaries; provided that Consultant does not use in any manner any Confidential Information (as defined herein) of the Company in doing so, (ii) invest or own any interest publicly or privately in, or develop a business relationship with, any person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or its subsidiaries; provided that Consultant does not use in any manner any Confidential Information of the Company in doing so; or (iii) do business with any current or former client or customer of the Company or its subsidiaries; provided that such activity does not encourage or influence such client or customer to discontinue, reduce or decline any new business opportunity with the Company. Neither the Company nor any of its subsidiaries shall have any right by virtue of this Agreement in or to, or to be offered, any opportunity to participate or invest in, any venture engaged in by Consultant or any right by virtue of this Agreement in or to any income or profits derived therefrom.
9. CONFIDENTIALITY.
Consultant acknowledges that in providing the Services hereunder, Consultant will be privy to Confidential Information of the Company and its subsidiaries. As used in this Agreement, “Confidential Information” of the Company means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other information or compilations thereof which relate to the business of the Company, or to any of its subsidiaries or affiliates, and which have not been disclosed by the Company to the public, or which are not otherwise generally available to the public.
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Consultant acknowledges that the Confidential Information of the Company, as such may exist from time to time, are valuable, confidential, special and unique assets of the Company and its subsidiaries and affiliates, expensive to produce and maintain, and essential for the profitable operation of their respective businesses. Consultant agrees that, during the Term, or at any time thereafter, it shall not, and shall cause his employees, agents and representatives to not, directly or indirectly, communicate, disclose or divulge to any person or entity, or use for its benefit or the benefit of any person or entity, in any manner, any Confidential Information of the Company or its subsidiaries or affiliates acquired during the Term or any other confidential information concerning the conduct and details of the businesses of the Company and its subsidiaries and affiliates, except as required in the course of the performance of the Services hereunder or as otherwise may be required by law.
The Company agrees that it will not disclose, and will not include in any public announcement, the name of Consultant, unless expressly agreed to by Consultant or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
10. MISCELLANEOUS.
(a) Termination. Subsequent to, and no less than ninety (90) days after the execution of this Agreement, either party hereto may terminate this Agreement for any reason upon thirty (30) business days’ prior written notice to the other party. Termination of this Agreement shall cause Consultant to cease providing Services under this Agreement; however, termination for any reason whatsoever shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement.
(b) Modification. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both parties hereto.
(c) Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person at the address of such party set forth in the preamble thereof or to such other address or facsimile telephone number as the party shall have furnished in writing to the other party in accordance with the terms of this subparagraph (c).
(d) Waiver. Any waiver by either party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to such term of any other term of this Agreement.
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(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person, circumstance or jurisdiction, it shall nevertheless remain applicable to all other persons, circumstances and jurisdictions.
(f) Disagreements. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Consultant and the Company hereby irrevocably and unconditionally submit themselves and their property to the nonexclusive jurisdiction of the federal and state courts of the State of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referenced. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices herein. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party hereto shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses, including, but not limited to, court costs incurred with the investigation, preparation and prosecution of such action or proceeding.
(g) Counterparts. Each party hereto may sign identical counterparts of this Agreement with the same effect as if both parties signed the same document. A copy of this Agreement signed by one party hereto and delivered by facsimile or electronic transmission to the other party shall have the same effect as the delivery of an original of this Agreement containing the original signature of such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
Name: | ||||
Title: Chief Executive Officer |
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EXHIBIT 10.3
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made as of this 30th day of September, 2016 (the “Effective Date”) by and between Greg Drazenovic (the “Consultant”), and Patriot Berry Group, Inc., a Nevada corporation with an office at 388 Market Street, Suite 1300, San Francisco, CA 94111 (the “Company”).
WHEREAS, Consultant has substantial expertise that may be useful to the Company, which the Company desires to obtain;
WHEREAS, the Company desires Consultant to act in the role of Corporate Development Officer and provide certain consulting services to the Company and Consultant is agreeable to performing such services for the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. APPOINTMENT.
The Company hereby engages Consultant to provide, and Consultant hereby agrees to render, the Services (as defined herein) to the Company as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Agreement shall be effective as of the Effective Date and shall continue for a term of one year and shall be a rolling contract, until terminated or extended in accordance with the provisions contained herein or by a subsequent agreement between the parties hereto (the “Term”).
3. SERVICES.
During the Term of this Agreement, Consultant shall assist the Company in certain Corporate Development activities, including, but not limited to, developing strategic business plan and roadmaps for growth. Assisting in acquisitions, including setting objectives, sourcing, funding, negotiation and post deal integration. Regular evaluation and monitoring of the existing business (collectively, the “Services”). Consultant shall report directly to the Chief Executive Officer of the Company. Notwithstanding anything set forth herein, the Consultant shall not be deemed an officer or director of the Company.
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4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this Section. The Company shall promptly supply Consultant with full and complete copies of all financial reports; all filings with all federal and state securities agencies; all data and information supplied by any financial analyst; and all brochures or other sales materials relating to the Company’s products or services.
5. COMPENSATION.
As of the Effective Date, the Company agrees to pay Consultant the following as consideration for the Services rendered:
(a) The Company shall issue the Consultant a total of two hundred thousand (200,000). Shares of common stock per annum to be distributed as follows; one hundred thousand (100,000) shares within seven days from the Effective Date, fifty thousand (50,000) shares within three months from the Effective Date and fifty thousand (50,000) shares within six months from the execution of the Effective Date.
(b) As further described in Section 10(a) of this Agreement, the Company may decide to terminate this Agreement at any time for any reason. In the event the Company decides to terminate this Agreement without Cause (as defined herein), all compensation due hereunder shall be paid on the date of said termination.
6. COSTS AND EXPENSES.
Consultant, in providing the Services, shall not be responsible for any reasonable out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and overnight delivery charges; provided that Consultant obtains prior approval of the Company, which approval shall not be unreasonably withheld, prior to incurring such expenses. Consultant shall provide the Company with a detailed accounting of monthly expenses incurred pursuant to the terms of this Agreement. Payment for these expenses shall be made to Consultant in accordance with the Company’s policy for reimbursements.
7. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify, defend, and shall hold harmless Consultant, and defend any action brought against Consultant with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (i) is true and (ii) (A) would constitute a breach of any of the Company's representations, warranties, or agreements hereunder, (B) arises out of the negligence or willful misconduct of the Company, or (C) is based on any information provided by the Company’s content that violates any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. The Company agrees that it will not prosecute any action or proceeding against Consultant except where such claim is materially and substantially based on the gross negligence or willful misconduct of Consultant.
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(b) Consultant hereby agrees to indemnify, defend, and shall hold harmless the Company, its affiliates and their respective directors, officers, employees, consultants, representatives and agents, and defend any action brought against same, with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of (i) the gross negligence or willful misconduct of Consultant or (ii) unlawful conduct.
(c) In claiming indemnification hereunder, the indemnified party shall promptly provide the indemnifying party written notice of any claim that the indemnified party reasonably believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent.
8. INDEPENDENT CONTRACTOR STATUS AND OTHER BUSINESS OPPORTUNITIES.
It is understood and agreed that Consultant will for all purposes hereof be deemed to be an independent contractor and will not, unless otherwise expressly authorized by the Company, have any authority to act for or represent the Company in any way, execute any transaction or document on behalf of the Company or otherwise be deemed an agent of the Company. No federal, state or local withholding deductions will be withheld from any amounts owed by the Company to Consultant hereunder unless otherwise required by law.
Subject to Consultant’s obligations and duties, Consultant may, without limitation, (i) engage in the same or similar activities or lines of business as the Company or its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company and its subsidiaries; provided that Consultant does not use in any manner any Confidential Information (as defined herein) of the Company in doing so, (ii) invest or own any interest publicly or privately in, or develop a business relationship with, any person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or its subsidiaries; provided that Consultant does not use in any manner any Confidential Information of the Company in doing so; or (iii) do business with any current or former client or customer of the Company or its subsidiaries; provided that such activity does not encourage or influence such client or customer to discontinue, reduce or decline any new business opportunity with the Company. Neither the Company nor any of its subsidiaries shall have any right by virtue of this Agreement in or to, or to be offered, any opportunity to participate or invest in, any venture engaged in by Consultant or any right by virtue of this Agreement in or to any income or profits derived therefrom.
9. CONFIDENTIALITY.
Consultant acknowledges that in providing the Services hereunder, Consultant will be privy to Confidential Information of the Company and its subsidiaries. As used in this Agreement, “Confidential Information” of the Company means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other information or compilations thereof which relate to the business of the Company, or to any of its subsidiaries or affiliates, and which have not been disclosed by the Company to the public, or which are not otherwise generally available to the public.
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Consultant acknowledges that the Confidential Information of the Company, as such may exist from time to time, are valuable, confidential, special and unique assets of the Company and its subsidiaries and affiliates, expensive to produce and maintain, and essential for the profitable operation of their respective businesses. Consultant agrees that, during the Term, or at any time thereafter, it shall not, and shall cause his employees, agents and representatives to not, directly or indirectly, communicate, disclose or divulge to any person or entity, or use for its benefit or the benefit of any person or entity, in any manner, any Confidential Information of the Company or its subsidiaries or affiliates acquired during the Term or any other confidential information concerning the conduct and details of the businesses of the Company and its subsidiaries and affiliates, except as required in the course of the performance of the Services hereunder or as otherwise may be required by law.
The Company agrees that it will not disclose, and will not include in any public announcement, the name of Consultant, unless expressly agreed to by Consultant or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
10. MISCELLANEOUS.
(a) Termination. Subsequent to, and no less than ninety (90) days after the execution of this Agreement, either party hereto may terminate this Agreement for any reason upon thirty (30) business days’ prior written notice to the other party. Termination of this Agreement shall cause Consultant to cease providing Services under this Agreement; however, termination for any reason whatsoever shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement.
(b) Modification. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both parties hereto.
(c) Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person at the address of such party set forth in the preamble thereof or to such other address or facsimile telephone number as the party shall have furnished in writing to the other party in accordance with the terms of this subparagraph (c).
(d) Waiver. Any waiver by either party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to such term of any other term of this Agreement.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person, circumstance or jurisdiction, it shall nevertheless remain applicable to all other persons, circumstances and jurisdictions.
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(f) Disagreements. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Consultant and the Company hereby irrevocably and unconditionally submit themselves and their property to the nonexclusive jurisdiction of the federal and state courts of the State of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referenced. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices herein. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party hereto shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses, including, but not limited to, court costs incurred with the investigation, preparation and prosecution of such action or proceeding.
(g) Counterparts. Each party hereto may sign identical counterparts of this Agreement with the same effect as if both parties signed the same document. A copy of this Agreement signed by one party hereto and delivered by facsimile or electronic transmission to the other party shall have the same effect as the delivery of an original of this Agreement containing the original signature of such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
Name: | ||||
Title: |
6 |
EXHIBIT 10.4
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made as of this 30th day of September, 2016 (the “Effective Date”) by and between Harish Doddala (the “Consultant”), and Patriot Berry Group, Inc., a Nevada corporation with an office at 388 Market Street, Suite 1300, San Francisco, CA 94111 (the “Company”).
WHEREAS, Consultant has substantial expertise that may be useful to the Company, which the Company desires to obtain;
WHEREAS, the Company desires Consultant to act in the role of Advisor (aka Senior Consultant) and provide certain consulting services to the Company and Consultant is agreeable to performing such services for the Company;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. APPOINTMENT.
The Company hereby engages Consultant to provide, and Consultant hereby agrees to render, the Services (as defined herein) to the Company as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Agreement shall be effective as of the Effective Date and shall continue annually, until terminated or extended in accordance with the provisions contained herein or by a subsequent agreement between the parties hereto (the “Term”).
3. SERVICES.
During the Term of this Agreement, Consultant shall assist the Company in certain Advisor activities, including, but not limited to, working with CEO and team to work on & perfect current projects. Represent the company and assist with the procurement of other IPs (collectively, the “Services”). Consultant shall report directly to the Chief Executive Officer of the Company. Notwithstanding anything set forth herein, the Consultant shall not be deemed an officer or director of the Company.
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4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this Section. The Company shall promptly supply Consultant with full and complete copies of all financial reports; all filings with all federal and state securities agencies; all data and information supplied by any financial analyst; and all brochures or other sales materials relating to the Company’s products or services.
5. COMPENSATION.
As of the Effective Date, the Company agrees to pay Consultant the following as consideration for the Services rendered:
(a) The Company shall issue the Consultant a total of two hundred thousand (200,000). Shares of common stock per annum to be distributed as follows; fifty thousand (50,000) shares within seven days from the Effective Date, fifty thousand (50,000) shares within six months from the Effective Date and one hundred thousand (100,000) shares within one year from the execution of the Effective Date.
(b) As further described in Section 10(a) of this Agreement, the Company may decide to terminate this Agreement at any time for any reason. In the event the Company decides to terminate this Agreement without Cause (as defined herein), all compensation due hereunder shall be paid on the date of said termination.
6. COSTS AND EXPENSES.
Consultant, in providing the Services, shall not be responsible for any reasonable out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and overnight delivery charges; provided that Consultant obtains prior approval of the Company, which approval shall not be unreasonably withheld, prior to incurring such expenses. Consultant shall provide the Company with a detailed accounting of monthly expenses incurred pursuant to the terms of this Agreement. Payment for these expenses shall be made to Consultant in accordance with the Company’s policy for reimbursements.
7. INDEMNIFICATION.
(a) The Company hereby agrees to indemnify, defend, and shall hold harmless Consultant, and defend any action brought against Consultant with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (i) is true and (ii) (A) would constitute a breach of any of the Company's representations, warranties, or agreements hereunder, (B) arises out of the negligence or willful misconduct of the Company, or (C) is based on any information provided by the Company’s content that violates any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses. The Company agrees that it will not prosecute any action or proceeding against Consultant except where such claim is materially and substantially based on the gross negligence or willful misconduct of Consultant.
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(b) Consultant hereby agrees to indemnify, defend, and shall hold harmless the Company, its affiliates and their respective directors, officers, employees, consultants, representatives and agents, and defend any action brought against same, with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of (i) the gross negligence or willful misconduct of Consultant or (ii) unlawful conduct.
(c) In claiming indemnification hereunder, the indemnified party shall promptly provide the indemnifying party written notice of any claim that the indemnified party reasonably believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent.
8. INDEPENDENT CONTRACTOR STATUS AND OTHER BUSINESS OPPORTUNITIES.
It is understood and agreed that Consultant will for all purposes hereof be deemed to be an independent contractor and will not, unless otherwise expressly authorized by the Company, have any authority to act for or represent the Company in any way, execute any transaction or document on behalf of the Company or otherwise be deemed an agent of the Company. No federal, state or local withholding deductions will be withheld from any amounts owed by the Company to Consultant hereunder unless otherwise required by law.
Subject to Consultant’s obligations and duties, Consultant may, without limitation, (i) engage in the same or similar activities or lines of business as the Company or its subsidiaries or develop or market any products or services that compete, directly or indirectly, with those of the Company and its subsidiaries; provided that Consultant does not use in any manner any Confidential Information (as defined herein) of the Company in doing so, (ii) invest or own any interest publicly or privately in, or develop a business relationship with, any person engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Company or its subsidiaries; provided that Consultant does not use in any manner any Confidential Information of the Company in doing so; or (iii) do business with any current or former client or customer of the Company or its subsidiaries; provided that such activity does not encourage or influence such client or customer to discontinue, reduce or decline any new business opportunity with the Company. Neither the Company nor any of its subsidiaries shall have any right by virtue of this Agreement in or to, or to be offered, any opportunity to participate or invest in, any venture engaged in by Consultant or any right by virtue of this Agreement in or to any income or profits derived therefrom.
9. CONFIDENTIALITY.
Consultant acknowledges that in providing the Services hereunder, Consultant will be privy to Confidential Information of the Company and its subsidiaries. As used in this Agreement, “Confidential Information” of the Company means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other information or compilations thereof which relate to the business of the Company, or to any of its subsidiaries or affiliates, and which have not been disclosed by the Company to the public, or which are not otherwise generally available to the public.
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Consultant acknowledges that the Confidential Information of the Company, as such may exist from time to time, are valuable, confidential, special and unique assets of the Company and its subsidiaries and affiliates, expensive to produce and maintain, and essential for the profitable operation of their respective businesses. Consultant agrees that, during the Term, or at any time thereafter, it shall not, and shall cause his employees, agents and representatives to not, directly or indirectly, communicate, disclose or divulge to any person or entity, or use for its benefit or the benefit of any person or entity, in any manner, any Confidential Information of the Company or its subsidiaries or affiliates acquired during the Term or any other confidential information concerning the conduct and details of the businesses of the Company and its subsidiaries and affiliates, except as required in the course of the performance of the Services hereunder or as otherwise may be required by law.
The Company agrees that it will not disclose, and will not include in any public announcement, the name of Consultant, unless expressly agreed to by Consultant or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of such requirement.
10. MISCELLANEOUS.
(a) Termination. Subsequent to, and no less than ninety (90) days after the execution of this Agreement, either party hereto may terminate this Agreement for any reason upon thirty (30) business days’ prior written notice to the other party. Termination of this Agreement shall cause Consultant to cease providing Services under this Agreement; however, termination for any reason whatsoever shall not decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement.
(b) Modification. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both parties hereto.
(c) Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person at the address of such party set forth in the preamble thereof or to such other address or facsimile telephone number as the party shall have furnished in writing to the other party in accordance with the terms of this subparagraph (c).
(d) Waiver. Any waiver by either party hereto of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that party of the right thereafter to insist upon adherence to such term of any other term of this Agreement.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable, the balance of this Agreement shall remain in effect, and if any provision is inapplicable to any person, circumstance or jurisdiction, it shall nevertheless remain applicable to all other persons, circumstances and jurisdictions.
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(f) Disagreements. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Consultant and the Company hereby irrevocably and unconditionally submit themselves and their property to the nonexclusive jurisdiction of the federal and state courts of the State of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referenced. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices herein. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). If either party hereto shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses, including, but not limited to, court costs incurred with the investigation, preparation and prosecution of such action or proceeding.
(g) Counterparts. Each party hereto may sign identical counterparts of this Agreement with the same effect as if both parties signed the same document. A copy of this Agreement signed by one party hereto and delivered by facsimile or electronic transmission to the other party shall have the same effect as the delivery of an original of this Agreement containing the original signature of such party.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first above written.
Name: | ||||
Title: Chief Executive Officer |
6 |
EXHIBIT 31.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Daniel Cattlin, certify that:
1. | I have reviewed this quarterly report on Form 10-Q/A of Cyberfort Software, 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 quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; |
4. | The registrant’s other certifying officer 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 controls 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 quarterly 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; |
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 quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. | The registrant’s other certifying officer 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 function): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting. |
| Cyberfort Software, Inc. | ||
| |||
Date: November 22, 2016 | By: | /s/ Daniel Cattlin | |
| Daniel Cattlin | ||
| President, Chief Executive Officer, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Cyberfort Software, Inc. (the “Company”) on Form 10-Q/A for the period ended September 30, 2016 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Cattlin, Principal Executive Officer, and Principal Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:
(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. |
| Cyberfort Software, Inc. | ||
| |||
Date: November 22, 2016 | By: | /s/ Daniel Cattlin | |
| Daniel Cattlin | ||
| President, Chief Executive Officer, Secretary, Treasurer and Director |
| |
|
| (Principal Executive Officer and Principal Financial Officer) |
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Nov. 17, 2016 |
|
Document And Entity Information | ||
Entity Registrant Name | Cyberfort Software, Inc. | |
Entity Central Index Key | 0001522787 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 85,478,459 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2017 |
Balance Sheets - USD ($) |
Sep. 30, 2016 |
Mar. 31, 2016 |
---|---|---|
Current assets | ||
Cash | $ 3,968 | $ 0 |
Prepaid expenses | 9,167 | |
Total current assets | 13,135 | |
TOTAL ASSETS | 13,135 | 0 |
Current liabilities | ||
Accounts payable | 88,807 | 70,965 |
Accounts payable - related party | 243,579 | 193,579 |
Accrued expenses - related party | 25,000 | 300,000 |
Related party advances | 0 | 10,000 |
Notes Payable | 150,000 | |
Total current liabilities | 507,386 | 574,544 |
Total liabilities | 507,386 | 574,544 |
Commitments | ||
Stockholders' equity (deficit): | ||
Common stock, $0.001 par value - 100,000,000 share authorized, 85,478,459, 73,399,871 shares issued and outstanding at September 30, 2016 and March 31, 2016 | 85,478 | 73,400 |
Additional paid in capital | 3,156,957 | 1,921,455 |
Accumulated Deficit | (3,736,686) | (2,569,399) |
Total stockholder's equity | 494,251 | (574,544) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ 13,135 | $ 0 |
Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Mar. 31, 2016 |
---|---|---|
Stockholders' Equity | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 85,478,459 | 73,399,871 |
Common stock, shares outstanding | 85,478,459 | 73,399,871 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Statements Of Operations | ||||
Net revenue | ||||
Operating expenses: | ||||
Selling, general and admin. expenses | 91,483 | 32,132 | 123,757 | 72,104 |
Stock compensation expense | 12,500 | 12,500 | 25,000 | 25,000 |
Depreciation | 461 | |||
Impairment on Intangible property | 1,018,530 | 1,018,530 | ||
Total operating expenses | 1,122,513 | 44,632 | 1,167,287 | 97,565 |
Loss from operations | (1,122,513) | (44,632) | (1,167,287) | (97,565) |
Other (expenses)/Income | ||||
Gain on settlement of debt | 12,000 | |||
Total other (expenses)/Income | 12,000 | |||
Net loss | $ (1,122,513) | $ (44,632) | $ (1,167,287) | $ (85,565) |
Loss per common share - Basic and diluted | $ (0.01) | $ (0.00) | $ (0.02) | $ (0.00) |
Weighted average common shares outstanding - Basic and diluted | 74,893,674 | 73,399,871 | 74,150,854 | 73,399,871 |
ORGANIZATION |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 1 - ORGANIZATION | On September 26, 2016, the board of Directors and the majority shareholders of the Patriot Berry Farms, Inc. approved an amendment to the Articles of Incorporation of the Company to change its name from Patriot Berry Farms, Inc to Cyberfort Software, Inc. The name change has been affected prior to the filing of this report. Cyberfort Software, Inc., (Cyberfort or the Company) was incorporated in the State of Nevada on December 15, 2010 under the name of Gaia Remedies, Inc. The main focus of the Company is the development of security software technology. This will result in a total rebranding and change in industry sector which the Company operates. |
SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
Note 2 - SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION
Interim Accounting
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period and six month period ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ended March 31, 2017.
The Company's 10-K for the year ended March 31, 2016, filed on September 7, 2016, should be read in conjunction with this Report.
USE OF ESTIMATES
The preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Companys periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,968 and $0 in cash as of September 30, 2016 and March 31, 2016, respectively. |
GOING CONCERN |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2016 and March 31, 2016, the Company has an accumulated deficit of $3,736,686 and $2,569,399, respectively. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
The ability of the Company to continue its operations is dependent upon, among other things, obtaining additional financing. In response to this and other potential problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INTANGIBLE ASSETS |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 4 - INTANGIBLE ASSETS | On September 20, 2016, the Company entered into an Assignment Agreement with Ferlin Corp. to assume a Purchase and Sale Agreement between Ferlin Corp and Mistrin Pty, Ltd. that results in the Company effectively purchasing the title, rights, and interest to a software application, (including the source code) in exchange for various consideration. Under the Assignment and the assumed Purchase and Sale Agreement with Mistrin, the Company has assumed a Note Payable to Mistrin for $150,000, will issue 10,688,588 shares of common stock, valued at $0.085 per share, to the seller, assignor, and various individuals, and received $40,000. Consequently, the Company has recorded intangible property related to the transaction of $1,018,530. The Company has not fully issued all the required shares of common stock at this time. They will issue the shares as soon as practicable. However, the Company has treated all shares as issued and outstanding within these financial statement.
Per the Purchase and Sale Agreement, the Company was required to make a $50,000 payment related to the assumed Note Payable on September 25, 2016. As of the date of this filing the Company has yet to make the required payment and is in Material Breach of said agreement. Additionally, the Purchase and Sale Agreement obligates the Company to hire several identified individuals, fund $10,000 of marketing and development cost per month, and migrate the acquired technology into an Enterprise Class security software product prior to being able to begin the effort of generating revenue. The Company is in negotiations with the Assignor and Seller to amend the various agreements to enable the Company to raise additional funds in order for the Company to accomplish the execution of its current business plan. There are no guarantees that the Company will be able to renegotiate the agreements, raise the required funds, or successfully execute its business plan.
Consequently, the Company has determined that the newly acquired intangible propertys value is impaired as of September 30, 2016, due to the material breach and significant uncertainties related to its business plan and has written off the entire value of the intangible property at that date. |
RELATED PARTY ADVANCES |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 5 - RELATED PARTY ADVANCES | In December 2014, the Companys President advanced $10,000 to pay the settlement of the outstanding balance of consulting agreement on behalf of the Company. In July 2016, the Companys President advanced $29,000 to pay the accounts payables on behalf of the Company. These advances were non-interest bearing, due upon demand and unsecured.
On July 29, 2016, the Company issued 390,000 shares of Companys common stock to its current President to reimburse $39,000 paid on behalf of the Company.
As of September 30, 2016 and March 31, 2016, the balance of related party advances is $0 and $10,000 respectively. |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
Note 6 - RELATED PARTY TRANSACTIONS | On March 21, 2014, the Company entered into a formal employment agreement with its newly appointed President, whereby the Company agreed to remit an annual salary of $120,000, payable monthly, for services rendered. On June 23, 2014, the Company amended the Cattlin Employment agreement (the Cattlin Addendum), pursuant to which the Company agreed to issue Daniel Cattlin, the sole officer and director of the Company, 1,500,000 shares of Common Stock upon execution of the addendum, and 500,000 shares of Common Stock upon each one year anniversary of the addendum's effective date.
For both periods ended September 30, 2016 and 2015, the Company incurred total of $60,000 in salaries and $25,000 in stock based compensation.
As of September 30, 2016 and March 31, 2016, the balance in accounts payable- related party is $243,579 and $193,579. |
STOCKHOLDERS EQUITY (DEFICIT) |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 7 - STOCKHOLDERS EQUITY (DEFICIT) | On July 25, 2016, the Company issued 1,000,000 shares of its common stock to its current President, par value $0.001 per share, for the service rendered. 500,000 shares of common stock have been valued at $0.50 per share for the year ended March 31, 2015 and 500,000 shares of common stock have been valued at $0.10 per share for the year ended March 31, 2016. The stock based compensation expenses were recognized over the service period.
On July 7, 2016, the current President advanced $29,000 to pay certain accounts payable on behalf of the Company. On July 29, 2016, the Company issued 290,000 shares of Companys common stock to its current President to reimburse $29,000 paid on behalf of the Company.
On July 29, 2016, the Company issued 100,000 shares of Companys common stock to its current President, in consideration to reimburse $10,000 settlement payment that was advanced by its current President on behalf of the Company in December 2014.
On September 20, 2016, the Company issued 1,970,588 shares of its common stock, par value $0.001, to Ferlin Corp for Assignment of the Purchase and Sale Agreement and $40,000 cash as further discussed in Note 4 - Intangible Assets. The Company has not fully issued all the required shares of common stock at this time. They will issue the shares as soon as practicable. However, the Company has treated all shares as issued and outstanding within these financial statement.
On September 27, 2016, the Company issued 8,718,000 shares of its common stock at a value of $0.085 per share as further discussed in Note 4 - Intangible Assets. The Company has not fully issued all the required shares of common stock at this time. They will issue the shares as soon as practicable. However, the Company has treated all shares as issued and outstanding within these financial statement.
As of September 30, 2016 the Company has legally committed or issued and outstanding 85,478,459 and at March 31, 2016, the Company has 73,399,871 shares of common stock issued and outstanding. |
GAIN ON SETTLEMENT OF DEBT |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 8 - GAIN ON SETTLEMENT OF DEBT | During the period ended September 30, 2015, the Company recorded a gain on settlement of $12,000. |
COMMITMENTS |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Notes to Financial Statements | |
NOTE 9 - COMMITMENTS | On September 28, 2016, the Company entered into four consulting agreements with a consultants to act in the role of Technology Development Manager, Chief Technology Officer, Corporate Development Officer, and Advisory Director and to provide consulting services. The term of the agreements shall be one year and shall be a rolling contract until terminated or extended. The Company shall issue each consultant a total of 200,000 shares of common stock per annum to a total of 800,000 shares per annum. The consulting agreements can be terminated after 90 days by either party for any reason and the consultant is entitled to receive the entire consideration.
As of September 30, 2016, the Company has reflected it issuance of all committed shares related to the consulting agreements. |
SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended |
---|---|
Sep. 30, 2016 | |
Significant Accounting Policies Policies | |
BASIS OF PRESENTATION | Interim Accounting
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period and six month period ended September 30, 2016, are not necessarily indicative of the results that may be expected for the year ended March 31, 2017.
The Company's 10-K for the year ended March 31, 2016, filed on September 7, 2016, should be read in conjunction with this Report. |
USE OF ESTIMATES | The preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Companys periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company. |
CASH AND CASH EQUIVALENTS | Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with original maturities of less than three months, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,968 and $0 in cash as of September 30, 2016 and March 31, 2016, respectively. |
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
Sep. 30, 2016 |
Mar. 31, 2016 |
---|---|---|
Significant Accounting Policies Details Narrative | ||
Cash | $ 3,968 | $ 0 |
GOING CONCERN (Details Narrative) - USD ($) |
Sep. 30, 2016 |
Mar. 31, 2016 |
---|---|---|
Going Concern Details Narrative | ||
Accumulated Deficit | $ (3,736,686) | $ (2,569,399) |
RELATED PARTY ADVANCES (Details Narrative) - USD ($) |
Sep. 30, 2016 |
Mar. 31, 2016 |
---|---|---|
Related Party Advances Details Narrative | ||
Related party advances | $ 0 | $ 10,000 |
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
Mar. 31, 2016 |
|
Related Party Transactions Details Narrative | |||||
Salary | $ 60,000 | $ 60,000 | |||
Stock-based compensation | $ 12,500 | $ 12,500 | 25,000 | $ 25,000 | |
Accounts payable - related party | $ 243,579 | $ 243,579 | $ 193,579 |
STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - $ / shares |
Sep. 30, 2016 |
Mar. 31, 2016 |
---|---|---|
Stockholders Equity Deficit Details Narrative | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 85,478,459 | 73,399,871 |
Common stock, shares outstanding | 85,478,459 | 73,399,871 |
GAIN ON SETTLEMENT OF DEBT (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Gain On Settlement Of Debt Details Narrative | ||||
Gain on settlement of debt | $ 12,000 |
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