0001079974-18-000534.txt : 20181126 0001079974-18-000534.hdr.sgml : 20181126 20181001162710 ACCESSION NUMBER: 0001079974-18-000534 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20181001 DATE AS OF CHANGE: 20181025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEO FOODS INC CENTRAL INDEX KEY: 0001612188 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 471209532 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-226801 FILM NUMBER: 181097818 BUSINESS ADDRESS: STREET 1: 455 54TH STREET STREET 2: SUITE 102 CITY: SAN DIEGO STATE: CA ZIP: 92114 BUSINESS PHONE: 619-269-5850 MAIL ADDRESS: STREET 1: 455 54TH STREET STREET 2: SUITE 102 CITY: SAN DIEGO STATE: CA ZIP: 92114 S-1/A 1 teos1a1_9172018.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

____________________________________

TEO FOODS INC.

(Exact name of Registrant as specified in its charter)

____________________________________

Nevada		2099		47-1209532
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

455 54th Street Suite 102

San Diego, CA, 92114

(619) 758 1973

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

____________________________________

VCORP Services LLC

701 S. Carson Street, Suite 200

Carson City, NV, 89701

(888) 528 2677

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copy to:

Bonner & Associates

PO Box 971

La Jolla, CA 92038-0971

(619) 278-8326

____________________________________

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

____________________________________

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

☐ Large accelerated filer		☐ Accelerated filer
☐ Non-accelerated filer (Do not check if a smaller reporting company)		☒ Smaller reporting company
☒ Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price per Share(1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee

Shares of Common Stock, par value $0.001 per share		4,097,290	$	0.20	$	819,458	$	102.02
				Total Registration Fee $102.02⁽²⁾


(1)	Calculated pursuant to Rule 457(a) based on the Amount of Securities to be Registered multiplied by the Proposed Maximum Offering Price per Unit.

(2)	Previously paid.

The information in this prospectus may not be complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

TEO FOODS, INC.

4,097,290 Shares

Common Stock

This prospectus relates to an aggregate of up to 4,097,290 shares of our common stock which may be resold from time to time by the selling stockholder identified in this prospectus.

The Selling Stockholders will sell their shares of our Common Stock (the "Shares") at $0.20 per share until such time as our common stock is listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX, OTCQB, at which time they may be sold at prevailing market prices or in privately negotiated transactions.

You should read this prospectus and any prospectus supplement carefully before you invest. We will not receive any proceeds from the sale of the shares by the selling stockholder.

Our common stock is not listed, quoted or traded on any exchange or other marketplace. We intend to seek qualification for quotation by the OTCQB, other marketplace, or exchange that may be available to us in the future. There can be no assurance that we will ever qualify for quotation anywhere. The recent sales price of our Common stock has been determined solely by us and is based upon certain factors considered relevant by us including, without limitation, management's estimation of our business potential and earnings prospects. This does not necessarily reflect the fair market value of our Common stock.

Investing in our common stock involves a high degree of risk. See "Risk Factors" for certain risks you should consider before purchasing any shares. You should invest in our Common Stock only if you can afford to lose your entire investment.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 1, 2018

TABLE OF CONTENTS

	Page

CAUTION REGARDING FORWARD-LOOKING STATEMENTS		2
PROSPECTUS SUMMARY		3
RISK FACTORS		5
USE OF PROCEEDS		10
MARKET INFORMATION		10
BUSINESS		11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		16
MANAGEMENT		19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		22
SELLING STOCKHOLDER		23
DESCRIPTION OF CAPITAL STOCK		25
PLAN OF DISTRIBUTION		28
LEGAL MATTERS		29
EXPERTS		29
WHERE YOU CAN FIND MORE INFORMATION		29
INDEX TO FINANCIAL STATEMENTS		30

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission. You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation on behalf of TEO Foods Inc. that is different from that contained in this prospectus. You should not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered by this prospectus under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the date of delivery of this prospectus or of any sales of these securities. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus. This prospectus may be used only in jurisdictions where it is legal to sell these securities.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this prospectus are "forward-looking statements." These statements are based on the current expectations, forecasts, and assumptions of our management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements are sometimes identified by language such as "believes," "anticipates," "estimates," "expects," "plans," "intends," "projects," "future" and similar expressions and may also include references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature. The risks, uncertainties, and other factors that could cause our actual results to differ materially from those expressed or implied in this prospectus include, but are not limited to, those noted under the caption "Risk Factors" in this prospectus. Readers should carefully review this information as well the risks and other uncertainties described in other filings we may make after the date of this prospectus with the Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking statements. They reflect opinions, assumptions, and estimates only as of the date they were made, and we undertake no obligation to publicly update or revise any forward-looking statements in this prospectus, whether as a result of new information, future events or circumstances, or otherwise.

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PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that you should consider before buying shares of our common stock. You should read the entire prospectus and any prospectus supplements carefully, especially the sections entitled "Caution Regarding Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," together with our financial statements and the related notes included elsewhere in this prospectus and in any prospectus supplements related hereto, before deciding to purchase shares of our common stock.

Teo Foods Inc.'s ("TEO Foods" or the "Company") intends to produce and sell packaged food products for retail in the frozen, refrigerated and shelf stable categories. The Company has a license to use the TEO name and logo on food products it sells and to apply the TEO pasteurization/sterilization processes to its products for improved shelf life and safety.

On April 20, 2018, the Company entered into a co-packing agreement with Commercial Targa S.A. De C.V. ("Targa") Targa is located in Tijuana Mexico and produces and sells its own brands of products in Mexico which includes the NERYS line of imported California cheese products, frozen pizzas, various pasta meals and other products sold in the major stores such as Walmart, 7 eleven, Soriana, OXXO and others.

Subsequently, we were informed that Targa was to be sold to a larger food company in Mexico. We were able to negotiate a purchase of Targa from its parent company and on July 30, 2018, the Company entered into a Stock Purchase Agreement with NERYS USA Inc. to purchase all of the issued and outstanding equity of Targa. The purchase price includes $500,000 in cash, a $740,000 Secured Convertible Promissory note and 15,000,000 Common Shares of the Company. The closing of this transaction shall be held on the later of October 1, 2018 or the satisfaction or waiver of the conditions specified in the Stock Purchase Agreement. There can be no assurance as to when or if the acquisition of Targa will ever occur.

The Company is currently working with Targa as its co-packer to develop its packaged products for initial retail placements in Mexico.

For a more complete description of our business, please see "Business," in the prospectus.

All of the shares covered by this prospectus are being offered for resale by the selling stockholder named in this prospectus. We will not receive any proceeds from the sale of the shares. See "Summary of the Offering" and "Use of Proceeds".

Our Common Stock is not currently listed for quotation or trading on any exchange. It is our intention to seek quotation on the OTCQB if we qualify for listing on the same. There can be no assurances that our Common Stock will be approved for trading on the OTCQB, or any other quotation or trading exchange.

We are an "emerging growth company" as defined under the federal securities laws and are subject to reduced public company reporting requirements.

An investment in our common stock is speculative and involves substantial risks. You should read the "Risk Factors" section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock. You should invest in our Common Stock only if you can afford to lose your entire investment.

Corporate information

Our principal executive offices are located at 455 54th Street Suite 102, San Diego, CA 92114 and our telephone number is (619) 758-1973. Our website is www.teofoods.com. The contents of our website are not incorporated by reference into this prospectus.

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Summary of the Offering

Shares of common stock offered by us		None.

Shares of common stock offered by the Selling Stockholder		4,097,290 shares.

Use of proceeds		We will not receive any proceeds from the sale of common stock covered by this prospectus.

Risk Factors		An investment in our common stock is speculative and involves substantial risks. You should read the "Risk Factors" section of this prospectus for a discussion of certain factors to consider carefully before deciding to invest in shares of our common stock.

Plan of Distribution		The shares of common stock covered by this prospectus may be sold by the selling stockholder in the manner described under "Plan of Distribution."

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RISK FACTORS

Your investment in our common stock involves a high degree of risk. You should consider the risks described below and the other information contained in this prospectus carefully before deciding to invest in our common stock. If any of the following risks actually occur, our business, financial condition and operating results could be harmed. As a result, the trading price of our common stock could decline, and you could lose a part or all of your investment.

RISKS RELATED TO OUR BUSINESS

Our independent accountants have expressed a "going concern" opinion.

Our financial statements accompanying this Prospectus have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. We have a minimal operating history and no revenues or earnings from operations. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues for the immediate future. See "DESCRIPTION OF BUSINESS" and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – LIQUIDITY AND CAPITAL RESOURCES." There are no assurances that we will generate profits from operations.

Our ability to continue as a going concern is dependent on raising additional capital, which we may not be able to do on favorable terms, or at all.

We can provide no assurance that additional funding will be available on a timely basis, on terms acceptable to us, or at all. If we are unsuccessful in raising additional funding, our business may not continue as a going concern. Even if we do find additional funding sources, we may be required to issue securities with greater rights than those currently possessed by holders of our Common Stock. We may also be required to take other actions that may lessen the value of our Common Stock or dilute our common stockholders, including borrowing money on terms that are not favorable to us or issuing additional equity securities. If we experience difficulties raising money in the future, our business and liquidity will be materially adversely affected. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – LIQUIDITY AND CAPITAL RESOURCES," below.

Substantial competition in the food industry could adversely affect the Company's ability to sell its products.

We face substantial competition in the marketing and sale of our products. The Company will compete with numerous other companies, many of which have established reputations, and many of which are better financed than the Company. Such substantial competition could adversely affect the Company's capability to find vendors willing to place our products for sale or at price levels that are too low to achieve adequate revenues to support business plans and operations.

We are in the process of acquiring our Co-Packer, Targa. In the event we are unable to complete the acquisition Targa may be sold to a company in the food industry that may not want to produce our products.

In the event the Targa purchase is not completed we have no assurance that a subsequent purchaser would maintain the co-packing agreement, develop, produce or assist in placement of our products. We would have to seek out a new co-packing arrangement with another producer which may be under less favorable terms with higher costs, larger minimums and longer lead times. This could delay or interrupt our ability to sell our products until a substitute manufacturer could be found.

Food safety and food-borne illness concerns may have an adverse effect on our business.

We intend to dedicate resources to ensure that our customers enjoy safe, quality food products. However, food-borne illnesses (such as E. coli and salmonella) and food safety issues are an ongoing issue in the food industry. If a food-borne illness or other food safety issues occur, whether at our production facility, or a co-packer, it is likely that negative publicity would adversely affect our sales and profitability. If our customers become ill from food-borne illnesses, we might need to recall product. Separately, the occurrence of food-borne illnesses or food safety issues could adversely affect the price and availability of affected ingredients and could increase the cost of insurance.

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Changes in commodity and other operating costs or supply chain and business disruptions could adversely affect our results of operations.

Changes in food and supply costs are a part of our business; any significant increase in the prices of commodities used in our products could make our products more expensive to produce and require us to increase our pricing to customers and make our products less competitive. We may be unable to make the improvements in our operations to mitigate the effects of higher costs.

We are an investment risk because business strategies planned are not proven.

We have no established basis to assure investors that our business strategies will be successful. We are dependent on unproven technology to provide a competitive advantage in the market. Our licensed process when proven could provide an opportunity to penetrate markets occupied by much larger more established food companies. Our strategies related to our intended product are unproven because similar products are not generally available in the market. We have no basis to predict acceptance by customers. We must also establish a customer base to ensure sufficient revenues are generated to support operations. Our business model and strategies are unproven by any significant history of business operations. Failure to prove that our business model and strategies work through continued operations may have a material adverse effect on our business and financial condition.

Regulatory review of our process may delay or prevent sales of our products as shelf stable.

The sterilization processes we have licensed from TEO Inc. are be subject to approval by the FDA prior to our ability to sell our products as shelf stable in the United States. This approval could take an extended period of time to achieve or could never be granted. Management believes that the shelf stable market provides opportunities exclusive to the licensed sterilization process. Delays related to the required regulatory approvals could limit our growth opportunities in the United States and other territories that require these approvals.

We may not be able to manage our growth effectively.

Our strategy envisions growing our business. There can be no assurance that such growth will occur, either to the extent our strategy envisions or at all. Even if we do grow, if we fail to manage our growth effectively our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

●	meet our capital needs;
●	implement, improve and expand our operational, financial, management information, risk management and other systems effectively or efficiently or in a timely manner;
●	allocate our human resources optimally;
●	identify, hire, train, motivate and retain qualified managers and employees;
●	develop the management skills of our managers and supervisors; or
●	evolve a corporate culture that is conducive to success.

If we are unable to manage our growth and our operations our financial results could be adversely affected.

Our management ranks are thin and losing or failing to add key personnel could adversely affect our business.

Our future performance depends substantially on the continued service of our senior management and other key personnel, including personnel which we need to hire. Our success depends upon the continued efforts of our senior management team. We need to identify and hire additional senior managers to perform key tasks and roles. We do not have key man life insurance on any of our personnel. We currently rely primarily on the services of our President and director, Jeffrey Mackay who currently has approximately 50% of his time dedicated to the Company. Mr. Mackay has no prior experience managing a food company intending to sell packaged food products. John O'Keefe has recently joined the Company as CFO and Director. He has no prior experience in the food industry. Dr. Ash Husain has recently joined the Company as CTO and has extensive experience in the food industry.

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We have related-party transactions.

We have engaged in related-party transactions with our directors, officers or related entities. In all related-party transactions, there is a risk that even if the Company personnel on the other side of the table from the related party are striving to ensure that the terms of the transaction are arms-length, the related party's influence may be such that the transaction terms could be viewed as favorable to that related-party. We do not currently have committees comprised of independent directors that can review proposed related-party transactions, but even such committees and procedures may be susceptible to the influences inherent to these types of transactions. Our financial statements and other disclosure in this prospectus provide specific information about our prior related-party transactions. We may engage in additional related-party transactions in the future.

We are an "emerging growth company" under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (2) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

We are a "smaller reporting company," and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.

We are currently a "smaller reporting company", meaning that we are not an investment company, an asset- backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a non-affiliated public float of less than $75.0 million and annual revenues of less than $50.0 million during the most recently completed fiscal year. In the event that we are still considered a "smaller reporting company," at such time as we cease being an "emerging growth company," we will be required to provide additional disclosure in our SEC filings. However, similar to an "emerging growth companies", "smaller reporting companies" are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a "smaller reporting company" may make it harder for investors to analyze our results of operations and financial prospects.

The requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract and retain executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on our systems and resources, particularly after we are no longer an "emerging growth company," as defined in the Jumpstart our Business Startups Act, or the JOBS Act. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns which could adversely affect our business and operating results. We may need to hire more employees in the future or engage outside consultants who will increase our costs and expenses.

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RISKS RELATED TO OUR COMMON STOCK

Our common stock is not quoted publicly or traded on any national securities exchange.

Our common stock is not quoted or traded on any exchange and a market for our stock may never develop. The value of our common stock may be volatile and lack liquidity, all of which may adversely affect the market price of the common stock and our ability to raise additional capital.

Applicable SEC rules governing the trading of "penny stocks" limits the trading and liquidity of the common stock which may affect the trading price of the common stock.

Our common stock is not currently quoted on the OTC Bulletin Board or any National exchange. The most recent private sale was below $5.00 per share, and we have less than $2,000,000 of net tangible assets; therefore, the common stock is currently considered a "penny stock" and so is subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded. These regulations require the delivery, before any transaction involving a penny stock, of a disclosure explaining the penny stock market and the associated risks; and certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser's written agreement to a transaction before sale. In addition, margin regulations prevent low-priced stocks such as ours from being used as collateral for brokers' margin loans to investors. These regulations have the effect of limiting the trading activity of the common stock and reducing the liquidity of an investment in our common stock. In addition, many institutional investors, as a matter of policy, do not invest in stocks which are not traded on a national securities exchange and/or which trade for less than $5.00 per share.

We do not expect any cash dividends to be paid on our common stock in the foreseeable future.

We have never declared or paid a cash dividend on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use any future earnings, as well as any capital that may be raised in the future, to fund business growth. Consequently, a stockholder's only opportunity to achieve a return on investment would be for the price of our common stock to appreciate and that stockholder to sell his or her shares at a profit. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock and conversion of our preferred stock.

We have issued common stock and other equity-based securities in support of our business objectives and initiatives. In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 500,000,000 shares of capital stock consisting of 490,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of October 1, 2018 , there were 9,022,900 Preferred shares outstanding, held by Teo Inc., which are convertible into 90,229,000 shares of common stock and, 10,334,745 shares of Common stock outstanding. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. Such securities may be issued at below-market prices or, in any event, prices that are significantly lower than the price at which you may have paid for your shares. The future issuance of any such securities may create downward pressure on, or dampen any upward trend in, the trading price of our common stock.

We are controlled by our President/major stockholder Jeffrey Mackay.

Jeffrey Mackay, our President, beneficially owns approximately 97.1% of our common stock as of October 1, 2018 .Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 under the Securities Exchange Act and is not necessarily indicative of beneficial ownership for any other purpose. Applicable percentage ownership is based on 90,229,000 shares of common stock that are issuable upon conversion of 9,022,900 preferred shares held by TEO Inc. and 10,334,745 shares of common stock outstanding as of October 1, 2018 .

Mr. Mackay is a majority shareholder of TEO Inc. which holds Preferred shares with super voting rights that have a controlling influence in shareholder votes. Such concentrated control of the Company may adversely affect the price of our common stock. Because of his high percentage of voting control, beneficial ownership, and his positions as an officer and director, Mr. Mackay is able to control matters requiring the vote of stockholders, including the election of our Board of Directors and certain other significant corporate actions. If you acquire our common stock, you may have no effective voice in the management of the Company.

Mr. Mackay's roles as President, Director and majority shareholder of both companies creates a potential conflict of interest regarding interactions between the two companies. Having an interest in both companies could mitigate this conflict, but his personal interests may not be aligned with or may be averse to other shareholders.

The issued and outstanding Preferred shares have 100 for 1 voting rights which could have the effect of deterring or delaying attempts by our Common stockholders to remove or replace management, engage in proxy contests and/or effect changes in control. We have 10,334,745 issued and outstanding Common shares which have one vote for each share. The 9,022,900 issued Preferred shares would be able to cast 902,290,000 votes on most matters that Common shareholders could vote. This results in the Preferred shareholder having a controlling influence in shareholder votes. Mr. Mackay through his majority ownership of TEO Inc. has the ability to control the voting of these Preferred shares.

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We have recently issued convertible notes that may be converted into shares of our Common Stock in the near future.

In June 2018, we commenced a private offering of up to $600,000 in convertible notes to accredited investors. The notes are for a two-year term and bear an 8% interest rate due at maturity. The notes are convertible into the Company's common shares at a 20% discount to the 30-day average bid price of the Company's common shares as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange, of which there can be no assurance, and at no rate lower than $0.20 per share. As of the date hereof an aggregate of $100,000 in notes have been issued. None have been converted as of the date of this Prospectus. There are no assurances that we will have sufficient funds to pay the interest when due, or the principal upon maturity, if the notes are not converted. If the notes are converted our current shareholders will incur dilution to their current ownership. In addition, if our Common Stock is approved for quotation or trading, of which there is no assurance, the sale of these shares upon conversion may have a depressive impact on the quoted price of our Common Stock.

We may need to raise additional capital to meet our business requirements in the future and such capital raising may be costly or difficult to obtain and could dilute current stockholders' ownership interests.

We may need to raise additional capital in the future, which may not be available on reasonable terms or at all. Our present cash flow from operations is insufficient to achieve our business plan. We may need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:

●	pursuing growth opportunities, including more rapid expansion;
●	acquiring complementary businesses;
●	hiring and/or incentivizing qualified management and key employees;
●	developing new services or products; and
●	responding to competitive pressures

It can be difficult for companies, particularly smaller ones, to obtain equity or debt financing.

Any additional capital raised through the sale of equity or equity-backed securities may dilute current stockholders' ownership percentages and could also result in a decrease in the fair market value of our equity securities. The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect.

Debt securities, on the other hand, are senior to common stock, might contain onerous restrictive covenants, and must be repaid when they mature; and if we do not profitably use the money raised, we may not have enough cash on hand to repay the debt upon maturity without impairing our operations.

Furthermore, any debt or equity or other financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and, further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our reported financial results.

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USE OF PROCEEDS

We will not receive any proceeds from the sales, if any, of the common stock covered by this prospectus. All net proceeds from the sale of the common stock covered by this prospectus will go to the selling stockholder. See "Selling Stockholder" and "Plan of Distribution" described below.

Market Information

No established public market exists for our common stock, and a public market may never develop. Our Common stock is not currently traded on any national securities exchange or quoted on the OTC Bulletin Board under any symbol. The most recent sales of our common stock was in July of 2018 for $0.10 per common share.

Holders

As of October 1, 2018 , we had issued and outstanding 10,334,745 shares of common stock, held by approximately 38 stockholders of record. This does not include TEO Inc., the one holder of 9,022,900 shares of Preferred stock which are convertible into 90,229,000 shares of common stock.

Dividends

We have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future but rather intend to retain future earnings, if any, for reinvestment in our future business. Any future determination to pay cash dividends will be in compliance with our contractual obligations and otherwise at the discretion of the board of directors and based upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

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BUSINESS

General

The Company will initially sell a line of TEO branded packaged food products in the refrigerated meal and meal component categories. The initial markets are domestically and in Mexico.

In the event the Targa purchase is not completed we would maintain the co-packing agreement. If Targa is sold to a competing food company, they may choose to terminate the agreement. We would then have to seek out a new co-packing arrangement with another producer.

We are currently working with Targa to develop our packaged products for initial retail placements in Mexico. We have made several visits to the factory in Mexico and assessed capabilities and equipment currently available for production. Our Chief Technical Officer has visited the facility and we are working on the production planning for initial products with the licensed pasteurization/sterilization process applied. Although Targa currently has tray and pouch thermoforming, modified atmosphere fill and sealing capability we will need to add equipment for pre-formed tray modified atmosphere fill and sealing capability. We are also looking to improve the pasta/rice cooking capabilities which are the base of our initial meal recipes.

We do not expect to place any of our new products for retail sale in 2018. We expect the production planning, formulation, equipment and supply lead times, testing, validation, branding and sales could take until mid-2019 for a limited regional new product offering. This assumes that we are able to secure additional capital to purchase the necessary equipment, supplies (trays, film, carton/print materials…), retain consultants/staff and provide for other costs of production.

We will maintain a website located at www.teofoods.com, and electronic copies of our filings with the SEC, will be available, free of charge, on our website as soon as practicable after such material is filed with, or furnished to, the SEC.

Product Overview

Our product offering will be single serve and multi-serve entrees & side dishes focusing on convenience items that drive superior margins. We will offer varying levels of vegetarian, organic, all natural, ethnic and home-style entrees that command a premium price in the market place. Each meal will contain a starch and multiple vegetables with an exquisite sauce to compliment the meal. Sauce quality will help us differentiate our products along with our unique production process. The vegetables will be high quality vegetables such as broccoli florets with no stems. (Example: Teriyaki Rice Bowl with Vegetables or Home Style Garlic Mashed Potatoes). The meals will have universal appeal but will also target specific demographic groups such as vegetarians and consumers who value organic meals. This type of product was selected based on current trends, our unique production process and handling requirements needed to process USDA meat components. Secondarily, these products are expected to have higher pricing to consumers which supports the use of high quality components and the limited initial production throughput.

This preliminary product mix may change prior to initial production based on additional market research and customer input. There is a unique opportunity to market multiple products, so consumers can "mix 'n match" meal components such as buying a side dish of garlic mashed potatoes and a serving of their favorite vegetable in sauce.

Management will initially produce single and multi-serve entrees & side dishes that have extended shelf life in a "refrigerated" format with the long-term intent to market shelf stable meals. The "refrigerated" status will allow us to create critical mass while simultaneously seeking FDA approval for our new production process.

The total market for frozen, refrigerated and shelf stable entrees & side dishes is a very dynamic market place that welcomes new product ideas. We expect the extended shelf life will be embraced by wholesale customers due to supply chain issues of refrigerated foods and the application of a pasteurization/sterilization process in this category adds a food safety component that is not provided by other products in this category.

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Benefits of the Licensed Process and Improved Products

Quality, safety and convenience are the primary benefits to the licensed process.

The process is expected to produce sterilized meals in less than 15 minutes of processing time with time at sterilization temperatures targeted preserve quality and assure safety. Pasteurization is expected in less processing time. Achieving rapid heat rise times to sterilization temperature and rapid cool time back to near ambient or refrigerated temperature will produce meals that have improved taste, texture, color and nutritional values over conventional retort sterilization methods which can subject the food to high temperatures for an hour or more.

Our process utilizes microwave energy to achieve rapid heating of packaged food products. Food packages are filled and sealed using standard industry systems and enter our system via conveyor. Multiple tuned cavities apply varying power levels to rapidly and evenly heat the food to the desired temperature.

Retort methods place the product in a steam chamber and must rely on thermal transfer of heat from the outer surfaces to reach the center. Like cooking a roast in a conventional oven, it can take a very long time for the center to reach the desired temperature.

Microwave energy penetrates the food and can heat throughout the product with some limitations on depth of penetration and the challenges of overheating patterns.

The currently licensed 200-kilowatt system we intend to use for our products is designed to process twelve-ounce rigid tray packages. The system may be utilized in different configurations to achieve different levels of pasteurization /sterilization. The tray passing through the exposure cavities is heated to the desired temperature in about two minutes.

Quality related to pasteurized/refrigerated foods will be comparable as these products are not subjected to high sterilization temperatures for extended periods. These products have a consumer perception of being high quality, healthy and nearly fresh prepared foods. We believe our products will be of equal or better quality and have a near fresh taste.

Our products will have an added safety benefit over the current offerings of refrigerated and frozen products because we will have subjected the products to pasteurization/sterilization temperatures; killing off resistant microorganisms that remain viable in traditional frozen and refrigerated products. Consumers often put themselves to health risks by failing to heat frozen and refrigerated products to safe temperatures prior to consumption. Consumers may not realize that the frozen or refrigerated products they are purchasing may not have undergone any sterilization processes. The importance of warning labels and instructions to cook thoroughly before eating can go ignored by a consumer heating a meal hastily during a lunch break.

Retailers and consumers will benefit from our distribution as a refrigerated product due to the extended shelf life we intend to provide. Our products can be processed at sterilization temperatures and will have packaging with high barrier properties; resulting in the ability to offer longer shelf life as a refrigerated product. This will result in less waste to the retailer and better quality to the consumer throughout the shelf life of the product.

We believe our products will be less susceptible to distribution variables that can affect safety and quality of frozen and refrigerated products. Frozen products often thaw and refreeze several times before they are eaten by the consumer. Variation of refrigeration temperatures during distribution and at the retailers can cause safety risks and quality issues to consumers refrigerated products.

Once our products are approved for shelf stable distribution we expect consumers, customers and retailers to eventually prefer the convenience of the ambient ready to eat meal versus frozen or refrigerated meals.

When consumers become familiar and trust our products as refrigerated, we hope to transition those products out or refrigeration where we expect consumers to embrace the convenience of a high quality, healthy, ready to eat meal. The ambient meal can be warmed in 30 to 60 seconds. A typical comparable frozen meal requires 5 minutes or more and often requires multiple steps of heating and stirring.

We will likely maintain distribution as refrigerated even after we are approved for shelf stable distribution due to the negative quality perception and low price point of the existing shelf stable products in the U.S. markets.

Market Overview

The U.S. frozen food market is expected to reach USD 72.98 billion by 2024, according to a report by Grand View Research, Inc. Greater economic participation from all segments of the U.S. society has resulted in hectic work schedules thus causing a change in lifestyles. Frozen food provides convenience thus catering to this shifting trend.

Frozen foods are easy to carry, cook and consume. They do not require much preparation before consumption. They come in pre-portioned and pre-measured quantities which reduce waste.

Frozen ready meals accounted for more than 35% in 2015 and are expected to occupy a major share over the forecast period. Availability of staple ready meals, product differentiation and ease of usage are the factors expected to drive this growth.

The industry is fragmented in nature with the presence of both regional and international market participants. Companies are focusing on manufacturing process optimization to reduce wastage. Innovation is a key market characteristic

McCain, Inn Foods, ConAgra Foods, Pinnacle Foods Groups, General Mills Inc., Bellisio Foods, Jeanie Marshall Foods Inc., and Goya Foods are some of the major market participants.

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While frozen foods are appealing for consumers who value ease and convenience, many Americans now prefer the fresh, natural foods found in the perimeter of the grocery store. According to Frozen Foods: United States by Freedonia Focus Reports, many consumers believe that fresh foods are healthier and of higher quality than items in the freezer aisle.

Refrigerated meats and meals had overall sales that reached $25 billion in 2013 and are expected to approach $31 billion by 2018. Global demand for refrigerated foods is due to many consumers in other countries recognizing the convenience and easy to use of refrigerated ready meals. Also, the increased presence of grocery stores in developing nations are creating demand for packaged, refrigerated foods instead of fresh foods. Marketers for food manufacturers are going to have to create their own competitive advantage through branding and packaging. Companies can also increase their sales by meeting ingredient demands by health concerned consumers. Using more natural and organic ingredients in products can drive sales over the competition, especially when placed on the packaging.

Different products covered in refrigerated foods include: Chilled Fish/Seafood, Chilled Lunch Kit, Chilled Noodles, Chilled Pizza, Chilled Processed Meats, Chilled Ready Meals, Chilled Soup, Chilled/Fresh Pasta, Fresh Cut Fruits, Prepared Salads. (https://www.marketresearch.com/Food-Beverage-c84/Food-c167/Refrigerated-Foods-c1477/)

Frozen ready meals account for more than a third of the frozen market. Healthy Choice, Lean Cuisine, Amy's and Smart Ones are just a few of the familiar offerings in the category. We will initially be providing similar offerings except in the refrigerated category and focusing on high quality alternatives with vegetarian, vegan and organic options.

We believe we can market long shelf life refrigerated entrees that capitalize on consumer trends with great nutrition, value, taste and texture.

The Consumer

We expect domestic consumers to have initial reservations regarding ambient ready to eat meals. Consumers are familiar with frozen products of this type and will likely have quality, taste, health and safety concerns related to sterilization and ambient storage.

We will initially market our products as refrigerated. Consumers can transition to accept our ambient product through familiarity with an extended life refrigerated product. Based on our success with consumers in the refrigerated category we envision having both refrigerated and shelf stable entrees and sides. Consumers will need to slowly transition to shelf stable entrees and sides once they gain trust in product quality. An example of this transition in the U.S. market was the marketing of UHT soy and dairy products in the chilled section of the supermarkets. These products are shelf stable for months but required marketing in the chilled dairy section to develop sales with U.S. consumers. Slowly we saw these products moved from chilled to the shelf.

We expect consumers, customers and retailers to eventually prefer the convenience of the ambient ready to eat meal versus frozen or refrigerated meals. The meal can be eaten as is or heated. We expect the most popularly used heating method will be in a common home microwave oven. Consumers are expected to enjoy a more appealing final reheated meal. The ambient meal can be warmed in 30 to 60 seconds. A typical comparable frozen meal requires 5 minutes or more and often requires multiple steps of heating and stirring.

Distribution

We anticipate using traditional supply chain partners to get to market. We expect to market products regionally based on our first production line. Upon regional success, we will add lines when needed to service customers on a national basis. Management believes our biggest distribution challenge will be creating critical mass to drive reasonable supply chain costs from storage to actual frequent shipments to customers so they have acceptable inventory turns.

Other foodservice, c-store, vending and military customers may also place our product and force distribution accordingly, but we will still be faced with supporting reasonable supply chain costs.

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We will initially distribute all our products as chilled. We have no domestic distribution agreements established at this time. We can distribute in Mexico through our co-packing relationship with Targa and its existing brand placements in grocery and convenience stores.

Branding

We are committed to building a new brand in refrigerated and shelf stable entrees & sides. We will also private label, produce for other brands and retailers.

We will be faced with the traditional challenges of introducing, marketing and gaining consumer acceptance of food products to consumers in highly competitive markets dominated by mega companies with generationally established brand recognition.

Management believes by changing the technology in refrigerated and shelf stable entree product life/shelf life, it is an ideal opportunity to carve out a new branded position. We view the use of extended refrigerated shelf life and subsequent introduction of quality long-life, high-quality shelf stable entrees as a means to establish a new brand in the market. The benefit of refining the sterilization process is a major point of differentiation in the marketplace. We expect to receive limited competitive response since "price" won't be a determining factor due to our extended shelf life and high quality.

We will brand and also offer private label to continue the current perception of "prepared on premise" with national retailers. In other segments such as military, c-store, etc., private label may be more prevalent.

Competition

We will be competing with major food companies that have substantially more resources and influence over retail placements, distribution and supply chain.

Mega companies like Con-Agra, Nestle, Tyson and others dominate the markets and have many brands and products competing for retail shelf space.

If we are able to gain a market presence with our unique products and process in the domestic refrigerated category these larger competitors could utilize their vast resources to develop and market products to compete.

There is room for new competitors in both refrigerated and shelf stable entrees & sides. Frozen competitors are not expected to view us as an immediate threat due to the convenience and long life of current frozen food formats. Once retailers embrace our product offerings due to their long shelf and as we fine tune our process we expect competitors will then react to us more aggressively.

Certain Agreements

Our current agreements consist primarily business to business agreements. These agreements enable and facilitate the introduction of our branded products into the market.

Royalty and License Agreement

On September 30, 2017, the Company entered into a Master Agreement with TEO Inc. ("TEO") TEO is the founder and majority controlling shareholder of the Company. The Master Agreement provides the Company a license to use the TEO name and logo on food products it sells and to apply TEO's pasteurization/sterilization processes to its products for improved shelf life and safety. Additional provisions provide the Company production rights to TEO's pasteurizer/sterilizer and rights to lease its own system when certain sales/production increase. Pursuant to the master agreement, the Company agree to pay an initial $1 million fee in installments with $100,000 due on June 30, 2018, $300,000 due on December 31, 2018 and the remaining $600,000 due in 12 equal monthly payments with the first payment due on January 31, 2019. Commencing January 1, 2020, a use/royalty and service fee of 5.5% of the Company's gross revenue for food sales processed using TEO's intellectual property is payable quarterly. The ongoing licensing is maintained by meeting minimum annual use/royalty and service fees. The Company may pay for the difference between the actual use and the minimum to maintain the license.

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Co-Pack Agreement

Targa is currently the Company's only vendor contracted to produce our products. The Company expected to maintain this relationship with Targa. Targa had informally agreed to support placement of the Company's non-competing products where its products are distributed. We were recently informed that Targa was to be sold to a larger food company in Mexico. We were able to negotiate a purchase of Targa from its parent company under the terms discussed below under the heading Stock Purchase Agreement.

Stock Purchase Agreement

On July 30, 2018, the Company entered into a Stock Purchase Agreement with NERYS USA Inc. to purchase all of the issued and outstanding equity of Targa. The purchase price includes $500,000 in cash, a $740,000 Secured Convertible Promissory note and 15,000,000 Common Shares of the Company. The closing of this transaction shall be held on the later of October 1, 2018 or the satisfaction or waiver of the conditions specified in the Stock Purchase Agreement.

Research and Development

We do not engage in research and development activities as part of our business at this time. We will cooperate with TEO Inc. in its research and development of its pasteurization/sterilization technology pursuant to the terms of the Master Agreement.

Intellectual Property and Licenses

We have a license agreement with TEO Inc. The Master Agreement provides the Company a license to use the TEO name and logo on food products it sells and to apply TEO's pasteurization/sterilization processes to its products for improved shelf life and safety. Additional provisions provide the Company production rights to TEO's pasteurizer/sterilizer and rights to lease its own system when certain sales/production increase.

We do not currently hold Patent rights. We may develop certain recipes and formulae related to our products in the ordinary course of business. We may develop additional trademark and other branding related intellectual property as we launch and market our products.

Government Regulation

We will be producing and selling food products in the domestic and international markets. We will be required to comply with various regulations in each jurisdiction related to food safety and consumer protection. We will be required to comply with regulations related to food handling, packaging, labeling, storage and shipping. International sales will have to comply with customs regulations.

We intend to introduce our initial products in the refrigerated category which does not require regulatory approval. When we choose to proceed with the introduction of products in the shelf stable category we will be required to have approval from the Food and Drug Administration ("FDA") to sell our products in the United States as shelf stable. Although, microwave sterilization technology for packaged shelf stable meals was accepted by FDA in 2010, each process and product application must be approved prior to any sales as shelf stable.

Obtaining these approvals can take more than a year and require extensive data and expert support to obtain an approval which with the application of any novel technology may never be granted. It was a concern for many years that any microwave-based sterilization process would ever be approved by the FDA given the challenges to validation data where many traditional temperature measurement methods are incompatible with the application of microwave energy.

We believe that the system production data from our sale of products in the refrigerated category will be supportive to an application to the FDA by TEO Inc. for shelf stable approval. TEO Inc. would make the determination of when to proceed with an application and bear the costs related to the application. TEO Inc. does not have an application for shelf stable approval pending with the FDA at this time.

We are not currently aware of any pending regulations that would materially impact our operations.

Employees

We currently have Jeffrey Mackay as CEO,President and Director, John O'Keefe as CFO and Director and Dr. Ash Husain as CTO.

Jeffrey Mackay currently devotes approximately 50% of his time to the business of TEO Foods, Inc. and the remainder of his time on other business ventures.

John O'Keefe currently has made available approximately 25% of his time for the business of TEO Foods, Inc. based on the current business needs at this time.

Ash Hussain currently has made available approximately 25% of his time for the business of TEO Foods, Inc. based on the current business needs at this time.

We expect to increase our future employee levels on an as-needed basis in connection with our expected growth.

Properties

Our current office address is 455 54^th Street Suite 102, San Diego CA 92114. It is provided care of TEO Inc. We do not pay a fee for receiving mail and using the office facilities on an as needed basis for meetings at this location. Our President is also the CEO of TEO Inc. and works from this location. We do not pay a fee for the use of these offices as they are provided by our President on an as needed basis for meetings and consultations.

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We have a co-packing agreement for production and warehousing and do not require additional facilities at this time.

Legal Proceedings

None

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this prospectus. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this prospectus. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors such as those noted under "Risk Factors" in this prospectus. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

Overview

The Company was incorporated in the state of Nevada on December 27, 2012 but did not commence operations until September of 2017. The Company's principal activity is to produce and sell packaged food products for retail in the frozen, refrigerated and shelf stable categories. The Company has a license to use the TEO name and logo on food products it sells and to apply the TEO pasteurization/sterilization processes to its products for improved shelf life and safety.

We have received equity and debt investments both from insiders and from private investors. As we expand operational activities, we may continue to experience operating losses and/or negative cash flows from operations and may be required to obtain additional financing to fund operations. There can be no assurance that we will be able obtain additional financing, if at all or upon terms that will be acceptable to us.

Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in our stage of development. Such risks include, but are not limited to, an evolving business model and the management of growth.

To address these risks we must, among other things, implement and successfully execute our business and marketing strategy and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

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Results of Operations

Results of Operations for the Six Months Ended June 30, 2018 and 2017

During the six-month period ended June 30, 2018 and 2017, the Company had a no revenue. The Company began operations with the entry into a Master Agreement with TEO Inc. ("TEO") in September 2017. TEO is the founder and majority controlling shareholder of the Company. The Master Agreement provides the Company a license to use the TEO name and logo on food products it sells and to apply TEO's pasteurization/sterilization processes to its products for improved shelf life and safety. Additional provisions provide the Company production rights to TEO's pasteurizer/sterilizer and rights to lease its own system when certain sales/production increase. Pursuant to the Master Agreement, the Company agree to pay an initial $1 million fee in installments with $100,000 due by June 30, 2018. The Company recorded a deemed dividend of $1 million for the initial fee payable to TEO. During the six-month period ended June 30, 2018, the Company paid $43,000 and during the year ended December 31, 2017 paid $30,000 toward the current portion of the license fee payable.

The Company's net loss for the six-month period ended June 30, 2018 and 2017 was $ 3,944 and 0, respectively. These expenses consist primarily of accounting services and fees paid to the Nevada secretary of state.

Expenses are expected to increase as our operations develop and we begin to introduce our products into the market.

Results of Operations for the years Ended December 31, 2017 and 2016

During the years ended December 31, 2017 and 2016, the Company had no revenue. The Company's net loss for the fiscal year ended December 31, 2017 was $ 4,320. This loss included expenses related to Nevada Secretary of State fees and a one-time management fee. The Company's net loss for the year ended December 31, 2016 was $700.

The Company began operations with the entry into a Master Agreement with TEO Inc. in September 2017. Prior activities were only related to entity formation and maintenance.

Liquidity and Capital Resources

At June 30, 2018, we had total assets of $82,100 and total liabilities of $1,086,044. As of December 31, 2017, we had total assets of $0 and total liabilities of $1,000,000. The Company recorded a deemed dividend of $1 million for the initial license fee payable to TEO. During the year ended December 31, 2017, the Company paid $30,000 toward the current portion of the license fee payable.

Cash provided from financing activities for the year ended December 31, 2017 amounted to $3,630 which was consisted of $30,000 received through the issuance of promissory notes, $4,330 advances from a related party and deemed dividend payment for license of $30,000 to TEO pursuant to a license agreement.

Over the next twelve months we believe that we will require additional capital and anticipated funds from operations to further develop and sustain our operations. The Company will need to seek additional financing to expand operations and create revenue with the introduction of its products to the market. The TEO license requires future payments and royalty payments on related revenue. The capital requirements for development of our business based on the recently acquired TEO license has not yet been determined and the implementation plan for this segment is currently under revision due to the pending acquisition of Targa. The cooperation of Targa in the introduction of our products into the market was a component of the prior implementation plan and is further enhanced by the prospects of increasing sales of the Nery's brands and developing domestic sales of those product in addition to the introduction of new TEO products.

We believe that we will need to raise an additional $1,000,000 over the next 12 months and intent to seek additional investment through a private or a public equity offering. We will use the proceeds to cover our product development, auditing and accounting costs, licensing, necessary equipment, supplies (trays, film, carton/print materials…), retain consultants/staff, provide for other costs of production and other working capital needs.

There can be no assurance that we will be able obtain additional financing, if at all or upon terms that will be acceptable to us. There can, moreover, be no assurance of when, if ever, we will complete the acquisition of Targa or our operations become profitable.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements or financing activities with special purpose entities.

Going Concern

The Company financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has suffered recurring losses from operations and has insufficient working capital as of June 30, 2018. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales of packaged food products. These financial statements do not include any adjustments to classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to obtain fund for operations through continued financial support from its stockholders, debt and private offerings of its equity.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have identified the following accounting policies that we believe are key to an understanding of our financial statements. These are important accounting policies that require management's most difficult, subjective judgments.

Beneficial Conversion Feature of Convertible Notes Payable

A beneficial conversion feature ("BCF") exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note. BCF of a convertible note is a reduction of the carrying amount of the convertible note, as a debt discount, and is credited to additional paid-in-capital. Such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.

A contingent beneficial conversion feature in a convertible note payable with conversion terms that change upon the occurrence of a future event (ex: fair value of the underlying stock declines after the note issuance date) is recognized until the contingency is resolved.

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In March 2016, the FASB issued the final guidance to clarify the principal versus agent guidance (i.e., whether an entity should report revenue gross or net). In April 2016, the FASB issued final guidance to clarify identifying performance obligation and the licensing implementation guidance. In May 2016, FASB updated the guidance in ASU No. 2014-09, which updated implementation of certain narrow topics within ASU 2014-09. Finally, in December 2016, the FASB issued several technical corrections and improvements, which clarify the previously issued standards and corrected unintended application of previous guidance. These standards (collectively "ASC 606") will be effective for annual periods beginning after December 15, 2017 (as amended in August 2015, by ASU 2015-14, Deferral of the Effective Date), and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the applications of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We adopted this ASU on January 1, 2018 and the adoption did not have any impact to the Company's financial statements.

Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 Leases (ASU 2016-2), which establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and is not expected to have a significant impact on our financial statements or disclosures.

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MANAGEMENT

Directors and Executive Officers

The following persons are our executive officers and directors, and hold the offices set forth opposite their names.


Name	Age	Position
Jeffrey Mackay	53	CEO, President and Director
John O'Keefe	69	CFO, Treasurer and Director
Dr. Ash Husain	73	CTO

Our Board of Directors consists of one member. We do not have any independent, non-executive directors. We currently do not pay any cash remuneration for acting as a Director but expect to do so in the future as the Board is expanded. We intend to reimburse Independent Directors for their expenses, if any, for attendance at meetings of the Board of Directors.

The following is a brief account of the business experience during the past five years of each of our directors and executive officers:

Jeffrey Mackay - CEO, President and Director

Jeffrey Mackay became our President and Director at inception in 2012 and has had primary responsibilities for our operations and business since. Since inception in 2005, he has also been the CEO and a director of TEO Inc. Mackay is an inventor on several of the TEO patents and is majority shareholder of TEO Inc.

Mr. Mackay has a diverse entrepreneurial and technical background, starting as a prototype machinist in what came to be Silicon Valley and progressing to become a quality engineer for General Dynamics air defense systems division before transitioning to law.

Mr. Mackay is an attorney licensed in California for over 18 years with a practice in Corporate and Securities Law. He has been Of Counsel at the firm of Rowe Mullen LLP since December 2014 and is also Of Counsel at Borton Petrini LLP beginning September 2018. Prior to 2014 he had a solo practice.

His practice includes mergers, acquisitions, private placements, registration statements, periodic and current reporting with the Securities and Exchange Commission, corporate governance and other compliance matters. He has had significant experience working with boards, executive management, accountants and auditing firms.

Mr. Mackay received his Juris Doctor Thomas Jefferson School of Law in 1997 with a Certificate in International Legal Process.

John O'Keefe – CFO, Treasurer and Director

John O'Keefe became our CFO, Treasurer and Director in August 2018. He has also been the CFO, Treasurer and a director of TEO Inc. since 2006

He is a highly seasoned senior executive with primary experience in all facets of the energy business. He is an accomplished veteran of running public companies in the US, Canada, and the UK with experience in many parts of the world. O'Keefe sits on the boards of two private corporations as well as being the Vice Chair of the Harvard Business School Club of Houston. He actively manages an unnamed private MLP energy fund that has no external shareholders with his company O'Keefe Capital Partners LP where he has been the Managing partner since 2005 consisting of immediate family only.

During his career, O'Keefe has played key roles in $13.6 billion of mergers, acquisitions, divestments, spin offs, and stock buy backs. He also successfully accessed the capital markets, working with operating and technical people at all levels to create shareholder value. He has played key roles in raising $4.3B of equity and issued $4.2B of debt and convertibles in his career.

O'Keefe was Executive VP and CFO of Fram Exploration from 2011 to 2012 , an early stage E&P company seeking to go public on the Oslo Stock Exchange. He was able to make the necessary board, corporate governance and financial reporting changes to get the Company qualified by the Norwegian securities authority. While there, O'Keefe managed a $25 million public company acquisition, a $40 million drilling joint venture, and raised $14 million of new funds.

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O'Keefe was also a Partner in the Houston, Texas practice of Tatum, LLC from 2010 to 2011. During his tenure, O'Keefe has operated as interim CFO for Lucas Energy, Inc. as well as providing capital raising support to Rooster Petroleum LLC, both of which are independent oil and gas companies. He was able to raise $14 million in equity and warrants for Lucas during the financial crisis. O'Keefe also led Blast Energy Services as President and CEO (2007-2009). For the prior three years, O'Keefe served as Blast Co-CEO & CFO where he raised $62 million in new funding and, jointly with the COO, turned the company around.

From 2000 to 2003, O'Keefe served as CFO of Ivanhoe Energy, a dual listed public E&P company in which he raised $90 million in new equity. Prior to 2000, he was VP of Investor Relations & Corporate Communications with Santa Fe Snyder and Oryx Energy Companies, two upstream Texas based NYSE companies. He played a lead role in merging the companies whereupon stockholders realized gains of $930 and $585 million respectively.

O'Keefe had a 22-year career with Sun Oil and 7 years with BP in the Refining, Marketing, and Upstream segments. He was sponsored by Sun to attend the PMD executive program at Harvard Business School in 1985. He earned an honors degree in Business from Portsmouth University and qualified as a Chartered Accountant at the London South Bank University while doing management training with BP.

Dr. Ash Husain, Ph.D. - CTO

Dr. Ash Husain became our CTO in August 2018. He has also been the CTO of TEO Inc. since 2006 .

Dr. Husain has been the Chief Technical Officer at CedarLane Natural Foods since 2011 where his primary role is to provide strategic scientific expertise in advancing a relatively new technology of High-Pressure Processing for commercializing refrigerated distribution of RTE meals and meal components. Dr. Husain is a member of the Institute of Food Technologists ("IFT") and is actively involved in the Non-thermal and Food Engineering divisions of IFT. Over the 40 years of his career, his passion and focus has been to search for an alternative sterilization technology to conventional thermal processing to deliver to consumers superior quality wholesome nutritious foods with enhanced food safety.

Dr. Husain received his Ph. D in Biochemical Engineering from the University of Massachusetts in 1972. He holds a M.Tech degree in Ag. and Mechanical Engineering from I I T, India. After a brief postdoctoral fellowship at Univ. of California, Davis in Biomedical Engineering (Cardiology), he began his industry career at Hunt Wesson in 1974 and he progressed to Director of Product Innovations & Technology Development at ConAgra Foods. Dr. Husain worked for M&M Mars s as New Business Development Manager where his responsibility was integration and application of pet Foods and Candy technology to new human foods.

Over the years of his career in industry, he collaborated with such international technical research centers and Universities as SIK, AIT, Avignon Food Research and Parma Institute and NCFST on a number of research projects including High Pressure and Microwave pasteurization/Sterilization of packaged foods. Dr. Husain has lectured at Universities in Product and Process Development, Food Processing and Engineering at Cal Poly and Chapman University.

He is on the advisory board of the UC Davis, Food Science program.

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Executive Compensation

The following table sets forth information concerning the total compensation paid or accrued by us during the two fiscal years ended December 31, 2017 and 2016 to:

	●	all individuals who served as our chief executive officer, chief financial officer or acted in a similar capacity for us at any time during the fiscal year ended December 31, 2017 and
	●	all individuals who served as executive officers of ours at any time during the fiscal year ended December 31, 2017 and received annual compensation during the fiscal year ended December 31, 2017 in excess of $100,000.

Summary Compensation Table

Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Total ($)

Jeffrey Mackay President		2017 2016		0 0		0 0		0 0		0 0		0 0

Note: The table above includes all cash compensation paid by the Company to the named executive.

Employment Agreements and Benefits

We do not currently provide any employee benefit or retirement programs. Our officers' salaries are determined by the Board of Directors. Officers and employees may receive bonuses from time to time in the form of cash or equity at the sole discretion of the Board of Directors.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Jeffrey Mackay - We have not currently entered into an employment agreement with Jeffrey Mackay, who has been an officer and director since inception. We may pay Mr. Mackay for services from time to time from available funds at no firm rate and only when requested. We expect to engage in a formal engagement with Mr. Mackay as our business operations continue to develop.

John O'Keefe - We have not currently entered into an employment agreement with John O'Keefe, who has been an officer and director since August 2018. We may pay Mr. O'Keefe for services from time to time from available funds at no firm rate and only when requested. We expect to engage in a formal engagement with Mr. O'Keefe as our business operations continue to develop.

Dr. Ash Husain - We have not currently entered into an employment agreement with Dr. Husain, who has been out CTO since August 2018. We may pay Dr. Husain for services from time to time from available funds at no firm rate and only when requested. We expect to engage in a formal engagement with Dr. Husain as our business operations continue to develop.

Outstanding Equity Awards

The following table reflects information for our executive officers named in the Summary Compensation Table, effective December 31, 2017.

Outstanding Equity Awards at Fiscal Year-End

Name	Number of securities underlying unexercised options exercisable (#)	Number of securities underlying unexercised options unexercisable (#)	Option exercise price ($)	Option expiration date
Jeffrey Mackay	-	-	-	-

Equity Compensation Plan Information

We do not currently have an equity compensation plan in place. The Board may implement a plan in the future but there are no plans pending at this time.

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Director Compensation

The Company currently has two Directors Jeffrey Mackay and John O'Keefe. Mr. O'Keefe did not become a director until August of 2018.

We do not have any independent, non-executive directors. We currently do not pay any cash remuneration for acting as a Director but expect to do so in the future as the Board is expanded. We intend to reimburse Independent Directors for their expenses, if any, for attendance at meetings of the Board of Directors.

The following table sets forth compensation received by our directors in the fiscal year ended December 31, 2017.

Name		Fees earned or paid in cash ($)				Stock awards ($)				Option awards ($)				All other compensation ($)				Total ($)
Jeffrey Mackay⁽¹⁾			0				0				0				0				0

⁽¹⁾	This table includes only his compensation which was expressly for service as a director. Mr. Mackay did not receive any other compensation as an executive officer—see the Summary Compensation Table above.

Certain Relationships and Related Transactions and Director Independence

In addition to the cash and equity compensation arrangements of our directors and executive officers discussed above under "Director Compensation" and "Executive Compensation," the following is a description of transactions since December 27, 2012 (inception), to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest.

There have not been any transactions meeting the criteria of the paragraph above.

Director Independence

Our Board of Directors presently consists of two members. Our Board of Directors has determined that Mr. Mackay and Mr. O'Keefe are not "independent," as defined by SEC rules adopted pursuant to the requirements of the Sarbanes-Oxley Act of 2002. Although our stock is not listed for trading on the Nasdaq Stock Market at this time, we are required to determine the independence of our directors by reference to the rules of a national securities exchange. In accordance with these requirements, we have determined that Jeffrey Mackay and John O'Keefe are not an "independent director," as determined in accordance with Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock Market, Inc.

Mr. Mackay and Mr. O'Keefe areexecutive officers of the Company, and therefore are not independent directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 1, 2018 , the beneficial ownership of TEO Foods Inc. common stock by each of our directors and named executive officers, each person known to us to beneficially own more than 5% of our common stock, and by the officers and directors of the Company as a group. Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and investment power (subject to applicable community property laws) and that person's address is c/o TEO Foods, Inc., 455 54^th Street Suite 102, San Diego, CA, 92114. Shares of common stock subject to options, warrants, convertible notes or preferred stock currently exercisable or convertible or exercisable or convertible within 60 days after October 1, 2018 are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible notes but are not deemed outstanding for computing the percentage of any other person.

	Shares		Percentage
Jeffrey H. Mackay (1)		97,666,500		97.1	%
John O'Keefe (2)		370,000		*
Dr. Ash Husain		175,000		*

Officers and Directors as a Group (3 persons)		98,211,500		97.5	%

* Less than 1%

(1)	Includes 6,337,500 shares held directly and 1,000,000 shares held by his spouse Alayna Mackay. Also includes 90,229,000 shares of common stock that are issuable upon conversion of 9,022,900 preferred shares held by TEO Inc. which are included since he is able to control the voting of those shares.

(2)	Includes 300,000 shares held by O'Keefe Capital Partners, Lp

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SELLING STOCKHOLDERS

This prospectus covers offers and sales of up to 4,097,290 shares of our common stock which may be offered from time to time by the selling stockholder identified in this prospectus. The selling stockholder may acquire a portion of these shares from time to time by exercising convertible notes granted by us.

The table below identifies the selling stockholder and shows the number of shares of common stock beneficially owned by the selling stockholder before and after this offering, and the numbers of shares offered for resale by the selling stockholder. Our registration of these shares does not necessarily mean that the selling stockholder will sell all or any of their shares of common stock. However, the "Shares of Common Stock Beneficially Owned after the Offering" columns in the table assume that all shares covered by this prospectus will be sold by the selling stockholder and that no additional shares of common stock will be bought or sold by the selling stockholder. No estimate can be given as to the number of shares that will be held by the selling stockholder after completion of this offering because the selling stockholder may offer some or all of the shares and, to our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 under the Securities Exchange Act and is not necessarily indicative of beneficial ownership for any other purpose. Applicable percentage ownership is based on 90,229,000 shares of common stock that are issuable upon conversion of 9,022,900 preferred shares held by TEO Inc. and 10,334,745 shares of common stock outstanding as of October 1, 2018 . In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of such person's common stock subject to options, warrants and convertible promissory notes exercisable or convertible within 60 days after October 1, 2018 are deemed to be outstanding. Except as otherwise noted, we believe that each stockholder named in the table has sole voting and investment power with respect to all shares of common stock shown as beneficially owned by it. The information with respect to beneficial ownership is based upon record ownership data provided by our transfer agent, information as supplied or confirmed by the selling stockholder or based upon our actual knowledge.

The following table sets forth the name of each selling stockholder, and, if applicable, the nature of any position, office, or other material relationship which each selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, the amount of shares of our common stock beneficially owned by such stockholder before the offering, the amount being offered for such stockholder's account, and the amount to be owned by such stockholder after completion of the offering.

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Name of Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to the Offering		Percentage of Shares of Common Stock Beneficially Owned Prior to the Offering			Number of shares Offered Pursuant to this Prospectus		Shares of Common Stock Beneficially Owned after the Offering (Number)		Shares of Common Stock Beneficially Owned after the Offering (Percent)
Jeffrey H. Mackay (1)		97,666,500		97.1	%		250,000		97,837,500		96.6	%
John O'Keefe (4)		370,000		*	%		370,000		0		0.0	%
Dr. Ash Husain		175,000		*	%		175,000		0		0.0	%
James L. Clough		200,000		*	%		200,000		0		0.0	%
Marc Preininger & Rene Preininger Jtwros		135,000		*	%		135,000		0		0.0	%
Michael Owen King		12,500		*	%		12,500		0		0.0	%
Stephen Spinak		12,500		*	%		12,500		0		0.0	%
Armen Arzoomanian & Amine Arzoomanian Jtwros		50,000		*	%		50,000		0		0.0	%
R. V. Edwards, Jr.		55,000		*	%		55,000		0		0.0	%
Conor Soraghan & Dina Miyoshi Jtwros		160,000		*	%		160,000		0		0.0	%
Steve A. Mcintee		10,000		*	%		10,000		0		0.0	%
Engineering Techniques, Inc.		40,000		*	%		40,000		0		0.0	%
Dian Syverson		20,000		*	%		20,000		0		0.0	%
Alan K. Babin		30,000		*	%		30,000		0		0.0	%
Stephen W. Carnes		60,000		*	%		60,000		0		0.0	%
Larry Powalisz		20,000		*	%		20,000		0		0.0	%
Athan Magganas		80,000		*	%		80,000		0		0.0	%
J. Mace Meeks		40,000		*	%		40,000		0		0.0	%
Devinder Singh		50,000		*	%		50,000		0		0.0	%
H. Rey Stroube III		100,000		*	%		100,000		0		0.0	%
Jonathan Jefferson & Kelly Jefferson		20,000		*	%		20,000		0		0.0	%
Christopher Scott Stavros		10,000		*	%		10,000		0		0.0	%
Prima Capital Group		16,000		*	%		16,000		0		0.0	%
Alayna C. Mackay (2)		97,666,500		97.1	%		250,000		6,837,500		96.6	%
Diane Mackay		162,500		*	%		162,500		0		0.0	%
Brenda Mackay		50,000		*	%		50,000		0		0.0	%
David G. Duckworth (3)		785,000		*	%		785,000		0		0.0	%
O'Keefe Capital Partners, Lp (5)		370,000		*	%		370,000		0		0.0	%
Joseph Syverson		40,000		*	%		40,000		0		0.0	%
Firs, Inc.		100,000		*	%		100,000		0		0.0	%
Anthony Macaluso		100,000		*	%		100,000		0		0.0	%
Aoife Soraghan		10,000		*	%		10,000		0		0.0	%
E. Eugene Eves II		20,000		*	%		20,000		0		0.0	%
Epic Worldwide Inc.		100,000		*	%		100,000		0		0.0	%
Highgarden Capital Growth, Inc.		204,420		*	%		204,420		0		0.0	%
Craig Coaches		102,687		*	%		102,687		0		0.0	%
CDN Associates, LLC.		256,683		*	%		256,683		0		0.0	%
* Less than 1%

(1)	Includes 6,337,500 shares held directly and 1,000,000 shares held by his spouse Alayna Mackay. Also includes 90,229,000 shares of common stock that are issuable upon conversion of 9,022,900 preferred shares held by TEO Inc. which are included since he is able to control the voting of those shares.

(2)	Includes 6,337,500 shares held by her spouse Jeffrey Mackay.

(3)	Includes a maximum of 600,000 shares convertible pursuant to a $100,000 promissory note.

(4)	Includes 300,000 shares held by O'Keefe Capital Partners, Lp.

(5)	Includes 70,000 shares held by John O'Keefe.

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DESCRIPTION OF CAPITAL STOCK

General Background

Our authorized capital stock currently consists of 490 million shares of Common stock, $0.001 par value, and 10 million shares of preferred stock, $0.001 par value.

As of October 1, 2018 , the Company had 10,334,745 outstanding shares of Common Stock. There are currently 90,229,000 shares of Common Stock reserved for issuance underlying conversion of the 9,022,900 outstanding Preferred Shares. There are no outstanding options and/or warrants. The Company's board of directors reserves the right to issue options or warrants in its discretion in the future.

Common Stock

Except as required by law, holders of our common stock are entitled to vote on all matters as a single class, and each holder of common stock is entitled to one vote for each share of common stock owned. Holders of common stock do not have cumulative voting rights.

Holders of our common stock are entitled to receive ratably any dividends that may be declared by the board of directors out of legally available funds, subject to any preferential dividend rights of any outstanding preferred stock. Upon any liquidation, dissolution, or winding up of TEO Foods, Inc., holders of our common stock are entitled to share ratably in all assets remaining available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

Holders of our common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock which we may designate and issue in the future without further stockholder approval.

Our common stock is not currently traded on any national securities exchange or quoted on the OTC Bulletin Board under any symbol.

Preferred Stock

We are authorized to issue 10,000,000 shares of Class "A" Preferred Stock, $0.001 par value per share.

Class "A" Preferred Stock consists of 10,000,000 shares of the 10,000,000 authorized Preferred Stock; and have the following terms:

Class "A" Preferred Stock

Designation and Amount. The shares of such series shall be designated as Class "A" Preferred Stock and the number of shares constituting such series shall be Ten Million (10,000,000) with a par value of $0.001 per share. Such number of shares may be increased or decreased from time-to-time by resolution of the Board of Directors; provided, however, that such number may not be decreased below the number of then currently outstanding shares of Class "A" Preferred Stock.

2.	Dividends and Distributions. The holders of this Preferred Stock shall be entitled to dividends, if any, as declared by the Company and shall participate pari passu with the Common Stock of the Company at the Conversion Rate in Section 4 (a) below.

3.	Voting Rights. The holders of shares of Class "A" Preferred Stock shall have the following rights:

Number of Votes: Each holder of outstanding shares of Class "A" Preferred Stock shall be entitled to One Hundred (100) votes for each share of Class "A" Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or consideration. Except as provided by Nevada statutes or Section 3(b) below), holders of Class "A" Preferred Stock shall vote together with the holders of Common Stock as a single class.

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Adverse Effects. The Company shall not amend, alter or repeat the preferences, rights, powers or other terms of the Class "A" Preferred Stock so as to affect adversely the Class "A" Preferred Stock or the holders thereof without the written consent or affirmative vote of the holders of at least a majority of the outstanding Class "A" Preferred Stock given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class.

4.	Conversion

a.	Conversion Rate. Each share of Class "A" Preferred Stock may be converted by the holder upon request of the holder into ten (10) shares of Common Stock.

Termination of Rights on Conversion. All shares of Class "A" Preferred Stock voluntary converted as herein provided shall no longer be deemed to be outstanding, and all rights with respect to such shares shall immediately cease and terminate on conversion, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Class "A" Preferred Stock so converted shall be retired and reduce the number of shares of designated Class "A" Preferred Stock only with such retired shares being then available for designation in another preferred class by the Board of Directors.

No Impairment. The Company will not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, share exchange, share split, share reverse, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Class "A" Preferred Stock against impairment.

5.	Liquidation, Dissolution or Winding Up

Liquidation Value. Each share of the Class "A" Preferred Stock shall be deemed converted into shares of Common Stock at the Conversion Rate and shall participate pari passu with the Common Stock of the Company in the proceeds available to the Company's shareholders upon the liquidation, dissolution, or winding up the Company.

Business Combinations. Neither the consolidation, merger or other business combination of the Company with or into any other person/s or entity nor the sale of all or substantially all of the assets of the Company shall be deemed to be a liquidation, dissolution or winding up of the Company for purposes of this Section 5.

6.	Miscellaneous Provisions

Closing of Books. The Company will at no time close its transfer books against the transfer of any shares of Class "A" Preferred Stock or of any share of the Common Stock issued or issuable upon the conversion of Class "A" Preferred Stock in any manner which interferes with the timely conversion of such Class "A" Preferred Stock.

b.	Headings of Subdivisions. The headings of the various Sections and other subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

Severability of Provisions. If any powers, preferences and relative participating, optional and other special rights of the Class "A" Preferred Stock and qualifications, limitations and restrictions thereon set forth herein is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other powers, preferences and relative participating, optional and other special rights of Class "A" Preferred Stock and qualifications, limitations and restrictions thereon set forth therein which can be given effect without the invalid, unlawful or unenforceable powers, preferences and relative participating, optional and other special rights of Class "A" Preferred Stock and qualifications, limitations and restrictions thereon shall, nevertheless, remain in full force and effect, and no powers, preferences and relative participating, optional or other special rights of Class "A" Preferred Stock and qualifications, limitations and restrictions thereon herein set forth shall be deemed dependent upon any other such powers, preferences and relative participating, optional or other special rights of Class "A" Preferred Stock and qualifications, limitations and restrictions thereon unless expressed herein.

Warrants

We have no warrants to purchase common shares outstanding as of the date of this prospectus.

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Anti-Takeover Effects of Certain Provisions of Our Articles of Incorporation and Our Bylaws

Certain provisions of our Articles of Incorporation and Bylaws may make it more difficult to acquire control of us by various means. These provisions could deprive our stockholders of opportunities to realize a premium on the shares of common stock owned by them. In addition, these provisions may adversely affect the prevailing market price of our stock.

Preferred Stock. Our Articles of incorporation authorize our board of directors to issue from time to time any series of preferred stock and fix the voting powers, designation, powers, preferences and rights of the shares of such series of preferred stock. The issued and outstanding Preferred shares have 100 for 1 voting rights which could have the effect of deterring or delaying attempts by our Common stockholders to remove or replace management, engage in proxy contests and/or effect changes in control. We have 10,334,745 issued and outstanding Common share which have one vote for each share. The 9,022,900 issued Preferred shares would be able to cast 902,290,000 votes on most matters that the Common shareholders would be entitled to vote. This results in the Preferred shareholders having significantly more influence in shareholder votes.

Authorized Common Stock. Our authorized but unissued shares of common stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. Our Articles of incorporations authorize 490,000,000 common shares and 10,334,745 are issued and outstanding as of the date of this prospectus.

The Nevada Revised Statutes, or NRS, provides generally that the affirmative vote of a majority of the shares outstanding and entitled to vote is required to amend a corporation's certificate of incorporation. Our bylaws may be amended generally by the affirmative vote of a majority of the shares entitled to vote thereon or by the act of a majority of our directors.

Statues Not Applicable. Our Articles of Incorporation state that the provisions of Nevada Revised Statutes 78.378 through 78.3793, inclusive, regarding the voting of a controlling interest in stock of Nevada Corporation and 78.411 through 78.444, inclusive, regarding combinations with interested stockholders, shall not be applicable to this Corporation.

Indemnification of Directors and Officers

Our Bylaws provide that, to the extent and in the manner permitted by the laws of the State of Nevada, and specifically as is permitted under the Nevada Revised Statutes, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding.

Disclosure of Commission's Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors and officers, we have been advised that, although the validity and scope of the governing statute have not been tested in court, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In addition, indemnification may be limited by state securities laws.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Continental Stock Transfer, 1 State Street, 30th Floor, New York, NY 10004.

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PLAN OF DISTRIBUTION

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;
	●	privately negotiated transactions;
	●	to cover short sales made after the date this Registration Statement is declared effective by the Securities and Exchange Commission;
	●	broker-dealers may agree with the selling stockholder to sell a specified number of such shares at a stipulated price per share;
	●	a combination of any such methods of sale; and
	●	any other method permitted pursuant to applicable law.

The selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling stockholder may from time to time pledge or grant a security interest in some or all of the shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholder to include the pledgee, transferee or other successors in interest as selling stockholder under this prospectus.

Upon being notified in writing by the selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will, if then required, file a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon the being notified in writing by the selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, we will, if then required, file a supplement to this prospectus in accordance with applicable securities law.

The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

- 28 -

The selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling stockholder and/or the purchasers. The selling stockholder has represented and warranted to us that it acquired the securities subject to this registration statement in the ordinary course of such selling stockholder's business and, at the time of its purchase of such securities such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

We have advised the selling stockholder that it may not use shares registered on this registration statement to cover short sales of common stock made before the date on which this registration statement shall have been declared effective by the Securities and Exchange Commission. If the selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and the Securities Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the selling stockholder in connection with resales of its shares under this registration statement.

We will pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock.

LEGAL MATTERS

Selected legal matters with respect to the validity of the securities offered by this prospectus have been passed upon for us by Bonner & Associates, La Jolla, California.

EXPERTS

Our financial statements as of and for the fiscal years ended December 31, 2017 and 2016, included in this prospectus have been audited by GBH CPAs. PC., an independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in this prospectus and have been so included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC for the stock offered pursuant to this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. For further information with respect to us and the common stock offered hereby, please refer to the registration statement and its exhibits and schedules for further information relating to us and our common stock.

We will be subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and in accordance therewith file reports, proxy statements and other information with the Securities and Exchange Commission. Such reports, proxy statements, other information and a copy of the registration statement may be inspected by anyone without charge and copies of these materials may be obtained upon the payment of the fees prescribed by the Securities and Exchange Commission, at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The registration statement and the reports, proxy statements and other information filed by us are also available through the Securities and Exchange Commission's internet website at the following address: http://www.sec.gov.

- 29 -

INDEX TO FINANCIAL STATEMENTS

	Page

Report of Independent Registered Public Accounting Firm	F - 2
Balance Sheets as of December 31, 2017 and 2016	F - 3
Statements of Operations for the years ended December 31, 2017 and 2016	F - 4
Statements of Cash Flows for the years ended December 31, 2017 and 2016	F - 5
Statement of Stockholders' Deficit for the years ended December 31, 2017 and 2016	F - 6
Notes to Financial Statements	F - 7

Unaudited Balance Sheets as of June 30, 2018 and December 31, 2017	F - 13
Unaudited Statements of Operation for the Six-month period ended June 30, 2018	F - 14
Unaudited Statements of Cashflows for the Six-month period ended June 30, 2018	F - 15
Notes to Financial Statements	F - 16

- 30 -

TEO Foods Inc.

Annual Reports

DECEMBER 31, 2017 AND 2016

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the board of directors of
Teo Foods, Inc.
San Diego, California

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Teo Foods, Inc. (the "Company") as of December 31, 2017 and 2016, the related statements of operations, stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Other matters

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

We have served as the Company's auditor since 2018.

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas

August 10, 2018

F-2

TEO Foods Inc.

BALANCE SHEETS

DECEMBER 31, 2017 AND 2016

	December 31,
	2017			2016
Assets
Total assets	$	-		$	-

Liabilities and stockholders' deficit
Current liabilities
Advances from related party	$	-		$	5,670
License fee payable - current portion		370,000			-
Notes payable		30,000			-
Total current liabilities		400,000			5,670
License fee payable - long-term portion		600,000			-
Total liabilities		1,000,000			5,670

Stockholders' deficit
Class A preferred shares, $0.001 par value, 10,000,000 shares authorized, 10,000,000 and 0 shares issued and outstanding, respectively		10,000			-
Common stock, $0.001 par value, 490,000,000 shares authorized, 0 shares issued and outstanding		-			-
Accumulated deficit		(1,010,000	)		(5,670	)
Total stockholder's deficit		(1,000,000	)		(5,670	)
Total liabilities and stockholders' deficit	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-3

TEO Foods Inc.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

	2017			2016


Revenues	$	-		$	-

Operating expenses
General and administrative expenses		799			700
Management fees		3,531			-
Total operating expenses		4,330			700

Net loss	$	(4,330	)	$	(700	)

Loss per common share – basic and diluted		N/A			N/A
Weighted average common shares outstanding- basic and diluted		-			-

The accompanying notes are an integral part of these financial statements.

F-4

TEO Foods Inc.

STATEMENTS OF CASH FLOW

FOR THE PERIOD ENDED DECEMBER 31, 2017 AND 2016

	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,330	)	$	(700	)
Net cash used in operating activities		(4,330	)		(700	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		4,330			700
Proceeds from notes payable		30,000			-
Payment of deemed dividend to Teo Inc. for license		(30,000	)		-
Net cash provided by financing activities		3,630			700

Net cash increase (decrease)		-			-
Cash at beginning of year		-			-
Cash at end of year	$	-		$	-

SUPPLEMENTAL INFORMATION
Cash paid for:
Income taxes	$	-		$	-
Interest	$	-		$	-
Non-cash investing and financing transactions:
Note issued to acquire license from Teo Inc. treated as deemed dividend	$	1,000,000		$	-
Issuance of preferred shares to settle payable to Teo Inc.	$	10,000		$	-

The accompanying notes are an integral part of these financial statements.

F-5

TEO Foods Inc.

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD ENDED DECEMBER 31, 2017 AND 2016

	Preferred Stock
	Shares		Amount		Accumulated Deficit			Total Stockholders' Deficit
Balance at December 31, 2015		-	$	-	$	(4,970	)	$	(4,970	)
Net loss		-		-		(700	)		(700	)
Balance at December 31, 2016		-		-		(5,670	)		(5,670	)
Issuance of preferred stock to settle amount owed to Teo Inc.		10,000,000		10,000		-			10,000
Deemed dividend to Teo Inc.						(1,000,000	)		(1,000,000	)
Net loss		-		-		(4,330	)		(4,330	)
Balance at December 31, 2017		10,000,000	$	10,000	$	(1,010,000	)	$	(1,000,000	)

The accompanying notes are an integral part of these financial statements.

F-6

TEO Foods Inc.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Teo Foods Inc. ("TEO Foods" or the "Company") was incorporated in the state of Nevada on December 27, 2012. The Company's principal activity is to produce and sell packaged food products for retail in the frozen, refrigerated and shelf stable categories. The Company has a license to use the TEO name and logo on food products it sells and to apply the TEO pasteurization/sterilization processes to its products for improved shelf life and safety.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has suffered recurring losses from operations and has insufficient working capital as of December 31, 2017 to develop its business plan and meet its obligation of the next 12 months. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales of packaged food products. These financial statements do not include any adjustments to classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to obtain funds for operations through continued financial support from its stockholders, debt and private offerings of its equity.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity date of three months or less, when purchased, to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F-7

TEO Foods Inc.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

Fair Value of Financial Instruments

Fair value is defined as the price that would be received in the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company has categorized all investments recorded at fair value based upon the level of judgment associated with the inputs used to measure their fair value.

Hierarchical levels, directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

● Level 1: Quoted prices in active markets for identical assets or liabilities that the organization has the ability to access at the reporting date.

● Level 2: Inputs other than quoted prices included in Level 1, which are either observable or that can be derived from or corroborated by observable data as of the reporting date.

● Level 3: Inputs include those that are significant to the fair value of the asset or liability and are generally less observable from objective resources and reflect the reporting entity's assumptions about the assumptions market participants would use in pricing the asset or liability.

The Company's financial instruments consist of advances from a related party, notes payable and license fee payable. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of the respective instruments.

Loss Per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Securities with anti-dilutive effects on net earnings (loss) per share are excluded. As of December 31, 2017, preferred shares convertible to 100,000,000 common shares were excluded from the calculation of loss per common share because its inclusion would have been anti-dilutive.

F-8

TEO Foods Inc.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

Recent Accounting Pronouncements

NOTE 3 – ROYALTY AND LICENSE AGREEMENT

On September 30, 2017, the Company entered into a Master Agreement with TEO Inc. ("TEO") TEO is the founder and majority controlling shareholder of the Company. The Master Agreement provides the Company a license to use the TEO name and logo on food products it sells and to apply TEO's pasteurization/sterilization processes to its products for improved shelf life and safety. Additional provisions provide the Company production rights to TEO's pasteurizer/sterilizer and rights to lease its own system when certain sales/production increase. Pursuant to the master agreement, the Company agreed to pay an initial $1 million fee in installments with $100,000 due on June 30, 2018, $300,000 due on December 31, 2018 and the remaining $600,000 due in 12 equal monthly payments with the first payment due on January 31, 2019. During 2017, the Company paid $30,000 toward its initial payment due June 30, 2018. Commencing January 1, 2020, a use/royalty and service fee of 5.5% of the Company's gross revenue for food sales processed using TEO's intellectual property is payable quarterly. The ongoing licensing is maintained by meeting minimum annual use/royalty and service fees. The Company may pay for the difference between the actual use and the minimum to maintain the license. The annual minimum is listed as follows:

Year		Minimum use/royalty and service fee
2020		$ 500,000
2021		750,000
2022		1,000,000
Thereafter		Increase 10% per year

As a result of TEO being the majority shareholder of the Company and TEO's basis in the license being $0, the Company recorded a deemed dividend of $1 million for the initial fee payable to TEO. As of December 31, 2017, the current portion of the license fee payable was $370,000 and the long-term portion of the license fee payable was $600,000.

F-9

TEO Foods Inc.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

NOTE 4 – NOTES PAYABLE

During the year ended December 31, 2017, the Company issued four notes for an aggregate principal of $30,000. These notes bear annual interest at 4% and matured on April 6, 2018. As of December 31, 2017, the outstanding balance of notes payable was $30,000. On July 31, 2018, these notes and the interest due were converted to common shares at $0.10 per share.

NOTE 5 - RELATED PARTY TRANSACTIONS

Master Agreement with TEO Inc.

On September 30, 2017, the Company entered into a Master Agreement with TEO. See Note 3.

Preferred Share Issuance and Conversion

On December 27, 2017, the Company issued all of the 10,000,000 Class A preferred shares to TEO to settle an outstanding payable to TEO of $10,000.

NOTE 6 – EQUITY

Preferred Stock

Each share of Class A Preferred Stock may be converted by the holder upon request of the holder into 10 shares of Common Stock. Each holder is entitled to 100 votes for each share of Class A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The holders are entitled to dividends, if any, as declared by the Company and participate pari passu with the Common Stock of the Company at the conversion rate.

On December 27, 2017, the Company issued all of the 10,000,000 Class A preferred shares to TEO to settle an outstanding payable of $10,000.

F-10

TEO Foods Inc.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2017 AND 2016

NOTE 7 – SUBSEQUENT EVENTS

Preferred Share Conversion

On March 31, 2018, TEO Inc. converted 977,100 Class A Preferred shares to common stock resulting in the issuance of 9,771,000 common shares to TEO Inc. TEO Inc. directed that the common shares resulting from the conversion be issued to the shareholders of TEO Inc. The common shares were issued to 31 shareholders with 78% of the shares issued controlled by the Company's sole officer and director.

Co-Pack Agreement

Targa is currently the Company's only vendor contracted to produce its products. The Company expects to maintain this relationship with Targa. Targa has informally agreed to support placement of the Company's non-competing products where its products are distributed.

On July 30, 2018, the Company entered into a Stock Purchase Agreement with NERYS USA Inc. to purchase all of the issued and outstanding equity of Targa. The purchase price includes $500,000 in cash, a $740,000 Secured Convertible Promissory note and 15,000,000 common shares of the Company. The closing of this transaction shall be held on the later of October 1, 2018 or the satisfaction or waiver of the conditions specified in the Stock Purchase Agreement. There can be no assurance as to when or if the acquisition of Targa will ever occur.

Issuance of Note Payable

During the six months ended June 30, 2018, the Company issued four notes to third parties for an aggregate principal of $25,000. These notes bear annual interest at 4% and matured on April 6, 2018. These notes were settled with common shares on July 31, 2018.

Issuance of Convertible Note Payable

On June 28, 2018, the Company commenced an offering of up to $600,000 in debt through the sale of promissory notes. The notes are for a two-year term and bear an 8% interest rate due at maturity. The notes are convertible into the Company's common shares at a 20% discount to the 30-day average bid price of the Company's common shares as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange and at no rate lower than $0.20 per share. As of July 31, 2018, the Company has sold $100,000 to one investor. The debt offering remains outstanding until such time as the Company determined to terminate the offering.

Settlement of Notes Payable

On July 31, 2018, the Company issued 563,745 common shares to three note holders as payment for principal and interest due on eight notes totaling $55,000 and interest totaling $1,375.

Note Payable

On July 31, 2018, the Company issued a Note for $100,000 in principal bearing interest at 8% maturing on October 31, 2018.

F-11

TEO Foods Inc.

Second Quarter Report

June 30, 2018

F-12

TEO Foods Inc.

BALANCE SHEETS

JUNE 30, 2018 AND DECEMBER 31, 2017

(UNAUDITED)

	June 30, 2018			December 31, 2017
Assets
Cash and cash equivalents	$	82,100		$	-
Total assets	$	82,100		$	-

Liabilities and stockholders' deficit
Current liabilities
Accounts payable and accrued expenses	$	3,670		$	-
Advances from related party		374			-
License fee payable - current portion		927,000			370,000
Notes payable		55,000			30,000
Convertible note payable		100,000			-
Total current liabilities		1,086,044			400,000
License fee payable - long-term portion		-			600,000
Total liabilities		1,086,044			1,000,000
Stockholders' deficit
Preferred shares, $0.001 par value, 10,000,000 shares authorized, 9,022,900 and 10,000,000 shares issued and outstanding, respectively		9,023			10,000
Common stock, $0.001 par value, 490,000,000 shares authorized, 9,771,000 and 0 shares issued and outstanding, respectively		977			-
Accumulated deficit		(1,013,944	)		(1,010,000	)
Total stockholder's deficit		(1,003,944	)		(1,000,000	)
Total liabilities and stockholders' deficit	$	82,100		$	-

The accompanying notes are an integral part of these financial statements.

F-13

TEO Foods Inc.

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2018, AND 2017

(UNAUDITED)

	2018			2017

Revenue	$	-		$	-

Operating expenses
General and administrative expenses		2,774			-
Other expense
Interest expense		1,170			-
Net loss	$	(3,944	)	$	-

Loss per common share – basic and diluted	$	(0.00	)		N/A
Weighted average common shares outstanding - basic and diluted		4,966,475			-

The accompanying notes are an integral part of these financial statements.

F-14

TEO Foods Inc.

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017

(UNAUDITED)

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,944	)	$	-
Adjustments to reconcile net loss to net cash used in operations:
Change in operating assets and liabilities:
Accounts payable and accrued expenses		3,670			-
Net cash used in operating activities		(274	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Advance from related party		374			-
Proceeds from notes payable		25,000			-
Proceeds from convertible note payable		100,000
Payment of deemed dividend to Teo Inc. for license		(43,000	)		-
Net cash provided by financing activities		82,374			-

Net cash increase for the period		82,100			-
Cash at beginning of the period		-			-
Cash at end of the period	$	82,100		$	-

SUPPLEMENTAL INFORMATION
Cash paid for:
Income taxes	$	-		$	-
Interest	$	-		$	-
Non-cash investing and financing transactions:
Conversion of preferred stock to common stock	$	977		$	-

The accompanying notes are an integral part of these financial statements.

F-15

TEO Foods Inc.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has suffered recurring losses from operations and has insufficient working capital as of June 30, 2018 to develop its business plan and meet its obligation of the next 12 months. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the Company's ability to obtain necessary equity or debt financing to continue operations, and ultimately the Company's ability to generate profit from sales of packaged food products. These financial statements do not include any adjustments to classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company plans to obtain funds for operations through continued financial support from its stockholders, debt and private offerings of its equity.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accompanying interim financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. Generally Accepted Accounting Principles ("GAAP") for complete financial statements. The December 31, 2017 balance sheet included herein was derived from audited financial statements as of that date. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim financial statements are read in conjunction with the audited financial statements and notes for the year ended December 31, 2017. In the opinion of management, the unaudited interim financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company's financial position as of June 30, 2018 and the results of operations for the six months ended June 30, 2018 and 2017.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity date of three months or less, when purchased, to be cash equivalents.

F-16

TEO Foods Inc.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

Beneficial Conversion Feature of Convertible Notes Payable

Use of Estimates

Fair Value of Financial Instruments

Hierarchical levels, directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

● Level 1: Quoted prices in active markets for identical assets or liabilities that the organization has the ability to access at the reporting date.

● Level 2: Inputs other than quoted prices included in Level 1, which are either observable or that can be derived from or corroborated by observable data as of the reporting date.

F-17

TEO Foods Inc.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

Loss Per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Securities with anti-dilutive effects on net earnings (loss) per share are excluded. As of June 30, 2018 preferred shares convertible to 90,229,000 common shares were excluded from the calculation of loss per common share because its inclusion would have been anti-dilutive. As of December 31, 2017, preferred shares convertible to 100,000,000 common shares were excluded from the calculation of loss per common share because its inclusion would have been anti-dilutive.

Accounting Pronouncements Recently Adopted and Recent Accounting Pronouncements

NOTE 3 – ROYALTY AND LICENSE AGREEMENT

On September 30, 2017, the Company entered into a Master Agreement with TEO Inc. ("TEO") TEO is the founder and majority controlling shareholder of the Company. The Master Agreement provides the Company a license to use the TEO name and logo on food products it sells and to apply TEO's pasteurization/sterilization processes to its products for improved shelf life and safety. Additional provisions provide the Company production rights to TEO's pasteurizer/sterilizer and rights to lease its own system when certain sales/production increase. Pursuant to the master agreement, the Company agreed to pay an initial $1 million fee in installments with $100,000 due on June 30, 2018, $300,000 due on December 31, 2018 and the remaining $600,000 due in 12 equal monthly payments with the first payment due on January 31, 2019. During the six months ended June 30, 2018, the Company paid $43,000 toward its initial payment due June 30, 2018. Commencing January 1, 2020, a use/royalty and service fee of 5.5% of the Company's gross revenue for food sales processed using TEO's intellectual property is payable quarterly. The ongoing licensing is maintained by meeting minimum annual use/royalty and service fees. The Company may pay for the difference between the actual use and the minimum to maintain the license. The annual minimum is listed as follows:

F-18

TEO Foods Inc.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

Year		Minimum use/royalty and service fee
2020		$ 500,000
2021		750,000
2022		1,000,000
Thereafter		Increase 10% per year

As a result of TEO being the majority shareholder of the Company and TEO's basis in the license being $0, the Company recorded a deemed dividend of $1 million for the initial fee payable to TEO. As of June 30, 2018, the current portion of the license fee payable was $927,000.

NOTE 4 - RELATED PARTY TRANSACTIONS

Preferred Share Issuance and Conversion

On March 31, 2018, the Company issued 9,771,000 common shares to TEO Inc. for the conversion of 977,100 Class A Preferred Stock. TEO Inc. directed that the common shares resulting from the conversion be issued to the shareholders of TEO Inc. The common shares were issued to 31 shareholders with 78% of the shares controlled by our sole officer and director.

NOTE 5 – CONCENTRATIONS

Co-Pack Agreement

F-19

TEO Foods Inc.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

NOTE 6 - NOTES PAYABLE

During the six months ended June 30, 2018, the Company issued four notes for an aggregate principal of $25,000. These notes bear annual interest at 4% and matured on April 6, 2018. As of June 30, 2018, and December 31, 2017, the outstanding balance of notes payable was $55,000 and $30,000, respectively. On July 31, 2018, these notes and the interest due were converted to common shares at $0.10 per share.

NOTE 7 - CONVERTIBLE NOTES PAYABLE

On June 28, 2018, the Company commenced an offering of up to $600,000 in debt through the sale of promissory notes. The notes are for a two-year term and bear an 8% interest rate due at maturity. The notes are convertible into the Company's common shares at a 20% discount to the 30-day average bid price of the Company's common shares as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange and at no rate lower than $0.20 per share. As of June 30, 2018, the Company has sold $100,000 to one investor. The Company will evaluate the beneficial conversion feature of the note upon the conversion date.

NOTE 8 – EQUITY

Preferred Stock

Each share of Class A Preferred Stock may be converted by the holder upon request of the holder into 10 shares of common stock. Each holder is entitled to 100 votes for each share of Class A Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Company for their action or consideration. The holders are entitled to dividends, if any, as declared by the Company and participate pari passu with the common stock of the Company at the conversion rate.

Preferred Share Conversion

On March 31, 2018, the Company issued, 9,771,000 common shares to TEO Inc. for the conversion of 977,100 Class A Preferred Stock. See Note 4.

F-20

TEO Foods Inc.

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

(UNAUDITED)

NOTE 9 - SUBSEQUENT EVENTS

Stoc Purchase Agreement

On July 30, 2018, the Company entered into a Stock Purchase Agreement with NERYS USA Inc. to purchase all of the issued and outstanding equity of Targa. The purchase price includes $500,000 in cash, a $740,000 Secured Convertible Promissory note and 15,000,000 common shares of the Company. The closing of this transaction shall be held on the later of October 1, 2018 or the satisfaction or waiver of the conditions specified in the Stock Purchase Agreement. There can be no assurance as to when or if the acquisition of Targa will ever occur.

Settlement of Notes Payable

On July 31, 2018, the Company issued 563,745 common shares to three note holders as payment for principal and interest due on eight notes totaling $55,000 and interest totaling $1,375.

Note Payable

On July 31, 2018, the Company issued a Note for $100,000 in principal bearing interest at 8% maturing on October 31, 2018.

F-21

TEO Foods, Inc.

PROSPECTUS

All dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

- 31 -

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth expenses in connection with the issuance and distribution of the securities being registered. All amounts shown are estimated, except the SEC registration fee.

SEC registration fee	$	103
Legal fees and expenses	$	2,000
Accountants' fees and expenses	$	6,500
Miscellaneous fees	$	1,000
Total	$	9,103

Item 14. Indemnification of Directors and Officers

Item 15. Recent Sales of Unregistered Securities

The securities that we issued or sold within the past three fiscal years and were not registered with the Securities and Exchange Commission are described below.

1. Preferred Share Issuance

On December 27, 2017, the Company issued all of the Class A preferred shares to TEO to settle outstanding payable of $10,000.

3. Notes Payable and Conversion

During the year ended December 31, 2017, the Company issued four notes for an aggregated principal of $30,000. These notes bear annual interest at 4% and matured on April 6, 2018. As of December 31, 2017, notes payable was $30,000.

During the six months ended June 30, 2018, the Company issued four notes for an aggregated principal of $25,000. These notes bear annual interest at 4% and matured on April 6, 2018.

On July 31, 2018, the Company issued 563,745 common shares at a price of $0.10 per share to the three note holders as payment for principal and interest due on all eight notes totaling $55,000 and interest totaling $1,375.

II-1

2. Preferred Share Issuance and Conversion

On March 31, 2018, the Company issued 9,771,000 common shares to TEO Inc. for the conversion of 977,100 Class A Preferred Stock. TEO Inc. directed that the common shares resulting from the conversion be issued to the shareholders of TEO Inc. pursuant to the schedule provided. The common shares were issued to 35 shareholders with 73.3% of the issued shares controlled by our sole officer and director.

3. Issuance of Convertible Note Payable

On June 28, 2018, the Company commenced a private offering of up to $600,000 in debt through the sale of promissory notes. The notes are for a two-year term and bear an 8% interest rate due at maturity. The notes are convertible into the Company's common shares at a 20% discount to the 30-day average bid price of the Company's common shares as may be quoted on the OTCQB, OTCQX or listing on a national stock exchange and at no rate lower than $0.20 per share. As of July 31, 2018, the Company has sold $100,000 to one investor.

4. Note Payable

On July 31, 2018, the Company issued a note for $100,000 in principal bearing interest at 8% maturing on October 31, 2018.

The offerings of the securities described in Paragraphs 1 through 3 above were exempt from registration under Section 3(a)(9) (in the case of conversions) or regulation S or regulation D or Section 4(2) of the Securities Act of 1933.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit No.		Description

3.1*		Amended and Restated Articles of Incorporation of TEO Foods, Inc.
3.2*		Bylaws of TEO Foods, Inc.

5.1*		Opinion of Bonner & Associates.

10.1*		Master Agreement with TEO Inc. effective September 30, 2017
10.2*		Co-Pack Agreement with TARGA. Effective April 20, 2018

10.3*		Form of Securities Purchase Agreement. We entered into respective agreements on this form with 1 purchaser in June 2018.
10.3.1*		Form of Secure Convertible Note.

10.4*		Promissory Note July 31st, 2018.

10.5*		Stock Purchase Agreement between NERYS USA Inc. and TEO Foods, Inc effective July 30, 2018

23.1*		Consent of GBH CPAs. PC, independent registered public accounting firm.
23.2*		Consent of Bonner & Associates (Included in Exhibit 5.1).

____________

*	Filed herewith
**	Furnished herewith
+	Each of these Exhibits constitutes a management contract, compensatory plan, or arrangement.

(b)	Financial Statement Schedules.

The financial statement schedules have been omitted because they are not applicable, not required, or the information is included in the financial statements or notes thereto.

II-2

Item 17. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4 For determining liability of the undersigned registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

A. Any preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

B. Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

C. The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

D. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 1, 2018 .

TEO FOODS, INC.

By:	/s/ Jeffrey Mackay
Name:	Jeffrey Mackay
Title:	CEO, President
	(Principal Executive Officer )

By:	/s/ John O'Keefe
Name:	John O'Keefe
Title:	CFO, Treasurer
	(Principal Accounting Officer )

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated.

Date: October 1, 2018	/s/ Jeffrey Mackay
	Jeffrey Mackay, Director,
	Principal Executive Officer)

Date: October 1, 2018	/s/ John O'Keefe
	John O'Keefe, Director,
	Principal Accounting Officer)

II-4

EX-3.1 2 ex3_1.htm

Exhibit 3.1

ARTICLES OF INCORPORATION

TEO FOODS INC.

TEO Foods Inc., a corporation organized and existing under the Revised Statutes of the State of Nevada, does hereby amended and restate to read as follows:

ARTICLE I

Name of Corporation

The name of the corporation is TEO FOODS INC.

ARTICLE II

Authorized Stock

The total number of shares of stock which the corporation shall have authority to issue is 500,000,000 of which 490,000,000 shares are designated as Common Stock, par value $0.001 per share, and 10,000,000 shares are designated as Preferred Stock, par value $0.001 per share.

Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide by resolution or resolutions duly adopted prior to issuance, for the creation of each such series and to fix the designation and the powers, preferences, rights, privileges, qualifications, limitations, and restrictions relating to the shares of each such series.

Common Stock. The Common Stock shall be subject to the express terms of the Preferred Stock and any series thereof. Each share of Common Stock shall be equal to each other share of Common Stock. Except as may be provided in these Amended Articles of Incorporation or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders.

Class "A" Preferred Stock, consists of 10,000,000 shares of the 10,000,000 authorized Preferred Stock; and have the following terms:

Class "A" Preferred Stock

Exhibit 3.1 -- Page 1

Dividends and Distributions. The holders of this Preferred Stock shall be entitled to dividends, if any, as declared by the Company and shall participate pari passu with the Common Stock of the Company at the Conversion Rate in Section 4 (a) below.

Voting Rights. The holders of shares of Class "A" Preferred Stock shall have the following rights:

Conversion

Conversion Rate. Each share of Class "A" Preferred Stock may be converted by the holder upon request of the holder into ten (10) shares of Common Stock.

Exhibit 3.1 -- Page 2

Liquidation, Dissolution or Winding Up

Miscellaneous Provisions

Headings of Subdivisions. The headings of the various Sections and other subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

ARTICLE III

Board of Directors

The governing board of the corporation shall consist of not less than one (1) director. The number of directors may be increased or decreased pursuant to the bylaws of the corporation, by action of the stockholders or of the directors.

ARTICLE IV

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Nevada.

Exhibit 3.1 -- Page 3

ARTICLE V

Statues Not Applicable

The provisions of Nevada Revised Statutes 78.378 through 78.3793, inclusive, regarding the voting of a controlling interest in stock of Nevada Corporation and 78.411 through 78.444, inclusive, regarding combinations with interested stockholders, shall not be applicable to this Corporation.

IN WITNESS WHEREOF, the corporation has authorized prior to any stock of the corporation being issued and caused these Articles to be signed by its President and sole director this 29th day of December 2017.

/s/Jeffrey H. Mackay

Jeffrey H. Mackay

President, sole Director

TEO Foods Inc.

FURTHER, These Articles have been duly adopted by unanimous approval of the entire Board of Directors of TEO Foods Inc.

/s/Jeffrey H. Mackay

Jeffrey H. Mackay

President, sole Director

TEO Foods Inc.

Exhibit 3.1 -- Page 4

EX-3.2 3 ex3_2.htm

Exhibit 3.2

BYLAWS

TEO FOODS, INC.

ARTICLE I

OFFICES

SECTION 1. OFFICE. The corporation may have offices, either within or without the State of Nevada, at such place or places as the Board of Directors may from time to time appoint or the business of the corpo-ration may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such oth-er business as may be stated in the notice of the meet-ing, shall be held at such place, either within or without the State of Nevada, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.

SECTION 2. OTHER MEETINGS. Meetings of stock-holders for any purpose other than the election of directors may be held at such time and place, within or without the State of Nevada, as shall be stated in the notice of the meeting.

SECTION 3. VOTING. Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of stockholders, each holder of record of stock of the Corporation entitled to vote there at, in person or by proxy, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote of the shares present in person or represent-ed by proxy at the meeting and entitled to vote on the election of directors; and all other questions shall be de-cided by the affirmative vote of the majority of shares pre-sent in person or represented by proxy at the meeting and entitled to vote on the subject matter, except as otherwise provided by the Articles of Incorporation, Bylaws or the laws of the State of Nevada.

A complete list of the stockholders entitled to vote at the ensuing election and the number of shares held by each, shall be open to the examination of any stock-hold-er, for any purpose germane to the meeting, during ordi-nary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be spec-ified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Exhibit 3.2 -- Page 1

SECTION 4. QUORUM. Except as otherwise required by law, by the Articles of Incorporation or by these By-laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without no-tice other than announcement at the meeting until the req-uisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be called by holders of ten percent or more of the outstanding shares, the President or Secretary, or by resolution of the di-rectors.

SECTION 6. NOTICE OF MEETINGS. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 7. ACTION WITHOUT MEETING. Unless other-wise provided by the Articles of Incorporation, any ac-tion required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares enti-tled to vote thereon were present and voted.

ARTICLE III

DIRECTORS

SECTION 1. NUMBER AND TERM. The number of direc-tors shall be a minimum of one. The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. Directors need not be stock-holders.

SECTION 2. RESIGNATIONS. Any director, member of a committee or other office may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

Exhibit 3.2 -- Page 2

SECTION 3. VACANCIES. If the office of any di-rector, member of a committee or other officer becomes va-cant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unex-pired term and until his successor shall be duly chosen.

SECTION 4. REMOVAL. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a spe-cial meeting of the stockhold-ers called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of re-moval, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

SECTION 5. INCREASE OF NUMBER. The number of directors may be increased by amendment of these Bylaws, vote of the majority of the Board of Directors or by the affirmative vote of a majority vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election or until their successors are elected and qualify.

SECTION 6. POWERS. The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Articles of Incorporation of the corporation or by these Bylaws conferred upon or reserved to the stockholders.

SECTION 7. COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one or more committees, each com-mittee to consist of one or more of the directors of the corporation. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-laws, shall have and may exercise all the powers and author-ity of the Board of Directors in the management of the busi-ness and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may re-quire it; but no such committee shall have the power or authority in reference to amending the Certificate of Incor-poration, adopting an agreement of merger or consolida-tion, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dis-solution of the corporation or a revocation of a dissolu-tion, or amending the Bylaws of the corporation; and, unless the res-olution, these Bylaws or the Articles of Incorpo-ration expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issu-ance of stock.

SECTION 8. ANNUAL MEETINGS. The annual meeting of the Board may be held at such time and place, either within or without the State of Nevada, as shall be fixed by a vote of the Board of Directors.

Exhibit 3.2 -- Page 3

SECTION 9. REGULAR MEETINGS. Regular meetings of the directors may be held at such places and times as shall be deter-mined from time to time by resolution of the directors.

SECTION 10. SPECIAL MEETINGS. Special meetings of the board may be called by the President or by the Secre-tary on the written request of any two (2) directors on at least five (5) days' notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

SECTION 11. QUORUM. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announce-ment at the meeting which shall be so adjourned.

SECTION 12. COMPENSATION. Directors shall be entitled to receive compensation for their services as directors or as members of committees by resolution of the board which may include a fixed fee and expenses of attendance for at-tendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corpo-ration in any other capacity as an officer, agent or other-wise, and receiving compensation therefor.

SECTION 13. ACTION WITHOUT MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be tak-en without a meeting, if prior to such action a written con-sent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

SECTION 1. OFFICERS. The officers of the corpo-ration shall be a President, a Treasurer, and a Secretary, all of whom shall be appointed by the Board of Directors and who shall hold office until their successors are appointed. None of the officers of the corporation need be directors.

SECTION 2. OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3. CHAIRMAN. The Chairman of the Board of Directors, if one be elected, shall preside at all meet-ings of the Board of Directors and shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Exhibit 3.2 -- Page 4

SECTION 4. PRESIDENT. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.

SECTION 6. TREASURER. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disburse-ments in books belonging to the corporation. He shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

SECTION 7. SECRETARY. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these Bylaws, and in case of his absence or refusal or ne-glect so to do, any such notice may be given by any per-son thereunto directed by the President, or by the direc-tors, or stockholders, upon whose requisition the meeting is called as provided in these Bylaws. He shall record all the pro-ceedings of the meetings of the corporation and of the di-rectors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President.

SECTION 9. SALARIES. The salaries of all offi-cers of the corporation shall be fixed by the Board of Di-rectors.

SECTION 10. REMOVAL. Any officer elected or ap-pointed by the Board of Directors may be removed from of-fice, with or without cause, at any time by the affirmative vote of a majority of the directors present at any meeting of the Board at which a quorum is present.

ARTICLE V

MISCELLANEOUS

SECTION 1. CERTIFICATES OF STOCK. Certificates of stock, signed by the President, and the Treasurer or Secretary. Any of or all the signatures may be fac-similes. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

Exhibit 3.2 -- Page 5

SECTION 2. UNCERTIFICATED SHARES. Subject to any conditions imposed by statute, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by statute.

SECTION 3. TRANSFER OF SHARES. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by the registered holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed.

SECTION 4. STOCKHOLDERS RECORD DATE. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corpora-tion action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days be-fore the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5. REGISTERED STOCKHOLDERS. The corpo-ration shall be entitled to treat the holder of record of any share or shares as the holder in fact thereof, and, ac-cordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be otherwise expressly provid-ed by the laws of Nevada.

SECTION 6. DIVIDENDS. Subject to the provisions of the Articles of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the inter-ests of the corporation.

SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Exhibit 3.2 -- Page 6

SECTION 8. NOTICE. When-ever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly so stated, and any no-tice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings ex-cept as oth-erwise provided by Statute.

SECTION 9. WAIVER OF NOTICE. Whenever any no-tice whatever is required to be given under the provisions of any law, or under the pro-visions of the Certificate of Incorporation of the corpo-ration or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

INDEMNIFICATION OF OFFICERS, DIRECTORS,

EMPLOYEES AND AGENTS

To the extent and in the manner permitted by the laws of the State of Nevada, and specifically as is per-mitted under the Nevada Revised Statutes, the corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding.

ARTICLE VII

AMENDMENTS

These Bylaws may be altered or repealed and Bylaws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alter-ation or repeal or Bylaw or Bylaws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or Bylaw or Bylaws to be made, be contained in the notice of such special meeting.

Exhibit 3.2 -- Page 7

EX-5.1 4 ex5_1.htm

Exhibit 5.1

Bonner & Associates

P.O. Box 971

La Jolla, CA 92038-0971

Tel: (619) 278-8326

Email: Henry@Bonner.net

October 1, 2018

TEO Foods, Inc.

455 54^th Street. Suite 102

San Diego, CA, 92114

Re: Registration Statement on Form S-1 Amendment No. 2

Ladies and Gentlemen:

We have acted as legal counsel to TEO Foods, Inc., a Nevada corporation (the "Company"), with respect to the Registration Statement on Form S-1 (the "Registration Statement"), as amended, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the registration for resale of up to 4,097,290 shares of common stock, par value 0.001 per share, of the Company (the "Shares").

Based on our review of the Articles of Organization of the Company, as restated, the By-laws of the Company, the relevant statutory provisions of the Nevada Revised Statutes and such other documents and records as we have deemed necessary and appropriate, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and non-assessable.

We understand that this letter is to be used in connection with the Registration Statement, as it may be amended from time to time, and hereby consent to the filing of this letter with and as a part of the Registration Statement as so amended, and to the reference to our firm in the prospectus which is a part of the Registration Statement under the heading "Legal Matters." In giving such consent, we do not hereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Bonner & Associates

Bonner & Associates

EX-10.1 5 ex10_1.htm

Exhibit 10.1

Master Agreement

This Master Agreement (the "Agreement") effective as of the 30th day of September 2017 (the "Effective Date"), is entered into by and between TEO, Inc., a Nevada corporation ("TEO") and TEO Foods, Inc., a Nevada corporation (the "TEO Foods"). Teo and Teo Foods may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

RECITALS

Whereas, Teo holds intellectual property it wishes to license to Teo Foods so that Teo Foods can produce and sell food products utilizing the Teo proprietary advanced food pasteurization/sterilization systems, the TEO graphic logo and name.

Whereas, Teo will utilize information obtained from the product development and production to adjust, revise, modify or otherwise improve its equipment, processes and procedures.

Whereas, Teo Foods will utilize information obtained from the development and production to develop product formulations which may benefit from the application of Teo's advanced pasteurization/sterilization systems and provide a competitive advantage in the marketplace.

Now therefore, in consideration of the mutual promises and covenants of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Article 1: Goals and Objectives

The Parties each have a strong desire to improve the quality and safety of food products through the use of Teo's advanced sterilization systems. Both Teo´ and Teo Foods desire to generate revenue through the sale of food products prepared utilizing these advanced food pasteurization/sterilization systems.

Both Teo and TEO Foods desire to take advantage of the Teo technology to produce high quality shelf stable & refrigerated food products; maintaining a competitive advantage in the marketplace through continuous improvement and innovation utilizing these advanced processes.

Article 2: Contributions of the parties

Teo shall initially provide non-exclusive use of one of its advanced pasteurization/sterilization systems. Once production levels reach a three-month average level where annual use/royalty and service fees payable to Teo from food sales that will exceed $250,000, Teo Foods shall lease its own production system from Teo at reasonable terms to be negotiated in good faith by the Parties.

Subject to the parties' mutual agreement on the necessary details/logistics, Teo´ shall provide technical staff necessary to, repair, adjust, revise, improve and maintain the pasteurization/sterilization system. This may include Teo's employees, consultants and sub-contractors. Teo may also operate for production at cost plus 10% or may train Teo Foods employees to operate, repair and maintain the sterilization systems.

Article 3: Intellectual Property

The Parties understand that the information obtained from the production process may benefit, improve or otherwise create new intellectual property. Therefore, the ownership of and use of any Intellectual property that may be created during this relationship shall be as follows:

Teo' shall hold all intellectual property relating to its advanced pasteurization/sterilization system that may result from the operation. Teo' must maintain control over the evolution of its advanced systems.

Exhibit 10.1 -- Page 1

Teo Foods will likely develop certain products and formulae which would include overall products, recipes, specifications and other formulations for products that it may intend for commercial sale. ("Product and Formulae"). All such Teo Foods Product and Formulae however modified or improved by Teo or Teo Foods on their own or jointly shall remain the sole and exclusive property of Teo Foods. Teo Foods Product and Formulae and all such modifications and improvements shall be for the exclusive use and benefit of Teo Foods and may not be used by Teo to manufacture or assist in the manufacture of products to be sold to or through any other person or entity other than Teo Foods or to be distributed by or on behalf of any person or entity other than Teo Foods.

The prior paragraph notwithstanding, any modifications made to the general guidelines (e.g. salt content or maximum component particulate size) of the Teo Foods Product and Formulae which are made by Teo for the purpose of improving compatibility related to the pasteurization/sterilization process shall not be the property of Teo Foods. Teo shall have complete and unrestricted rights to modifications made by Teo to the general guidelines related to pasteurization/sterilization process. Examples of these types of modifications that may be made by Teo include but are not limited to changes which relate to the dielectric properties of the formulae or to the size, shape placement or dispersion of components for pasteurization/sterilization compatibility.

Teo and Teo Foods may develop certain intellectual property related to packaging, material handling, cooling, storage and product testing. Teo shall hold all rights to intellectual property related to its advanced pasteurization/sterilization system including related intellectual property developed for packaging, material handling, cooling, storage, quality control and validation testing. Teo Foods shall hold all intellectual property rights related to its Products and Formulae.

Article 4: License for use

Pursuant to the terms of this Agreement, Teo grants Teo Foods a nonexclusive, nontransferable license to use the following intellectual property:

a. Teo trademarks consisting of the graphic and word trademarks identified in the trademark license (Exhibit "A") to this Agreement for the sale of food products.

b. Teo intellectual property, to produce food products for sale using the Teo', Inc. advanced food sterilization systems.

c. Teo Foods shall be granted additional nonexclusive license to use subsequently granted or developed intellectual property consistent with the intent of this agreement to produce food products for sale using the Teo, Inc. advanced food sterilization systems.

Article 5: Payment for Licenses and Services

Teo Foods shall pay an initial licensing fee followed by additional use/royalty fees and services fees.

License requires an initial $1,000,000 licensing fee payable in installments with the first installment of $100,000 due on or before June 30, 2018, the second installment of $300,000 due on or before December 31, 2018 and the remaining balance due in twelve equal monthly payments with the first due January 31, 2019.

Commencing January 1, 2020, a use/royalty and service fee of 5.5% of gross revenue for food sales processed using the Teo intellectual property shall be payable quarterly.

Should annual use/royalty and service fee for the 12-month period ended December 31, 2020 payable to Teo from food sales using the Teo intellectual property be less than $500,000 then Teo Foods may pay the difference to maintain the license.

Should annual use/royalty and service fee for the 12-month period ended December 31, 2021 payable to Teo from food sales using the Teo intellectual property be less than $750,000 then Teo Foods may pay the difference to maintain the license.

Exhibit 10.1 -- Page 2

Should annual use/royalty and service fee for the 12-month period ended December 31, 2022 payable to Teo from food sales using the Teo intellectual property be less than $1,000,000 then Teo Foods may pay the difference to maintain the license.

Thereafter the minimum annual use/royalty and service fee shall increase 10% per year.

Article 6: Technology Limitations and Regulatory Requirements

The Parties understand that the Teo technologies are new and require validation in a commercial setting. Although the Parties are confident any unforeseen technical challenges can be overcome the possibility exists that limitations encountered cannot be overcome by the current state of technology. The parties intend and agree that products will initially be produced for sale as frozen or refrigerated. Teo Foods acknowledges and agrees that sale of products as shelf stable may require regulatory approvals that may never be granted by the related agencies in the regions where the products are intended to be sold. TEO Foods also acknowledges and agrees that the initial system which is being provided for non-exclusive use may not be available for production when requested. Teo will notify Teo Foods of any planned non-operation, maintenance or refit periods and coordinate to minimize any impact to product production requirements.

Article 7: Lease and Use of Production Systems

Pursuant to Article 2 of this Agreement, Teo shall initially provide non-exclusive use of one of its advanced pasteurization/sterilization systems. Once production levels reach a three-month average level where annual use/royalty and service fees payable to Teo from food sales that will exceed $500,000, Teo Foods shall lease its own production system from Teo at reasonable terms to be negotiated in good faith by the Parties.

Teo Foods may at any time lease its own production system from Teo. Lead time for delivery can exceed six months and Teo Foods shall be responsible to provide suitable facilities meeting all permit and other regulatory requirements that may apply to the operation of the systems. Any systems or components that have discontinued use shall revert to Teo for disposition at its sole discretion. The Teo advanced food pasteurization/sterilization systems or its components may not be transferred, used by or for any 3^rd party without the written consent of Teo.

Article 8: Sterilization Process Data Access

All pasteurization/sterilization process data shall remain the sole property of Teo. System data shall be handled in a controlled manner and not distributed to unauthorized parties. Teo shall share sterilization process data with Teo Foods staff as required to maintain safety and improve product quality.

Teo Foods will allow Teo reasonable access to future systems deployed in Teo Foods facilities, including the production data from those systems, for the purpose of continual improvement of the existing systems and the development of more advanced systems. Such access will be provided upon notice and approval of Teo Foods, which will not be unreasonable withheld.

The data contemplated by this Section 8 may not be disclosed to any third party without the prior written consent of Teo. This provision shall survive the termination or expiration of this Agreement.

Article 9: Confidentiality

The Parties agree that it is paramount to the success of their relationship that information be freely exchanged between to achieve their mutual goals. The information exchanged will likely include technical, strategic and financial information related to both Teo and Teo Foods.

Exhibit 10.1 -- Page 3

Therefore, all confidential business and technical information, including but not limited to Teo or Teo Foods, compositions, specifications, formulations, plans, strategies, the terms/existence of this Agreement, processing or equipment designs, disclosed in writing, mechanically, orally, or observed on either party's premises (the "Proprietary Information") shall be kept confidential by the receiving party after the receipt thereof, using the same safeguards as it uses to protect its own commercially confidential information of a similar character, but at least using reasonable care. The receiving party shall not use, except to perform pursuant to this Agreement, or disclose the disclosing party's Proprietary Information without the prior express written consent of the disclosing party. The receiving party's obligations shall not apply to information that is: (a) proven to be already known to or otherwise in the possession of the receiving party at the time of receipt from the disclosing party; or (b) or becomes publicly available or otherwise in the public domain through no act or omission of the receiving party; or (c) rightfully obtained by the receiving party from any third party without restriction and without breach of a similar agreement; or (d) proven to be independently developed by the receiving party without use of the disclosing party's Proprietary Information; or (e) released by the disclosing party to any third party without restrictions. The receiving party is entitled to disclose Proprietary Information as required pursuant to judicial action, or governmental regulations, provided that the receiving party notifies the disclosing party prior to such disclosure and cooperates with the disclosing party in the event the disclosing party elects to contest such disclosure. The receiving party agrees to reveal the Proprietary Information only to those agents, representatives, contractors, employees and affiliates who need to know the Proprietary Information, and who are informed by the receiving party of the confidential nature of the Proprietary Information.

This provision shall survive the termination or expiration of this Agreement.

Article 10: Term, Termination and Modification

This Agreement shall remain in force until terminated by mutual written consent of the Parties or as otherwise set forth herein.

The Parties shall each have the right to terminate this Agreement upon sixty (60) days written notice of a breach of the terms of this agreement. The Party that has received notice of a breach shall have this notice period to cure the breach. No waiver shall occur in the event a Party does not give notice of a breach.

Teo shall have the right to terminate this Agreement immediately upon and without written notice to Teo Foods in the event of any affirmative act of insolvency by Teo Foods, or upon the appointment of any receiver or trustee to take possession of the properties of Teo Foods or upon the winding-up, sale, consolidation, merger or any sequestration by governmental authority of Teo Foods.

This Agreement can be modified by mutual written consent of the Parties. The Parties may further define this agreement in writing as may be required based on the terms and understandings established in this agreement.

Inasmuch as a breach of the covenants contained in this Agreement are not fully measurable in money damages, the Parties further agree that either Party shall be entitled to injunctive relief in any court of competent jurisdiction to enjoin any such breach or threatened breach hereof by such other Party, together with such provable money damages as may be awarded by any such court.

Non-disclosure and intellectual property provisions shall survive termination of this agreement between the Parties.

Exhibit 10.1 -- Page 4

Article 11: Representations and Warranties

Each Party hereby represents and warrants that:

(a)

They shall comply with all applicable federal, state, and local laws, rules, regulations, ordinances, and industry standards;

(b)

The execution, delivery and performance of the Agreement are not prohibited by, and do not violate, any provision or result in any material breach of the Articles of Incorporation or bylaws or equivalent organizational documents;

(c)

No consent, approval, authorization or order of, and no filing with or notification to, any governmental agency, body, regulatory authority, bureau, commission or instrumentality or other person or entity is required to be obtained in connection with the execution, delivery and performance of this Agreement; and

(d)

They have all necessary rights in and to any processes, designs, formulations, compositions, specifications, inventions, discoveries, methods, improvements, or know-how provided hereunder such that the other Party's use, distribution, or manufacture of Products based upon or related to such processes, designs, formulations, compositions, specifications, inventions, discoveries, methods, improvements, or know-how, will not infringe upon or violate the rights of any third parties.

Article 12: Indemnity

Each party (as "Indemnifying Party") shall defend, indemnify and hold harmless the other party, together with all subsidiaries, divisions, affiliates, parents, assigns, directors, officers, agents and employees of such party (collectively the "Indemnified Party") from and against any and all claims, demands, actions, causes of action, proceedings, judgments and other liabilities, obligations, losses, damages, costs and expenses (including reasonable attorneys' fees and costs) of any nature (collectively, the "Claims") to the extent they are due to or arise from: (i) the breach of any representation, warranty or obligation contained in this Agreement by the Indemnifying Party; or (ii) any unauthorized disclosure by the Indemnifying Party.

The foregoing indemnification obligations shall not apply to the extent the claims are due to or arise from the negligence or intentional misconduct of the Indemnified Party. In no event will the Indemnifying Party be liable for any incidental, consequential or indirect damages arising from loss of goodwill, profits or revenue.

The Indemnifying Party's obligation is conditioned upon the Indemnified Party: (i) advising the Indemnifying Party of the Claims, within such a time frame as not to materially prejudice the rights of the Indemnifying Party; and (ii) assisting the Indemnifying Party and its representatives in the investigation and defense (at the Indemnifying Party's cost and expense) of the Claims for which indemnification is sought. This agreement of indemnity shall not be valid as to any settlement of Claims or offer of settlement or compromise without the prior written approval of the Indemnifying Party, such consent to not be unreasonably withheld or delayed.

Waiver by either Party of any breach or failure to enforce any of the terms or conditions of this Agreement at any time shall not in any way affect, limit or waive such Party's rights thereafter to enforce and compel strict compliance with every term and condition hereof.

Exhibit 10.1 -- Page 5

Article 13: General Terms

If any term or provision contained herein shall hereafter be held to be invalid or unenforceable, this Agreement shall be construed as if not containing such term or provision and the other rights and obligations of the Parties hereunder shall continue in force accordingly. Should such invalid or unenforceable term affect the essence of this Agreement, the Parties shall immediately attempt in good faith to negotiate a valid and enforceable provision in replacement thereof.

Neither Party may assign this Agreement or any rights or obligations hereunder without the other Party's express prior written consent, such consent not to be unreasonably withheld or delayed.

This Agreement shall be interpreted, governed and enforced in accordance with the laws of the state of California without regard to its choice of law provisions.

This Agreement contains the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and merges and supersedes all prior discussions and writings with respect thereto, and there are no warranties or representations except for those specifically set forth herein. No modification or alteration of this Agreement shall be effective unless made in writing and signed by the Parties hereto.

Exhibit 10.1 -- Page 6

Article 14: Contacts

For:		For:
Teo, Inc.		Teo Foods, Inc.
455 54^th St., Suite 102		C/O Teo, Inc.
San Diego, California 92114		455 54th St., Suite 102
		San Diego, California 92114
Jeffrey H. Mackay, Esq.
CEO, Director
4871 Narragansett Ave.		Jeffrey H. Mackay, Esq.
San Diego, CA 92107		CEO, Director
(619) 758-1973 office		4871 Narragansett Ave.
(619) 222-4764 fax		San Diego, CA 92107
jeff@teofoods.com		(619) 758-1973 office
		(619) 222-4764 fax
or		jeff@teofoods.com
John O'Keefe
CFO, Director
5307 Emerald Brook
Houston, TX 77041
(713)725-1876 cellular
john@teofoods.com

Article 15: Approval

IN WITNESS whereof, the Parties hereto have caused this Agreement to be executed by their authorized representatives.

This Agreement shall be effective as of September 30, 2017.

For:	For:
Teo', Inc.	Teo Foods, Inc.

/s/ Jeffrey H. Mackay	/s/ Jeffrey H. Mackay
Jeffrey H. Mackay, Esq.	Jeffrey H. Mackay, Esq.
CEO, Director	CEO, Director

Exhibit 10.1 -- Page 7

Exhibit "A"

TRADEMARK NON-EXCLISIVE LICENSE

This Nonexclusive License is effective as of September 30, 2017 and granted pursuant to the Master Agreement by and between Teo Inc. (hereinafter called OWNER), a Corporation, organized and existing under the laws of Nevada and Teo Foods, Inc. (hereinafter called USER), a Corporation, organized and existing under the laws of Nevada.

WHEREAS, OWNER is the owner of the trademarks and service marks (hereinafter called Marks) and registrations thereof listed on Schedule "A" and

WHEREAS, USER is desirous of using the Marks in connection with its business;

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:

1. GRANT OF LICENSE

OWNER grants to USER a nonexclusive, nontransferable license to use the Marks in its name and in connection with the goods and services covered by the registrations referred to in Schedule A and USER accepts the license subject to the following terms and conditions.

2. OWNERSHIP OF MARKS

USER acknowledges the ownership of the Marks in OWNER, agrees that it will do nothing inconsistent with such ownership and that all use of the Marks by USER shall inure to the benefit of and be on behalf of OWNER, and agrees to assist OWNER in recording this Agreement with appropriate government authorities. USER agrees that nothing in this License shall give USER any right, title or interest in the Marks other than the right to use the Marks in accordance with this License and USER agrees that is will not attack the title of OWNER to the Marks or attack the validity of this License.

3. QUALITY STANDARDS

USER agrees that the nature and quality of: all services rendered by USER in connection with the Marks; all goods sold by USER under the Marks; and all related advertising, promotional and other related uses of the Marks by USER shall conform to standards set by and be under the control of OWNER.

4. QUALITY MAINTENANCE

USER agrees to cooperate with OWNER in facilitating OWNER's control of such nature and quality, to permit reasonable inspection of USER's operation, and to supply OWNER with specimens of all uses of the Marks upon request. USER shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to the sale, distribution and advertising of goods and services covered by this License.

5. FORM OF USE

USER agrees to use the marks only in the form and manner and with appropriate legends as prescribed from time to time by OWNER, and not to use any other trademark or service mark in combination with any of the Marks without prior written approval of OWNER.

Exhibit 10.1 -- Page 8

6. INFRINGEMENT PROCEEDINGS

USER agrees to notify OWNER of any unauthorized use of the Marks by others promptly as it comes to USER's attention. OWNER shall have the sole right and discretion to bring infringement or unfair competition proceedings involving the Marks.

7. TERM

This Agreement shall continue in force and effect for the terms of the registrations issued for said Marks listed in Schedule "A" and all renewals thereof, unless sooner terminated as provided for herein.

8. TERMINATION FOR CAUSE

OWNER shall have the right to terminate this License immediately without notice to USER in the event of any affirmative act of insolvency by USER, or upon the appointment of any receiver or trustee to take possession of the properties of USER or upon the winding-up, sale, consolidation, merger or any sequestration by governmental authority of USER, upon breach of any of the provisions hereof by USER or upon the terms of Article 10: Term, Termination and Modification of the Master Agreement by and between the OWNER and USER.

9. EFFECT OF TERMINATION

Upon termination of this Agreement USER agrees to immediately discontinue all use of the Marks and any term confusingly similar thereto, and to delete the same from its corporate or business name, to cooperate with OWNER or its appointed agent to apply to the appropriate authorities to cancel recording of this Agreement from all government records, to destroy all printed materials bearing any of the Marks, and that all rights in the Marks and the good will connected therewith shall remain the property of OWNER.

10. INTERPRETATION OF AGREEMENT

It is agreed that this Agreement may be interpreted according to the laws of the State of California, United States of America.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

For:	For:
Teo', Inc.	Teo Foods, Inc.

/s/ Jeffrey H. Mackay	/s/ Jeffrey H. Mackay
Jeffrey H. Mackay, Esq.	Jeffrey H. Mackay, Esq.
CEO, Director	CEO, Director

Exhibit 10.1 -- Page 9

Schedule "A" to the Trademark Non-Exclusive License between TEO and TEO Foods.

"TEO" meaning "to make warm" in Scots Gaelic

"Restaurant Quality Meals Fresh from Your Pantry"

Exhibit 10.1 -- Page 10

EX-10.2 6 ex10_2.htm

Exhibit 10.2

CO-PACKING AGREEMENT

THIS CO-PACKING AGREEMENT ("Agreement"), effective April 20, 2018, (the "Effective Date"), is by and between Teo Foods Inc., a Nevada corporation, on the one hand ("Buyer") and Comercial Targa S.A. De C.V., a Mexico company, on the other hand ("Supplier").

RECITALS

A. Supplier is engaged in the business of manufacturing, packaging and distributing a variety of food products and wishes to manufacture and sell Products to Buyer upon the terms and conditions set forth herein.

B. Buyer is engaged in the business of distributing and selling a variety of food products and wishes to purchase Products from Supplier upon the terms and conditions set forth herein for distribution and resale to Buyer's customers.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants set forth herein, and intending to be legally bound, the parties do hereby agree as follows:

1. Products and Specifications. Buyer shall purchase from Supplier the products specified in writing and mutually agreed which shall be subsequently incorporated herein by reference (as such may be amended by mutual written agreement of the parties from time to time, the "Products"), as reflected in purchase orders submitted from time to time in accordance with the provisions of this Agreement. In connection with manufacturing and packaging of the Products purchased hereunder, Supplier shall comply in all material respects with the specifications for such Products for use by Buyer (as such specifications may be amended by mutual written agreement of the parties from time to time, the "Specifications").

2. Term. This agreement shall have a one year term beginning on the Effective Date and renew annually unless a cancelation notice is delivered 90 days prior to the term, the Initial Term and all extensions, if any, shall constitute the "Term" of this Agreement, subject to earlier termination as provided herein.

3. Product Inputs.

A. Supplier shall supply all Product inputs; provided, however, that Buyer shall have the right to purchase Product inputs for use in the production of Products and deliver such inputs to Supplier upon 60 days written notice to Supplier. The Product formulas and specifications will be owned exclusively by Buyer, and Supplier shall have no rights of ownership in, or use of, for themselves or for third parties, such formulas or specifications, including without limitation, license rights, other than the license contemplated herein; provided, that nothing contained herein shall prohibit Supplier from developing customized products in the normal course of its business consistent with past practice based on Supplier's own independent product analysis. If required by Buyer, Supplier shall purchase any proprietary ingredients from suppliers designated by Buyer. Any such purchases shall be invoiced to Buyer by Supplier as part of the applicable Materials, Ingredients and Packaging ("MIP") cost.

4. Orders; Forecasts; Delivery; Warehousing.

A. Orders. Buyer's purchase of Products hereunder shall be made pursuant to purchase orders which comply with all the terms and conditions set forth in this Agreement and which are in a form reasonably acceptable to both parties (a "Purchase Order"). Buyer shall submit Purchase Orders to Supplier pursuant to such procedures as may be mutually and reasonably agreed upon in writing by the parties, including procedures to be utilized for canceling or modifying any such Purchase Orders after submittal. If Buyer cancels or modifies a previously submitted Purchase Order, then Buyer shall be obligated to purchase at the time of such cancellation or modification any and all Products so ordered which Supplier has commenced to manufacture, or for which Supplier can demonstrate to Buyer in good faith that Supplier has acquired ingredients, materials or packaging which may not otherwise be reasonably used in the normal course of Supplier's operations. All Purchase Orders shall clearly indicate the desired ship date and the amount, kind and size of Products subject to such Purchase Order.

B. Rolling Forecasts. The parties shall cooperate in good faith to develop rolling 6 month (by Product and pack type), non-binding order forecasts of Buyer's needs for the Products. The parties shall use commercially reasonable efforts to provide such forecasts at least 40 business days prior to the start of the applicable month.

Exhibit 10.2 -- Page 1

C. Delivery; Transfer of Title to Products. Product will be delivered FOB at the plant of manufacture. Except as set forth in the next sentence, title and risk of loss shall pass to Buyer immediately upon tender of possession to Buyer, to any of Buyer's employees, agents or representatives, or to any carriers (including Supplier) arranged or approved by Buyer. If Supplier has produced Product in accordance with the applicable order and Buyer does not take custody of the Product in a timely manner, such delay resulting in spoilage or an insufficient amount of code date of the Product, then Buyer shall be responsible for the loss associated with such Product. If any spoilage or event resulting in an insufficient amount of code date of the Product is caused by the actions of Supplier, then Supplier shall be responsible for the loss associated with such Product.

D. Warehousing. Supplier will warehouse finished Products for up to 15 days. Buyer will not be charged for finished Products warehoused for 15 days or less. Buyer shall pay a non-prorated charge of $20 per pallet position for finished Products that are warehoused for more than 15 days and up to 45 days; provided, that no finished Products may remain warehoused for more than 45 days. Buyer will be responsible for all transportation costs associated with any such warehousing.

E. Special Equipment. Buyer shall provide any required special equipment or other materials Supplier may require to produce the Products. Buyer shall pay the actual costs related to repair and maintenance. Supplier shall operate any Buyer supplied special equipment in the manner specified by the manufacturer. Supplier shall at all times observe all safety procedures specified by the manufacturer and shall not modify the special equipment.

5. Prices; Price Adjustments; Payment Terms.

A. Initial Prices. Subject to the price adjustments described in this Agreement, Buyer shall pay to Supplier, for each Product the Buyer orders hereunder, the price for such Product based on the mutually agreed specifications, minimum production volume, maximum production volume, lead time and pricing for each product ("Production Specification"). Upon mutual written approval of each Production Specification, Buyer may place purchase orders with Supplier pursuant to the terms of the Production Specification.

B. Price Adjustments. Prices shall be adjusted as may be required to compensate for cost increases to the Supplier. Supplier shall provide Buyer with written notice of such price adjustments at least 30 days prior to the date any such price adjustment is to become effective.

C. Payment Terms. Supplier will issue invoices to Buyer for all Products purchased hereunder, and Buyer shall pay all invoices received from Supplier pursuant to this Agreement in full within 30 days from the date of invoice. Buyer shall not take any deductions or set-offs from invoices unless specifically authorized to do so in writing by Supplier.

D. Non-Payment. In addition to any other rights and remedies Supplier may have with respect to Buyer's failure to fully and timely pay any amounts due hereunder, any amounts not paid when due shall be subject to an interest charge of 12 percent (1%) per month computed from the applicable due date or the maximum rate legally permitted, whichever is less.

6. Product Revisions. Any Product Revision (as defined below) shall be subject to mutual written agreement of the parties. Prior to any implementation of a Product Revision, the parties shall mutually agree in writing on the details thereof, including but not limited to any appropriate price adjustments to reflect changes in costs due to such Product Revision. Once a Product Revision has been so mutually agreed upon in writing, Supplier will use commercially reasonable efforts to manufacture and package Products in conformance with such Product Revision within a reasonable period of time. A "Product Revision" shall mean any change to the Specifications and/or of a Product's formulation, pack size or configuration or package construction or design. Buyer will pay for any obsolete packaging or ingredients resulting from a Product Revision or any changes to the label or artwork used on a Product.

Exhibit 10.2 -- Page 2

7. Labeling Elements; License.

A. Buyer's Responsibilities, Representations and Warranties. Notwithstanding any other provision set forth in this Agreement, it is specifically understood and agreed that all labels utilized in connection with the Products, including but not limited to the design, content, wording, artwork, label features and Marks (as defined below) (as such may be changed from time to time, "Labeling Elements") shall be determined by Buyer, and Buyer shall be solely responsible therefor, including but not limited to their compliance with all applicable federal, state and local laws, rules and regulations. Buyer represents and warrants to Supplier that, at all times during the Term (i) all Labeling Elements do and will comply with all applicable federal, state and local laws, rules and regulations, and (ii) Buyer is and will be the exclusive owner of, or will have the enforceable license or right to use, any and all designs, logos, trademarks (registered or unregistered), service marks, trade names and trade dress (collectively, the "Marks") included within the Labeling Elements. Buyer further represents and warrants to Supplier that, at all times during the Term, Buyer has and shall have all requisite right, power and authority to grant the license described in Paragraph C of this Section 7, and such license, and Supplier's use of the Labeling Elements pursuant hereto, shall not violate or infringe upon any copyright, proprietary right or other right of any third party.

B. Artwork. Buyer shall provide Supplier, at Buyer's expense, with all drawings and other artwork necessary for manufacturing and packaging the Products in accordance with all mutually agreed upon Specifications, all of which will be the sole property of Buyer and will be returned to Buyer by Supplier upon the expiration or termination of this Agreement.

C. License. During the Term, Buyer grants to Supplier a non-exclusive, royalty-free license to use all applicable Labeling Elements (including the Marks contained therein), patents, Specifications and formulas in connection with manufacturing, packaging and selling Products to Buyer in accordance with the terms of this Agreement.

8. Additional Representations and Warranties.

A. Supplier's Representations and Warranties. Supplier represents and warrants to Buyer that (i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the "FD&C Act") and all other applicable federal, state and local laws, rules and regulations, (ii) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraph, and (iv) Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier's representations and warranties set forth above shall exclude any and all Product conditions, qualities and/or characteristics to the extent arising out of or relating to any breach of Buyer's representations or warranties set forth in this Agreement. Except as otherwise specifically provided in this agreement, neither supplier nor any of its direct or indirect subsidiaries or affiliates makes any, and hereby disclaims all, other warranties, either express or implied, including without limitation, the implied warranty of fitness for any purpose.

B. Buyer's Representations and Warranties. Buyer represents and warrants to Supplier that compliance with the Specifications and Buyer's formulas and use of any raw materials or other ingredients provided by Buyer will not cause any Product provided to Buyer pursuant to this Agreement (i) to be produced or packaged to be in violation of the FD&C Act or any applicable federal, state and local laws rules and regulations or (ii) be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce.

C. Additional Representations and Warranties. Each party represents and warrants to the other party as follows: (i) that it has full power, authority and capacity to enter into this Agreement and to perform all its obligations hereunder, and (ii) that it is not bound by any other agreement, arrangement, judgment or order which would be violated as a result of its entering into this Agreement or performing any of its obligations hereunder.

Exhibit 10.2 -- Page 3

9. Indemnities.

A. Supplier Indemnity. Supplier shall indemnify, defend and hold harmless Buyer and its parent companies and each of their subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives and shareholders, predecessors and successors, from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fees and expenses (including, without limitation, reasonable costs and expenses of investigation and settlement and reasonable attorneys' fees and expenses) (collectively, "Losses"), to the extent arising out of or relating to any breach by Supplier of its representations, warranties, covenants or obligations set forth in this Agreement. Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.

B. Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Supplier and its parent companies and each of their subsidiaries and affiliates, and each of their respective officers, directors, employees, agents, representatives and shareholders, predecessors and successors, from and against any and all Losses, to the extent arising out of or relating to (i) any breach by Buyer of its representations, warranties, covenants or obligations set forth in this Agreement, (ii) the condition of any ingredients or materials provided by Buyer which existed at the time of delivery to Supplier, (iii) the handling of Products after title to such Products has passed to Buyer pursuant to the terms of this Agreement, (iv) the distribution, sale, advertisement, storage or transportation of Products after the time that title to such Products has passed to Buyer and/or (v) any Labeling Elements (including but not limited to any claims of infringement relating thereto). Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.

10. Force Majeure. In the event a party is prevented from performing any of its obligations under this Agreement by circumstances beyond its reasonable control occurring after the date hereof, including without limitation, fire, explosion, flood, drought, blackout, closure of borders, riots, sabotage, embargo, terrorism, war or other hostilities, domestic or foreign governmental acts or changes in law, accident, equipment failure, inability in obtaining facilities or supplies, or labor dispute including a strike or lockout (each a "Force Majeure Event"), such party's obligations shall be temporarily suspended, without liability to the other party, to the extent of such inability to perform; provided, however that a party shall not be relieved of its obligation to make payments as and when due. A party affected by a Force Majeure Event shall give written notice to the other party of the occurrence of such Force Majeure Event as soon as commercially practicable.

11. Confidentiality. During the course of their business relationship, each party may disclose to the other party certain information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement as well as information concerning manufacturing and processing methods, business and technology plans, distribution strategies, sales, costs, pricing, marketing, customers, suppliers and research and development (collectively, "Confidential Information"). For purposes hereof, information that is already in the public domain or known by the receiving party at the time of disclosure by the disclosing party, or subsequently becomes available to the public or known by the receiving party without any breach of this Section, shall not be considered to be Confidential Information. The parties each agree that all Confidential Information shall be used by the receiving party solely for the purposes contemplated by this Agreement, shall be kept strictly confidential and shall not, without the disclosing party's prior written consent, be disclosed by the receiving party in any manner whatsoever, except as required to comply with applicable laws or regulations, or with a court or administrative order, subpoena, civil investigative demand or other legal process. The receiving party shall be liable for any failure of its employees, agents or representatives to comply with the confidentiality obligations set forth in this Section. The confidentiality obligations set forth in this Section shall expire two years following the expiration or termination of this Agreement. Supplier expressly agrees that it shall not, and shall cause its affiliates, officers, directors, employees, agents and representatives not to, make any attempt to reverse engineer any formula or product base of Buyer.

Exhibit 10.2 -- Page 4

12. Termination Rights.

A. Termination Due to Breach. Without prejudice and in addition to all other lawful rights and remedies, each party shall have the right to terminate this Agreement upon written notice to the other party if such other party materially breaches any of its representations, warranties, covenants or obligations set forth in this Agreement, and such failure has not been cured within 30 days of receiving written notice from the non-defaulting party reasonably describing such breach.

B. Termination Due to Financial Condition. Without prejudice and in addition to all other lawful rights and remedies, each party shall have the right to terminate this Agreement upon written notice to the other party in any of the following events, each of which constitutes good cause for termination (i) such other party files a petition for bankruptcy or is otherwise adjudicated bankrupt, (ii) a petition for bankruptcy is filed against such other party and such petition is not dismissed within 90 days, and/or (iii) such other party becomes insolvent, discontinues its business or voluntarily submits to, or is ordered by any federal bankruptcy court to undergo, liquidation pursuant to any applicable bankruptcy laws.

C. Termination By Mutual Written Consent. Without prejudice and in addition to all other lawful rights and remedies, the parties hereto may terminate this Agreement at any time for any reason by mutual written consent.

13. Independent Contractors. Each party hereby acknowledges and agrees that (a) it is an independent contractor and not an employee, agent or representative of the other party, and (b) it is not authorized to assume or create any obligation or responsibility on behalf of the other party, including but not limited to obligations based on representations, warranties or guarantees. Neither party, nor any of its employees, agents or representatives, shall misrepresent such status or authority.

14. Assignment. This Agreement shall not be assigned, in whole or in part, by either party without the written consent of the other party; provided, however, that such consent shall not be unreasonably withheld. For purposes of example only and not of limitation, it is agreed that Supplier's consent shall be deemed to be reasonably withheld in the event that the proposed assignee, in Supplier's reasonable opinion, competes with or may compete with Supplier or any direct or indirect subsidiary or affiliate of Supplier. Notwithstanding the foregoing, this Agreement may be assigned (i) by Supplier without limitation or consent to any direct or indirect subsidiary or affiliate of Supplier or to a successor to the business serviced by this Agreement; provided, that Supplier or its assignee continues to supply the Products under this Agreement; or (ii) by Buyer without limitation or consent to any direct or indirect subsidiary or affiliate of Buyer. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, legal representatives and permitted assigns. Without limiting the provisions set forth above, if Buyer sells or otherwise transfers to a third party all or any portion of the business serviced by this Agreement, then at Supplier's option, Buyer shall require the purchaser or transferee to assume the obligations of Buyer under this Agreement with respect to the applicable business.

15. Insurance. During the Term, each of Buyer and Supplier shall maintain at all times at their sole cost and expense the insurance coverage to be agreed by the parties consistent with their operations and interaction. All such insurance shall be issued by one or more insurance carriers licensed or approved to do business in the state where services are rendered or Products are delivered.

16. Notices. All notices required by this Agreement shall be in writing and shall be deemed served as of the date received, and shall be personally delivered or sent either by registered or certified mail, return receipt requested, or by nationally recognized overnight courier, addressed to the parties at the following addresses:

If to Buyer:		If to Supplier:
Teo Foods, Inc.		Comercial Targa S.A. De C.V.
455 54^th St, Suite 102		Blvd. Insurgentes 19801 Int 4-A Col
San Diego, CA 92114		Guaycura, Tijuana, B.C. Mexico 22216

Exhibit 10.2 -- Page 5

Either party hereto may from time to time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective.

17. Miscellaneous.

A. Applicable Laws. This Agreement, and all controversies, claims and disputes arising out of or relating to this Agreement or either party's performance under this Agreement, including claims for breach of contract and related causes of action, shall be governed by the laws of the State of California, without reference to its choice of law principles.

B. No Waiver; Remedies Cumulative. No delay or omission by either party in exercising any right or power hereunder will impair such right or power or be construed to be a waiver thereof. A waiver by either party of any provision hereof or of any breach hereunder must be in a writing signed by the waiving party and will not be construed to be a waiver of any prior or subsequent breach of such provision or of any other provisions herein contained. Except as otherwise provided in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

C. No Consequential Damages. Notwithstanding any other provision set forth in this Agreement, in no event (including, without limitation, any termination of this Agreement with or without cause) will either party be liable to the other party for any indirect, special or consequential damages whatsoever, (including, without limitation, lost profits) arising out of or relating to this Agreement or either party's performance under this Agreement.

D. Entire Agreement. This Agreement constitutes the final agreement between the parties relating to the matters contained in this Agreement and is the complete and exclusive expression of the parties' agreement on such matters. All prior and contemporaneous negotiations and agreements between the parties on matters contained in this Agreement, whether oral or written, are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented or qualified through evidence of trade usage or prior course of dealings except to the extent, and solely to the extent, the Agreement expressly requires the parties to act and/or provide products or services in a manner consistent with the past practices of the parties. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of the other party except for those expressly contained in this Agreement.

E. Amendments. This Agreement may not be amended, supplemented or modified in any respect without further written agreement of both parties referencing this Agreement, signed by their respective authorized representatives. If any operating standards, procedures or manuals or any other documents of either party (or if form language in either party's forms such as purchase orders, bills of lading and the like), regardless of whether signed by a representative of the other party, contain any provisions that purport to impose obligations on the other party not imposed by this Agreement, such provisions shall be null and void and have no force or effect.

F. Severability. In case any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, any other provision in this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Such invalid, illegal or unenforceable provisions shall be given effect to the maximum extent permitted by law.

G. Counterparts; Signatures. This Agreement may be executed in one or more counterparts for the convenience of the parties hereto, all of which together will constitute one and the same instrument. A signature transmitted by facsimile or other electronic means shall have the same force and effect as an original signature.

H. Headings; Construction. The headings contained herein are for convenience of reference only and shall not be deemed to limit or affect the subject matter contained herein. The parties have jointly prepared this Agreement and the terms hereof shall not be construed in favor or against any party on account of its participation in such preparation. As used in this Agreement, the singular form shall include the plural, and vice versa, when the context so requires.

Exhibit 10.2 -- Page 6

I. Compliance with Laws. Each party shall comply with all federal, state and local laws, rules and regulations that apply to its performance hereunder and/or to its handling, distribution, sale or resale of the Products purchased hereunder, including without limitation, possessing and maintaining all necessary permits and licenses.

J. Attorneys' Fees. In the event of any controversy, claim or dispute between the parties hereto arising out of or relating to this Agreement or either party's performance under this Agreement, the prevailing party shall be entitled to recover from the losing party reasonable attorneys' and experts' fees and expenses and other costs reasonably incurred by the prevailing party in enforcing its rights under this Agreement.

K. No Release; Survival of Obligations. No expiration or termination of this Agreement shall release either party from any obligation accrued prior to the date of such expiration or termination or from any obligations surviving the expiration or termination of this Agreement. Without limiting the generality of the foregoing, it is specifically acknowledged and agreed that the provisions contained in each of the following Sections shall survive the expiration or termination of this Agreement: Section 7, Labeling Elements; Section 8, Representations and Warranties; Section 9, Indemnities; Section 11, Confidentiality (but only for a period of two years as described in such Section); and Section 17, Miscellaneous.

L. Waiver of jury trial. Each party knowingly, voluntarily and intentionally waives its right to a trial by jury in any litigation arising out of or relating to this agreement or either party's performance under this agreement. This waiver applies to any litigation, whether sounding in contract, tort or otherwise. Each party acknowledges that it has received advice of competent counsel with respect to the waiver contained in this section.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their proper and duly authorized representatives as of the date first set forth above.


"SUPPLIER"		"BUYER"

Comercial Targa S.A. De C.V.		Teo Foods, Inc.

By:	/s/ Sandro Piancone	By:	/s/ Jeffrey H. Mackay
Name:	Sandro Piancone	Name:	Jeffrey H. Mackay
Title:	President	Title:	President

Exhibit 10.2 -- Page 7

EX-10.3 7 ex10_3.htm

Exhibit 10.3

TEO FOODS INC.

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June ____, 2018, by and between TEO Foods Inc., a Nevada corporation (the "Company"), and the investors set forth on the signature pages affixed hereto (each, an "Investor" and, collectively, the "Investors").

WHEREAS, the Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and conditions stated in this Agreement, an aggregate of up to $600,000 of Secure Convertible Notes of the Company in the form attached as Exhibit B hereto ("Notes"), to purchase shares of the Company's common stock, par value $0.001 per share (the "Common Stock") at an exercise price per share to be determined upon the terms and conditions set forth in this Agreement and the attached Exhibits; and

WHEREAS, in connection with the Investors' purchase of the Notes, the Investors will receive certain piggy-back registration rights, and will be subject to certain restrictions on the transfer of the Notes, as well as the shares of Common Stock underlying such Notes, all as more fully set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual terms, conditions and other agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree to the sale and purchase of the Notes as set forth herein.

1.	Definitions.

For purposes of this Agreement, the terms set forth below shall have the corresponding meanings provided below.

"Affiliate" shall mean, with respect to any specified Person (as defined below), (i) if such Person is an individual, the spouse, heirs, executors, or legal representatives of such individual, or any trusts for the benefit of such individual or such individual's spouse and/or lineal descendants, or (ii) otherwise, another Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Person specified. As used in this definition, "control" shall mean the possession, directly or indirectly, of the sole and unilateral power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities or by contract or other written instrument.

"Blue Sky Application" as defined in Section 5.3(a) hereof.

"Business Day" shall mean any day on which banks located in New York City are not required or authorized by law to remain closed.

"Closing" and "Closing Date" as defined in Section 2.2(c) hereof.

"Common Stock" as defined in the recitals above.

"Company Financial Statements" as defined in Section 4.5(a) hereof.

Exhibit 10.3 -- Page 1

"Company's Knowledge" means the actual knowledge of any executive officer (as defined in Rule 405 under the Securities Act) or director of the Company, or the knowledge of any fact or matter which any person would reasonably be expected to become aware of in the course of performing the duties and responsibilities as an executive officer or director of the Company.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"First Closing" and "First Closing Date" as defined in Section 2.2(a) hereof.

"Liens" means any mortgage, lien, title claim, assignment, encumbrance, security interest, adverse claim, contract of sale, restriction on use or transfer or other defect of title of any kind.

"Material Adverse Effect" means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or otherwise), business, or prospects of the Company and its Subsidiaries taken as a whole, (ii) the transactions contemplated hereby or in any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents (as defined below).

"Note Shares" means the shares of the Company's Common Stock issuable upon conversion of Notes.

"Person" shall mean an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization.

"Purchase Price" shall mean the principal amount of the Note purchased.

"Registrable Securities" shall mean the Notes Shares; provided, that a security shall cease to be a Registrable Security upon (A) sale pursuant to a Registration Statement or Rule 144 under the Securities Act, or (B) such security becoming eligible for sale by the Investors without any restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

"Registration Statement" shall mean any registration statement of the Company filed under the Securities Act that covers the resale of any of the Registrable Securities pursuant to the provisions of this Agreement, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement.

"Regulation D" as defined in Section 3.7 hereof.

"Regulation S" as defined in Section 6.1(i)(E) hereof.

"Rule 144" as defined in Section 6.1(i)(C) hereof.

"SEC" means the U.S. Securities and Exchange Commission.

"SEC Documents" as defined in Section 4.5 hereof.

"Securities Act" means the Securities Act of 1933, as amended.

Exhibit 10.3 -- Page 2

"Subsequent Closing" and "Subsequent Closing Date" as defined in Section 2.2(b) hereof.

"Subsidiaries" shall mean any corporation or other entity or organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest or otherwise controls through contract or otherwise, as set forth in Section 4.16 hereof.

"Transaction Documents" shall mean this Agreement, the Confidential Investor Questionnaire, Notes and each of the other documents and instruments referenced in this Agreement related to the offering of the Notes.

"Transaction Securities" shall mean the Notes and Note Shares.

"Transfer" shall mean any sale, transfer, assignment, conveyance, charge, pledge, mortgage, encumbrance, hypothecation, security interest or other disposition, or to make or effect any of the above.

"Underwriter" shall mean any entity engaged by the Company to serve as an underwriter in connection with a registration or offering of securities referred to in Section 5.

2.	Sale and Purchase of Notes.

2.1. Purchase of Notes by Investors. Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Notes, in the respective amounts set forth on the signature pages attached hereto in exchange for the Purchase Price.

2.2 Closings.

(a) First Closing. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to each Investor, and each Investor shall, severally and not jointly, purchase from the Company on the First Closing Date, a Note corresponding to the Purchase Price set forth on the signature pages attached hereto, which will be reflected opposite such Investor's name on Exhibit A-1 (the "First Closing"). The date of the First Closing shall be the date first written above and is hereinafter referred to as the "First Closing Date."

(b) Subsequent Closing(s). The Company agrees to issue and sell to each Investor listed on the Subsequent Closing Schedule of Investors, and each Investor agrees, severally and not jointly, to purchase from the Company on such Subsequent Closing Date a Note corresponding to the Purchase Price set forth on the signature pages attached hereto, which will be reflected opposite such Investor's name on Exhibit A-2 (a "Subsequent Closing"). There may be more than one Subsequent Closing. The date of any Subsequent Closing is hereinafter referred to as a "Subsequent Closing Date." Notwithstanding the foregoing, the maximum amount to be sold at the First Closing and all Subsequent Closings shall not exceed $600,000 in the aggregate.

(c) Closing. The First Closing and any applicable Subsequent Closings are each referred to in this Agreement as a "Closing." The First Closing Date and any Subsequent Closing Dates are each referred to herein as a "Closing Date." All Closings shall occur at the offices of TEO Foods Inc., at 455 54^th Street, Suite 102, San Diego, California 92114, or remotely via the exchange of documents and signatures.

Exhibit 10.3 -- Page 3

2.3. Closing Deliveries.

(a) At each Closing, the Company shall deliver to the Investors, against delivery by the Investor of the Purchase Price (as provided below): (a) duly issued and executed Notes and (b) this Agreement, duly executed by the Company.

(b) At each Closing, each Investor shall deliver or cause to be delivered to the Company the Purchase Price set forth in its counterpart signature page annexed hereto by paying United States dollars via bank, certified or personal check which has cleared prior to the applicable Closing Date or in immediately available funds, by wire transfer to the following account:

Wells Fargo

Acct Name: TEO Foods Inc.

Routing # XXXXX (Domestic Wires)

Acct # XXXXXX

Swift# WFBIUS6S

Ref: Investor Name

3.	Representations, Warranties and Acknowledgments of the Investors.

Each Investor, severally and not jointly, represents and warrants to the Company solely as to such Investor that:

3.1 Authorization. The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and will each constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally.

3.2 Purchase Entirely for Own Account. The Transaction Securities to be received by such Investor hereunder will be acquired for such Investor's own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the Securities Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the Securities Act, without prejudice, however, to such Investor's right at all times to sell or otherwise dispose of all or any part of such Transaction Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Transaction Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the Exchange Act or an entity engaged in a business that would require it to be so registered.

3.3. Investment Experience. Such Investor acknowledges that the purchase of the Notes is a highly speculative investment and that it can bear the economic risk and complete loss of its investment in the Notes and has such knowledge and experience in financial or business matters such that it is capable of evaluating the merits and risks of the investment contemplated hereby.

Exhibit 10.3 -- Page 4

3.4 Investment Risk; Disclosure of Information Acknowledgement of Risk. Such Investor acknowledges and understands that its investment in the Transaction Securities involves a significant degree of risk, including, without limitation, (i) the Company remains an early stage business with limited operating history and requires substantial funds in addition to the proceeds from the sale of the Units; (ii) an investment in the Company is speculative, and only purchasers who can afford the loss of their entire investment should consider investing in the Company and the Transaction Securities; (iii) the Investor may not be able to liquidate its investment; (iv) transferability of the Transaction Securities is limited; and (v) the Investor could suffer the loss of its entire investmentSuch Investor has sought such accounting, legal and tax advice from sources other than the Company or the Placement Agent (on whom Investor has not relied on for such advice) as it has considered necessary to make an informed investment decision with respect to its acquisition of the Transaction Securities. Such Investor has had an opportunity to receive all information related to the Company and the Units requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Units. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor's right to rely on the Company's representations and warranties contained in this Agreement. Investor further acknowledges that the offering of the Notes is being undertaken on a "best efforts/no minimum" basis, meaning that although the Company is offering $2.5 milllion of Notes, the Company shall have the right, in its discretion, to raise substantially less than such amount, and that no representation or warranty is hereby made that the full $2.5 million contemplated to be raised hereunder will in fact be raised.

3.5 Restricted Securities. Such Investor understands that the Transaction Securities are characterized as "restricted securities" under the U.S. federal securities laws since they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

3.6 Legends. It is understood that, except as provided below, certificates evidencing the Transaction Securities will bear the following or any similar legend:

(a) "The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws."

(b) If required by the authorities of any state in connection with the issuance of sale of the Transaction Securities, the legend required by such state authority.

3.7 Accredited Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the Securities Act ("Regulation D").

3.8 No General Solicitation. Such Investor did not learn of the investment in the Notes as a result of any public advertising or general solicitation.

Exhibit 10.3 -- Page 5

3.9 Brokers and Finders. No other broker, dealer, finder or similar party will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or any Investor, for any commission, fee or other compensation arising out the transactions contemplated hereby pursuant to any agreement, arrangement or understanding entered into by or on behalf of such Investor.

4.	Representations and Warranties of the Company.

The Company represents, warrants and covenants to the Investors that:

4.1. Organization; Execution, Delivery and Performance.

(a) The Company and each of its Subsidiaries is a corporation or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or organized, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

(b) The Company and each Subsidiary has all requisite corporate power and authority to enter into and perform the Transaction Documents and to consummate the transactions contemplated hereby and thereby and to issue the Transaction Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and each Subsidiary and the consummation by the Company and each Subsidiary of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction Securities) have been duly authorized by the Company's Board of Directors and no further consent or authorization of the Company, any Subsidiary, their respective Boards of Directors, or their respective stockholders, is required, (iii) each of the Transaction Documents has been duly executed and delivered by the Company and each Subsidiary by its authorized representative, and such authorized representative is a true and official representative with authority to sign each such document and the other documents or certificates executed in connection herewith and bind the Company accordingly, and (iv) each of the Transaction Documents constitutes, and upon execution and delivery thereof by the Company and each Subsidiary will constitute, a legal, valid and binding obligation of the Company and each Subsidiary (as the case may be) enforceable against the Company and each Subsidiary (as the case may be) in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and general principles of equity that restrict the availability of equitable or legal remedies.

4.2. Securities Duly Authorized; No Bad Actors. (a) The Transaction Securities to be issued to each such Investor pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or Liens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company. Subject to the accuracy of the representations and warranties of the Investors to this Agreement, the offer and issuance by the Company of the Transaction Securities will be issued in compliance with applicable federal and state securities laws. No registration under the Securities Act is required for the offer and sale of the Transation Securities by the Company as contemplated hereby.

Exhibit 10.3 -- Page 6

(b) None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company, or, to the Company's Knowledge, any beneficial owner (as that term is defined in Rule 13d-3 under the Exchange Act) of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

4.3 No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company or any Subsidiary and the consummation by the Company or any Subsidiary of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Transaction Securities) will not: (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws or similar documentation of any Subsidiary or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, except for possible violations, conflicts or defaults as would not, individually or in the aggregate, have a Material Adverse Effect, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents. Neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, or for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries are not being conducted in violation of any law, rule ordinance or regulation of any governmental entity, except for possible violations which would not, individually or in the aggregate, have a Material Adverse Effect. Except as required under the Securities Act, the Exchange Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement or to issue and sell the Units or Transaction Securities in accordance with the terms hereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof.

Exhibit 10.3 -- Page 7

4.4. Capitalization. (a) As of the First Closing, the authorized capital stock of the Company consists of 490,000,000 authorized shares of Common Stock, of which 9,771,000 shares are issued and outstanding. There are were 90,229,000 shares of Common Stock reserved for issuance underlying conversion of the 9,022,900 outstanding Preferred Shares. There are no outstanding options and/or warrants. Except as described above and in Schedule 4.4 hereto, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.

(b) The Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(c) The Company believes in good faith that any "nonqualified deferred compensation plan" (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a "409A Plan") complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the Company's Knowledge, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.

(d) To the extent necessary, the Company has obtained valid waivers of any rights by other parties to purchase any of the Notes covered by this Agreement.

4.5. [reserved]

4.6 Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the "Company Permits"), and there is no action pending or, to the Company's Knowledge, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since December 27, 2012, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

Exhibit 10.3 -- Page 8

4.7 Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their respective businesses, properties or assets or their officers or directors in their capacity as such, that would have a Material Adverse Effect. The Company is unaware of any facts or circumstances which might give rise to any of the foregoing. There has not been, and the Company's Knowledge, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or executive officer of the Company or any of its Subsidiaries. There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate.

4.8 No Material Changes.

(a) Since December 31, 2017, there has not been:

(i) Any material adverse change in the financial condition, operations or business of the Company from that shown on the Company Financial Statements, or any material transaction or commitment effected or entered into by the Company outside of the ordinary course of business;

(ii) Any effect, change or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect; or

(iii) Any incurrence of any material liability outside of the ordinary course of business.

4.9 No General Solicitation. Neither the Company nor any person participating on the Company's behalf in the transactions contemplated hereby has conducted any "general solicitation," as such term is defined in Regulation D promulgated under the Securities Act, with respect to any of the Notes being offered hereby.

4.10 No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Transaction Securities to the Investors. The issuance of the Transaction Securities to the Investors will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes of any stockholder approval provisions applicable to the Company or its securities or the Securities Act.

4.11 No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

Exhibit 10.3 -- Page 9

4.12 Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Transaction Securities as required under Regulation D in a timely manner and to provide a copy thereof to the Placement Agent promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Transaction Securities for sale to the Investors at the applicable Closing pursuant to this Agreement under applicable securities or "blue sky" laws of the states of the United States (or to obtain an exemption from such qualification). Except as set forth in this Section 4.12, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement.

4.13 Disclosure. The Investor acknowledges and affirms that the Company has provided all information requested by the investor and the Company has made available to investor, its counsel and advisors (if any), prior to the date hereof, the opportunity to ask questions of, and receive answers from the Company and its representatives, concerning the terms and conditions of this offering of Units and has given Investor, its counsel or advisors, access to any information, documents, financial statements, books and records relative to the Company, this offering and investment in the Company. The Company confirms all disclosure provided to the Investors regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company acknowledges and agrees that no Investor makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.

4.14 Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor ("Intellectual Property Rights") necessary to conduct their respective businesses as now conducted and as presently proposed to be conducted. None of the Company's or its Subsidiaries' Intellectual Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within two (2) years from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the Company's Knowledge, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual Property Rights. The Company is not aware of any facts which give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to take such measures would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Exhibit 10.3 -- Page 10

4.15 Tax Status. Except for occurrences that would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company and its Subsidiaries know of no basis for any such claim.

4.16 Subsidiaries. The Company intends to acquire Commercial Targa, S. A. de C. V. as a wholly owned subsidiary. Except for such subsiddiary, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

4.17 Rights of Registration and Voting Rights. Except as provided herein, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company's Knowledge, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

4.18 Property. The property and assets that the Company or any Subsidary own are free and clear of all mortgages, deeds of trust, Liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and Liens that arise in the ordinary course of business and do not materially impair the Company's or any Subsidary's ownership or use of such property or assets. With respect to the property and assets it leases, the Company and each Subsidiary is in compliance with such leases and holds a valid leasehold interest free of any Liens, claims or encumbrances other than those of the lessors of such property or assets. Neither the Company nor any Subsidiary owns any real property.

4.19 Environmental and Safety Laws. Except as could not reasonably be expected to have a Material Adverse Effect to the best of the Company's Knowledge (a) the Company or each Subsidiary is and has been in compliance with all Environmental Laws; (b) there has been no release or to the Company's Knowledge threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a "Hazardous Substance"), on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company or any Subsidiary; (c) there have been no Hazardous Substances generated by the Company or any Subsidiary that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local "superfund" site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States or any foreign jurisdiction where the Company or any Subsidiary conducts its business; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls ("PCBs") or PCBB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company or any Subsidiary, except for the storage of hazardous waste in compliance with Environmental Laws. For purposes of this Subsection 4.24, "Environmental Laws" means any law, regulation, or other applicable requirement in the United States or any foreign jurisdiction where the Company conducts its business relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

Exhibit 10.3 -- Page 11

4.20 Anti-Bribery and Anti-Corruption. Neither the Company, any Subsidiary, nor any of their respective directors, officers, agents, stockholders or employees acting on behalf of the Company or any Subsidiary, has taken any action that will is or would be in breach of any applicable laws for the prevention of fraud, bribery, corruption, racketeering, money laundering or terrorism, including but not limited to the U.S. Foreign Corrupt Practices Act, as amended, the Canadian Corruption of Foreign Officials Act, as amended. The Company any each Subsidiary has not, and covenants that it will not, in connection with the conduct of its business activities, promise, authorize, ratify or offer to make, or take any act in furtherance of any payment, contribution, gift, reimbursement or other transfer of anything of value, or any solicitation, directly or indirectly: (i) to any individual including government officials; or (ii) to an intermediary for payment to any individual including government officials; or (iii) to any political party for the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful, illegal or improper means. The Company and each Subsidiary has not, nor to the Company's Knowledge, have any of the Company's directors, officers, agents, stockholders or employees acting on behalf of the Company or any Subsidiary established or maintained any unrecorded fund or asset for any purpose, or has made any false or artificial entries on any of its books or records for any reason.

4.21 Investment Company Act. The Company is not, and after the receipt and application of the proceeds of the financing contemplated by this Agreement will not be, an "investment company" as defined in the Investment Company Act of 1940, as amended.

5. Registration Rights and Other Agreement.

5.1. Piggy-Back Registration Rights, Public Quotation

(a) The Company may, at its sole discretion, cost and expense register on the next registration statement the Company files with the SEC all Registrable Securities for public resale. The Company will use its best efforts to have the Registration Statement become effective as soon as possible after filing and to keep such Registration Statement effective for a minimum of two years from the date of effectiveness.

(b) Following the First Closing, the Company may (i) seek quotation of its Common Stock on the OTCQB or OTCQX Markets or listing of its Common Stock on a national stock exchange and (ii) become subject to the reporting requirements of the the Securities Exchange Act of 1934, as amended (collectively, the "Go Public Event"). A Go Public Event is at the sole discretion of the Company. Public quotation and a market for the Company securities may never develop.

Exhibit 10.3 -- Page 12

5.2. Indemnification.

(a) Indemnification by the Company. The Company will indemnify and hold harmless each Investor and its officers, directors, members, shareholders, partners, representatives, employees and agents, successors and assigns, and each other person, if any, who controls such Investor within the meaning of the Securities Act, against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys' fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, "Claims") reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto, to which any of them may become subject insofar as such Claims (or actions or proceedings, in respect thereof) arise out of or are based upon: (i) any untrue statement of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof; (ii) any blue sky application or other document executed by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction in order to qualify any or all of the Registrable Securities under the securities laws thereof (any such application, document or information herein called a "Blue Sky Application"); (iii) the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) any violation by the Company or its agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration; or (v) any failure to register or qualify the Registrable Securities included in any such Registration Statement in any state where the Company or its agents has affirmatively undertaken or agreed in writing that the Company will undertake such registration or qualification on an Investor's behalf and will reimburse such Investor, and each such officer, director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Investor or any such controlling person in writing specifically for use in such Registration Statement or Prospectus.

(b) Indemnification by the Investors. Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders, partner, representatives and each person who controls the Company (within the meaning of the Securities Act) against any Claims resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 5.2 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Exhibit 10.3 -- Page 13

(c) Conduct of Indemnification Proceedings. Any person entitled to indemnification hereunder shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (a) the indemnifying party has agreed to pay such fees or expenses, or (b) the indemnifying party shall have failed to assume the defense of such claim or employ counsel reasonably satisfactory to such person or (c) in the reasonable judgment of any such person, based upon written advice of its counsel, a conflict of interest exists between such person and the indemnifying party with respect to such claims (in which case, if the person notifies the indemnifying party in writing that such person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such person); and provided, further, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations hereunder, except to the extent that such failure to give notice shall materially adversely affect the indemnifying party in the defense of any such claim or litigation. It is understood that the indemnifying party shall not, in connection with any proceeding in the same jurisdiction, be liable for fees or expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No indemnifying party will, except with the consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

(d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) is unavailable to an indemnified party or insufficient to hold it harmless, other than as expressly specified therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Claim in such proportion as is appropriate to reflect the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 5.2 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

(e) Other Rights to Indemnification. The provisions of Section 5.2 of this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.

5.3. Company Efforts. If and whenever the Company elects to use its best efforts to register for public resale any Registrable Securities under the Securities Act, the Company shall, as expeditiously as possible under the circumstances:

Exhibit 10.3 -- Page 14

(a) Prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become effective as soon as possible after filing and remain effective two years.

(b) Subject to Section 5.1 of this Agreement, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement current and effective for two years and to comply with the provisions of the Securities Act, and any regulations promulgated thereunder, with respect to the sale or disposition of all Registrable Securities covered by the Registration Statement required to effect the distribution of the Registrable Securities.

(d) Use its best efforts to register or qualify the Registrable Securities covered by such Registration Statement under such other securities or blue sky laws of such jurisdictions of the United States as the Investors participating in the offering shall reasonably request, and do any and all other acts and things which may be reasonably necessary to enable each participating Investor to consummate the disposition of the Registrable Securities in such jurisdictions.

(e) Notify each Investor selling Registrable Securities, at any time when a prospectus relating to any such Registrable Securities covered by such Registration Statement is required to be delivered under the Securities Act, of the Company's becoming aware that the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and promptly prepare and furnish to each such Investor selling Registrable Securities a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. without further filings under such rule by them.

5.4. Cooperation by Investor. Each Investor shall furnish to the Company such information regarding the Investor and the distribution proposed by it as the Company may reasonably request in connection with any registration or offering referred to in this Section 5. Each Investor shall cooperate as reasonably requested by the Company in connection with the preparation of the Registration Statement with respect to such registration, and for so long as the Company is obligated to file and keep effective such Registration Statement, shall provide to the Company, in writing, for use in the Registration Statement, all such information regarding the Investor and its plan of distribution of the Note Shares, included in such registration as may be reasonably necessary to enable the Company to prepare such Registration Statement, to maintain the currency and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith.

6. Transfer Restrictions.

6.1. Transfer or Resale. Each Investor understands that:

(i) Except as provided in the registration rights provisions set forth above, the sale or resale of all or any portion of the Transaction Securities has not been and is not being registered under the Securities Act or any applicable state securities laws, and all or any portion of the Transaction Securities may not be transferred unless:

Exhibit 10.3 -- Page 15

(A) the Transaction Securities are sold pursuant to an effective Registration Statement under the Securities Act;

(B) the Investor shall have delivered to the Company, at the cost of the Company, a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that the Transaction Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration;

(C) the Transaction Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated under the Securities Act (or a successor rule) ("Rule 144")) of the Investor who agrees to sell or otherwise transfer the Transaction Securities only in accordance with this Section 6.1 and who is an Accredited Investor;

(D) the Transaction Securities are sold pursuant to Rule 144; or

(E) the Transaction Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule) ("Regulation S");

and, in each case, the Investor shall have delivered to the Company a customary opinion of counsel, in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Transaction Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

6.2 Transfer Agent Instructions. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that a public sale or transfer of such Transaction Securities may be made without registration under the Securities Act and such sale or transfer is effected, the Company shall permit the transfer and promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend (if permitted by law), in such name and in such denominations as specified by such Investor. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investors, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 6.2 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Investors shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

7. Conditions to Closing of the Investors.

The obligation of each Investor hereunder to purchase the Notes at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Investor's sole benefit and may be waived by such Investor at any time in its sole discretion by providing the Company with prior written notice thereof:

Exhibit 10.3 -- Page 16

7.1 Representations, Warranties and Covenants. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

7.2 Consents. The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Notes and Transaction Securities.

7.3 Delivery by Company. The Company shall have duly executed and delivered to such Investor each of the Transaction Documents.

7.4 No Material Adverse Effect. As of the date of first execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.

7.5 No Prohibition. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

7.6 Other Documents. The Company shall have delivered to such Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request.

8. Conditions to Closing of the Company.

The obligations of the Company to effect the transactions contemplated by this Agreement with each Investor are subject to the fulfillment at or prior to each Closing Date of the conditions listed below.

8.1. Representations and Warranties. The representations and warranties made by such Investor in Section 3 shall be true and correct in all material respects at the time of Closing as if made on and as of such date.

8.2. Corporate Proceedings. All corporate and other proceedings required to be undertaken by such Investor in connection with the transactions contemplated hereby shall have occurred and all documents and instruments incident to such proceedings shall be reasonably satisfactory in substance and form to the Company.

9. Miscellaneous.

9.1. Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile or email transmission in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

Exhibit 10.3 -- Page 17

The Company:

TEO Foods Inc.

455 54^th Street, Suite 102

San Diego, California 92114

Email: jeff@teofoods.com

Attention: Jeffrey H. Mackay, President

The Investors:

As per the contact information provided on the signature pages hereof.

9.3 Survival of Representations and Warranties. Each party hereto covenants and agrees that the representations and warranties of such party contained in this Agreement shall survive the Closing. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

9.4 Indemnification.

(a) The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including without limitation reasonable attorney fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened and the costs of enforcement thereof) (collectively, "Losses") to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company under the Transaction Documents, and will reimburse any such Person for all such amounts as they are incurred by such Person.

(b) Promptly after receipt by any Investor (the "Indemnified Person") of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity may be sought pursuant to Section 9.4, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; or (ii) in the reasonable judgment of counsel to such Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent, or if there be a final judgment for the plaintiff, the Company shall indemnify and hold harmless such Indemnified Person from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.

Exhibit 10.3 -- Page 18

9.5. Entire Agreement. This Agreement contains the entire agreement between the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter contained herein.

9.6 Underlying Shares. The Company agrees at all times as long as the Notes may be converted to keep reserved from the authorized and unissued Common Stock, such number of shares of Common Stock as may be issuable upon conversion of the Notes.

9.7. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and, except for registered broker-dealers, if any, who are specifically agreed to be and acknowledged by each party as third party beneficiaries hereof (including with the right to rely on the accuracy of all representations and warranties of the parties herein contained), is not for the benefit of, nor may any provision hereof be enforced by, any other person.

9.8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 6.1 hereof, any Investor may, without the consent of the Company, assign its rights hereunder to any person that purchases Transaction Securities in a private transaction from an Investor or to any of its "affiliates," as that term is defined under the 1934 Act.

9.10. Public Disclosures. The Company shall be entitled, without the prior approval of any Investor, to make the Press Release and any other press release or other public disclosure with respect to the transactions. The Placement Agent shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release. Without the prior written consent of the applicable Investor (which may be granted or withheld in such Investor's sole discretion), the Company shall not disclose the name of such Investor in any filing (other than any Registration Statement registering the Transaction Securities and any other filing as is required by applicable law and regulations), announcement, release or otherwise.

9.11. Binding Effect; Benefits. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; nothing in this Agreement, expressed or implied, is intended to confer on any persons other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

9.12. Amendment; Waivers. All modifications, amendments or waivers to this Agreement shall require the written consent of both the Company and a majority-in-interest of the Investors (based on the number of Units purchased hereunder).

Exhibit 10.3 -- Page 19

9.13. Applicable Law; Disputes. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and each Transactions Document shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each of the Company and the Investors agree that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and each Transaction Document (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of San Diego. Each of the Company and the Investors hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of San Diego for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, each Transaction Document or the transactions contemplated hereby.

9.14. Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

9.15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed and emailed via facsimile and/or email, which shall be deemed an original.

9.16. Independent Nature of Investors. The obligations of each Investor under this Agreement or other transaction document are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or any other transaction document. Each Investor shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The decision of each Investor to purchase Notes pursuant to this Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Investor or by any agent or employee of any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any other transaction document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Except as otherwise provided in this Agreement or any other transaction document, each Investor shall be entitled to independently protect and enforce its rights arising out of this Agreement or out of the other transaction documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in connection with the transactions contemplated hereby and acknowledge and understand that Jeffrey H. Mackay, Esq., Rowe Mullen LLP or any other legal firm associated with Jeffrey H. Mackay, Esq. or TEO Foods Inc. has not provided any legal services or advise to any investor in this offering.

Exhibit 10.3 -- Page 20

9.17 Payment Set Aside. To the extent that the Company makes a payment or payments to the Investors hereunder or pursuant to any of the other Transaction Documents or the Investors enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

Exhibit 10.3 -- Page 21

IN WITNESS WHEREOF, the undersigned Investors and the Company have caused this Securities Purchase Agreement to be duly executed as of the date first above written.


	TEO FOODS INC.
	By: Name: Title:

	INVESTORS: The Investors executing the Signature Page in the form attached hereto as Annex A and delivering the same to the Company or its agents shall be deemed to have executed this Agreement and agreed to the terms hereof.

Exhibit 10.3 -- Page 22

Schedule 4.4

Capitalization

As of the date the first closing, the Company had 9,771,000 outstanding shares of Common Stock. There are currently 90,229,000 shares of Common Stock reserved for issuance underlying conversion of the 9,022,900 outstanding Preferred Shares. There are no outstanding options and/or warrants. The Company's board of directors reserves the right to issue options or warrants in its discretion in the future. As of June 25, 2018, our officers and directors collectively own 7,687,500 shares of Common Stock, or 78.7% of our currently outstanding Common Stock.

Common Stock – The Company has 490,000,000 authorized shares of Common stock; par value $0.001

Preferred Stock – The Company has 10,000,000 authorized shares of Common stock; par value $0.001

Exhibit 10.3 -- Page 23

Annex A

Securities Purchase Agreement

Investor Counterpart Signature Page

The undersigned, desiring to: (i) enter into this Securities Purchase Agreement dated as of June __, 2018 (the "Agreement"), with the undersigned, TEO Foods Inc., a Nevada corporation (the "Company"), in or substantially in the form furnished to the undersigned and (ii) purchase the Notes of the Company as set forth below, hereby agrees to purchase such Notes from the Company as of the Closing and further agrees to join the Agreement as a party thereto, with all the rights and privileges appertaining thereto, and to be bound in all respects by the terms and conditions thereof. The undersigned specifically acknowledges having read the representations in the Agreement section entitled "Representations, Warranties and Acknowledgments of the Investors," and hereby represents that the statements contained therein are complete and accurate with respect to the undersigned as an Investor.

Name of Investor:

If an entity:

Print Name of Entity:___________________________

By:__________________________

Name:

Title:

If an individual:

Print Name:__________________________

Signature:__________________________

If joint individuals:

Print Name:__________________________

Signature:__________________________

All Investors:

Address:

Telephone No.:__________________________

Email Address:__________________________

The Investor hereby elects to purchase:

Notes under the Securities Purchase Agreement at a total Purchase Price of

$ (to be completed by Investor).

Exhibit 10.3 -- Page 24

Exhibit A-1

First Closing held on June , 2018

Schedule of Investors

Investor	Principal Amount of Note











FIRST CLOSING TOTAL

Exhibit 10.3 -- Page 25

EX-10.31 8 ex10_31.htm

Exhibit 10.3.1

THE SECURITIES EVIDENCED BY THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

SECURED CONVERTIBLE PROMISSORY NOTE

Principal Amount: US $___,000 Issuance Date: _____ __, 2018

FOR VALUE RECEIVED, the undersigned, TEO Foods Inc., a Nevada corporation (the "Obligor"), hereby promises to pay to the order of ________________ (the "Holder"), the principal amount of _______________ Dollars ($__,000) payable as set forth below ("Principal"). The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of eight percent (8%) per annum, which interest ("Interest") shall be payable on the Maturity Date (defined below) or the Conversion Date (defined below). The payments of Principal and interest hereunder shall be made in the currency of the United States of America.

This Secured Convertible Promissory Note ("Note") is being issued pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and between the Obligor and the Holder (the "Purchase Agreement"), and is entitled to the benefits of, and evidences obligations incurred under the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

All payment obligations under this Note are secured by the equity ownership in Commercial Targa, S. A. de C. V. held by the Obligor (the "Subsidiary").

This Note shall be subject to the following additional terms and conditions as part of the agreement between the Holder and Obligor:

1. Maturity. Subject to Section 3 hereof, all Principal shall be due on demand of the Holder in one (1) installment on or after _____ __, 2020 (the "Maturity Date") or prior to such Maturity Date in an Event of Default as provided in Section 9 hereof. On the Maturity Date, the Obligor shall pay to the Holder an amount in cash representing all outstanding Principal, any unpaid Interest and any other outstanding amounts due to the Holder.

2. Payments; Interest. Interest shall be payable on the Maturity Date or the Conversion Date (except as set forth herein) in arrears to the Holder. Interest shall be calculated on the basis of the year of 360 days. Payment shall be made by wire transfer as instructed by the Holder or by check mailed within five (5) days of the date due, to the address of the Holder as indicated in the Purchase Agreement or as may be changed by the Holder upon ten (10) days written notice to the Obligor at the principal address identified in the Purchase Agreement. In the event that any payment to be made hereunder shall be or become due on Saturday, Sunday or any other day which is a legal bank holiday, such payment shall be or become due on the next succeeding business day.

Exhibit 10.3.1 -- Page 1

3. Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time prior to the date that is thirty (30) days prior to the Maturity Date, the Obligor shall have the right, exercisable on not less than thirty (30) days' prior written notice to the Holder of the Note, to prepay the outstanding Principal amount and Interest then due under this Note, in whole or in part, in accordance with this Section 3. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder of the Note and shall state: (1) that the Obligor is exercising its right to prepay the Note, and (2) the date of prepayment (which shall not less than thirty (30) days from the date of the Optional Prepayment Notice, and during which period this Note made be converted in accordance with the terms hereof). On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower in the Optional Prepayment Notice.

4. Conversion.

(a) This Note, and any accrued and unpaid Interest hereon, at the option of the Holder, shall be convertible into shares of common stock of the Obligor, par value $0.001 per share (the "Common Stock") in whole or in part at any time, at a conversion price (the "Conversion Price") The principal and any accrued and unpaid Interest may be converted, at the option of the holder, into the Common Stock at a price per share of calculated at a 20% discount to the 30-day average bid price of the Common Stock as may be quoted on the OTCQB, OTCQX Markets or listing on a national stock exchange and in no case below a price of $0.20 per share.

The Holder shall effect conversions under Section 4(a) by surrendering to the Obligor the Note and by delivering to the Obligor a written conversion notice (the "Holder Conversion Notice"). Each Holder Conversion Notice shall specify the amount of Principal and Interest to be converted and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Holder Conversion Notice to the Obligor (the "Conversion Date"). If the Holder is converting less than the entire Principal amount (and pro rata Interest) of this Note, then the Obligor shall deliver to the Holder a new Note for such Principal amount that has not been converted within five (5) business days of the Conversion Date. Each Holder Conversion Notice, once given, shall be irrevocable.

(b) If the Obligor at any time, or from time to time, subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. If the Obligor at any time, or from time to time, combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effective or, in the case of a stock dividend, the date of such event. Whenever the Conversion Price is adjusted the Obligor shall promptly mail notice of such adjustment to the Holder, which notice shall set forth the Conversion Price after adjustment, the date on which such adjustment became effective and a brief statement of the facts resulting in such adjustment.

(c) If the Obligor, by reclassification of securities or otherwise, shall change any of the securities as to which conversion rights under this Note exist into the same or a different number of securities of any other class or classes, this Note shall thereafter be convertible into such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the conversion rights under this Note immediately prior to such reclassification or other change, and the Conversion Price therefore shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4(c) upon any conversion or redemption of the Common Stock which is the subject of Section 4(d).

Exhibit 10.3.1 -- Page 2

(d) In case of any capital reorganization of the capital stock of the Obligor (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or any merger or consolidation of the Obligor with or into another corporation, or the sale of all or substantially all the assets of the Obligor then, and in each such case, as a part of such reorganization, merger, consolidation, sale or transfer, lawful provision shall be made so that the Holder of this Note shall thereafter be entitled to receive upon conversion of this Note, the number of shares of stock or other securities or property (including cash) to which the holder of the shares deliverable upon conversion of this Note would have been entitled to receive in such reorganization, consolidation, merger, sale or transfer if this Note had been converted immediately before such reorganization, merger, consolidation, sale or transfer, all subject to further adjustment as provided in this Section 4. The foregoing provisions of this Section 4(d) shall similarly apply to successive reorganizations, consolidations, mergers, sales and transfers and to the stock or securities of any other corporation that are at the time receivable upon the conversion of this Note. In all events, appropriate adjustment (as determined in good faith by the Obligor's Board of Directors) shall be made in the application of the provisions of this Note with respect to the rights and interests of the Holder after the transaction, to the end that the provisions of this Note shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon conversion of this Note.

(e) In case all or any portion of the authorized and outstanding shares of Common Stock of the Obligor are redeemed or converted or reclassified into other securities or property pursuant to the Obligor's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Note, upon conversion hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), shall receive, in lieu of the number of Conversion Shares that would have been issuable upon such conversion immediately prior to the Termination Date, the securities or property that would have been received if this Note had been converted in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Note.

(f) Not later than ten (10) business days after the Conversion Date, the Obligor will deliver, or will cause to be delivered, to the Holder a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of all or a portion of the Principal amount of or Interest under this Note (the "Conversion Shares"). If the Obligor fails to deliver to the Holder a certificate or certificates representing the Conversion Shares pursuant to Section 4(a) of this Note by the close of business on the tenth business day after the date of exercise, then the Holder will have the right to rescind such exercise. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Obligor's failure to timely deliver certificates representing Conversion Shares upon conversion of this Note as required pursuant to the terms hereof.

(g) Certificates representing shares of Common Stock to be delivered upon a conversion hereunder may bear restrictive legends and may be Restricted Securities as defined in the Purchase Agreement; such securities may be resold without registration under the Securities Act only in certain limited circumstances. Such shares may have affixed thereto a legend substantially in the following form:

Exhibit 10.3.1 -- Page 3

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

(h) The Obligor shall at all times reserve out of its authorized and unissued shares of Common Stock a number of Conversion Shares necessary to satisfy a full conversion of the Principal amount of and Interest under this Note (the "Required Reserve Amount"). If at any time while this Note remains outstanding the Obligor does not have a sufficient number of authorized shares of Common Stock to satisfy its obligation to reserve the Required Reserve Amount (an "Authorized Share Failure"), then the Obligor shall take all action necessary to increase the Obligor's authorized shares of Common Stock to an amount sufficient to satisfy the Required Reserve Amount. As soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence, the Obligor shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. For the avoidance of doubt, an Authorized Share Failure shall constitute an Event of Default pursuant to Section 9 of this Note, notwithstanding the Obligor's obligation or efforts to comply with the requirements set forth in the immediately preceding sentence.

(i) Upon a conversion hereunder the Obligor shall not be required to deliver stock certificates representing fractions of shares of Common Stock. All fractional shares shall be rounded to the nearest whole share as full, final and complete satisfaction of its obligations for any conversion hereunder.

(j) The transfer of certificates for Conversion Shares shall be made without cost or charge to the Holder in respect of the issue or delivery of such certificate, provided that the Obligor shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion.

(k) Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Conversion Notice, shall be in writing and delivered in accordance with the Section 9.2 of the Purchase Agreement.

5. No Waiver. No failure or delay by the Holder in exercising any right, power or privilege under the Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. No course of dealing between the Obligor and the Holder shall operate as a waiver of any rights by the Holder.

Exhibit 10.3.1 -- Page 4

6. Waiver of Presentment and Notice of Dishonor. The Obligor and all endorsers, guarantors and other parties that may be liable under this Note hereby waive presentment, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

7. Transfer. This Note and the Conversion Shares may not be offered for sale, sold, transferred or assigned in the absence of (a) an effective registration statement for this Note or the Conversion Shares, as applicable, or (b) an opinion of counsel (selected by the Holder and reasonably acceptable to the Obligor), in a form reasonable acceptable to the Obligor, that this Note and the Conversion Shares may be offered for sale, sold, assigned or transferred pursuant to an exemption from registration.

8. Registration. The Obligor shall register all of the Conversion Shares pursuant to the terms of the Purchase Agreement.

9. Events of Default. The entire unpaid Principal amount of this Note and all accrued and unpaid Interest shall, at the option of the Holder exercised by written notice to the Obligor forthwith become immediately and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice; provided that, notwithstanding the foregoing, if an Event of Default specified in clause (b) or (c) of this Section 9 occurs, all such amounts due under this Note shall become and be immediately due and payable without any notice, declaration or other act on the part of the Holder of this Note:

(a) if the Principal of this Note and the Interest due thereon is not paid when and as the same shall become due and payable, whether at maturity, or by acceleration or otherwise, and such default have continued for a period of seven (7) days.

(b) if the Obligor shall:

(i)	file a petition in bankruptcy or petition to take advantage of any insolvency act;

(ii)	on a petition in bankruptcy filed against the Obligor, be adjudicated a bankrupt; or

(iii)

file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof;

(c) if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any substantial part of the Obligor's property, and such other judgment or decree shall not be vacated or set aside or stayed with thirty (30) days from the date of entry thereof;

Exhibit 10.3.1 -- Page 5

(d) if, under the provisions of any other law for the relief or aid of debtors, any court or competent jurisdiction shall assume custody or control of the whole or any substantial part of Obligor's property and such custody or control shall not be terminated or stayed within (30) days from the date of assumption of such custody or control;

(e) if any money judgment, writ or similar process shall be entered or filed against the Obligor or any Subsidiary or any of its or their property or other assets for more than $250,000, and shall remain unvacated, unbonded or unstayed for a period of sixty (60) days;

(f) there shall occur a dissolution, liquidation, or winding up of Obligor, any Subsidiary or any substantial portion of its or their business;

(g) if there is any cessation of operations by Obligor or any Subsidiary or Obligaor or any Subsidiary admits it is otherwise generally unable to pay its debts as such debts become due;

(h) the failure by the Obligor or any Subsidiary to maintain any material intellectual property rights, personal property, real property or other assets or rights which are necessary to conduct its business (whether now or in the future);

(i) any court of competent jurisdiction issues an order declaring this Note, any other Transaction Document or any provision hereunder or thereunder to be illegal; or

(e) if the Obligor breaches any covenant, agreement, representation or warranty in any of the Transaction Documents, and such breach continues for a period of at least thirty (30) days.

10. Remedies. In case any one or more of the Events of Default specified in Section 9 hereof shall have occurred, the Holder may proceed to protect and enforce its rights whether by suit and/or equity and/or by action law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the Holder may proceed to enforce the payment of all sums due upon the Note or enforce any other legal or equitable right of the Holder. In case any one or more of the Events of Default specified in Section 9 hereof shall have occurred, the Obligor shall pay the Holder for the costs of collection and enforcement, including reasonable attorneys' fees.

11. Certain Covenants. So long as the Obligor shall have any obligation under this Note, the Obligor shall:

(a)	abide by Section 15 hereof;

(b) maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary;

12. Severability. In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Exhibit 10.3.1 -- Page 6

13. Non-Circumvention. The Obligor hereby covenants and agrees that the Obligor will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

14. Governing Law. This Note and the right and obligations of the Obligor and the Holder shall be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of law provisions thereof.

15. Security. All payment obligations under this Note are secured by the equity ownership in the Subsidiary. The Holder shall have a security interest in the subsidiary held by the Obligor and in the event of any sale or other transfer of the Subsidiary the holder would be entitled its pro rata portion of the proceeds towards satisfaction of any outstanding payments obligations due to the holder.

16. Usury. To the extent it may lawfully do so, the Obligor hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Obligor under this Note for payments which under California law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the "Maximum Rate"), and, without limiting the foregoing, in no event shall any rate of interest when aggregated with any other sums which under California law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by California law and applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Obligor to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Obligor, the manner of handling such excess to be at the Holder's election.

IN WITNESS WHEREOF, TEO Foods, Inc., has signed this Note effective as of the __________ day of ______ 2018.

OBLIGOR:

TEO FOODS INC.

By:

Name: Jeffrey H. Mackay

Title: President

Exhibit 10.3.1 -- Page 7

EX-10.4 9 ex10_4.htm

Exhibit 10.4

Promissory Note

Principal Amount: US$ 100,000

Issuance Date: July 31, 2018

FOR VALUE RECEIVED, the undersigned, TEO Foods, Inc.; a Nevada Corporation (the "Obligor"), hereby promises to pay to the order of Sandro Piancone, an individual (the "Holder"), the principal amount of one hundred thousand dollars ($100,000) payable as set forth below ("Principal"). The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of eight percent (8%) per annum, which interest ("Interest") shall be payable as set forth herein in full at the maturity Date. The payments of principal and interest hereunder shall be made in the currency of the United States of America.

This Promissory Note ("Note") is by and between the Obligor and the Holder and is entitled to the benefits of, and evidences obligations contained in this note. This Note shall be subject to the following terms and conditions as the agreement between the Holder and Obligor:

Maturity. Subject to Section 3 hereof, all outstanding Principal shall be due on demand of the Holder in one (1) installment on or after October 31, 2018 (the "Maturity Date") or prior to such Maturity Date in an Event of Default as provided in Section 9 hereof. On the Maturity Date, the Holder shall surrender this Note to the Obligor and the Obligor shall pay to the Holder an amount in cash representing all outstanding Principal, any unpaid Interest and any other outstanding amounts due to the Holder.

Payments; Interest. Interest shall be calculated on the basis of the year of 360 days. Payment shall be made by check mailed within five (5) days of the date due, to the address of the Holder as indicated or as may be changed by the Holder upon ten (10) days written notice to the Obligor. In the event that any payment to be made hereunder shall be or become due on Saturday, Sunday or any other day which is a legal bank holiday, such payment shall be or become due on the next succeeding business day.

Prepayment The Obligor and the Holder understand and agree that the principal amount and any accrued interest accumulated on this Note (including without limitation, interest accrued after the most recent annual interest payment date) may be prepaid, without penalty to the Obligor, in part or in whole by the Obligor upon ten (10) days written notice to the Holder.

Exhibit 10.4 -- page 1

4. No Waiver. No failure or delay by the Holder in exercising any right, power or privilege under the Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. No course of dealing between the Obligor and the Holder shall operate as a waiver of any rights by the Holder.

5. Waiver of Presentment and Notice of Dishonor. The Obligor and all endorsers, guarantors and other parties that may be liable under this Note hereby waive presentment, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

6. Events of Default. The entire unpaid principal amount of this Note and all accrued and unpaid interest (including without limitation, interest accrued after the most recent semi-annual interest payment date) shall, at the option of the Holder exercised by written notice to the Obligor forthwith become and be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, if any one or more of the following events (herein called "Events of Default") shall have occurred (for any reason whatsoever and whether such happening shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgement, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and be continuing at the time of such notice; provided that, notwithstanding the foregoing, if an Event of Default specified in clause (b) or (c) of this Section 9 occurs, all such amounts due under this Note shall become and be immediately due and payable without any declaration or other act on the part of the Holder of this Note:

(a) if default shall be made in the due and punctual payment of the principal of this Note and the interest due thereon when and as the same shall become due and payable, whether at maturity, or by acceleration or otherwise, and such default have continued for a period of seven (7) days.

(b) if the Obligor shall:

(i)

file a petition in bankruptcy or petition to take advantage of any insolvency act;

(ii)

on a petition in bankruptcy filed against him, be adjudicated a bankrupt;

(iii)

Exhibit 10.4 -- page 2

(c) if the court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Obligor, a receiver of the whole or any substantial part of the Obligor's property, and such other judgment or decree shall not be vacated or set aside or stayed with thirty (30) days from the date of entry thereof;

(e) if, the Obligor breaches any covenant, agreement, representation or warranty in this Note or the Purchase Agreement, and such breach continues for a period of at least thirty (30) days.

7. Remedies. In case any one or more of the Events of Default specified in Section 9 hereof shall have occurred, the Holder may proceed to protect and enforce its rights whether by suit and/or equity and/or by action law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note, or the Holder may proceed to enforce the payment of all sums due upon the Note or enforce any other legal or equitable right of the Holder.

8. Severability. In the event that one or more of the provisions of this Note shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

9. Non-Circumvention. The Obligor hereby covenants and agrees that the Obligor will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this Note.

10. Governing Law. This Note and the right and obligations of the Obligor and the Holder shall be governed by and construed in accordance with the laws of the State of California without giving effect to the conflict of law provisions thereof, and the parties hereto irrevocably submit to the exclusive jurisdiction of the Superior Court of California, County of San Diego, in respect of any dispute or matter arising out of or connected with this Note.

11. Security Interest. The principal amount of this note shall be secured by a 5% ownership interest in Commercial Targa, S. A. de C. V. which the obligor is currently contracted to acquire and is the intended use of proceeds of the principal of this note. Upon repayment of the Principal amount of this note the security interest shall terminate. There is no guaranty that the acquisition of Commercial Targa, S. A. de C. V. will be completed and the security interest will ever vest. The Holder affirms he is a related party with a pecuniary interest in Commercial Targa, S. A. de C. V. and understands the limitations of the security interest.

Exhibit 10.4 -- page 3

IN WITNESS WHEREOF, TEO Foods, Inc., has signed this Note effective as of the 31^st day of July 2018.

OBLIGOR:

TEO Foods, Inc.

By: /s/Jeffrey H. Mackay

Jeffrey H. Mackay

President

The Holder Agrees and Accepts the terms of this Promissory Note effective as of the 31^st day of July 2018.

HOLDER:

Sandro Piancone

By: /s/Sandro Piancone

Name: Sandro Piancone

Business Address:

Exhibit 10.4 -- page 4

EX-10.5 10 ex10_5.htm

Exhibit 10.5

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT effective as of July 30, 2018 by and among TEO FOODS, INC., a Nevada corporation ("Buyer"), NERYS USA INC., a Nevada corporation, each of the Persons set forth on Schedule A hereto ("Sellers"), and COMERCIAL TARGA, S.A. de C.V., a Mexican corporation (the "Company").

RECITALS

WHEREAS, Sellers own and are the record holders of 100% of the issued and outstanding capital stock of the Company as set forth on Schedule A (collectively, the "Stock"); and

WHEREAS, each Seller desires to sell to Buyer the Stock owned by such Seller and Buyer desires to purchase the Stock from Sellers, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained in this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

Article I
Definitions

1.1 Definitions. For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Affiliate" of any specified Person means (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and (ii) any five percent stockholder of such Person. For purposes of this definition, "control" when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Agreement" means this Agreement and includes all of the schedules and exhibits annexed hereto.

"Bankruptcy Laws" means the United States Bankruptcy Code (Title 11, United States Code) and any state or federal Laws pertaining to insolvency, as the same may be amended from time to time.

"Business Day" means any weekday, except for any weekday on which banks are to close in California.

"Confidential Information" means the confidential affairs and proprietary information of the Company, including all information, observations and data disclosed to, or developed or obtained by, Sellers while owning the Company if related to the Company's business.

"Contract" means any contract, lease, license, purchase order, sales order, obligation or other agreement or binding commitment, whether or not in written form.

"Court Order" means any judgment, decree, injunction, order or ruling of any Governmental Authority or authority that is binding on any Person or its property under applicable Law.

"Environmental Laws" means any Law relating to Hazardous Substances, the protection of human health and safety, the environment or natural resources, including without limitation any Governmental Rule relating to the generation, use, processing, treatment, storage, release, transport or disposal of Hazardous Substances.

Exhibit 10.5 -- Page 1

"Governmental Authority" means any (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, municipal, foreign or other government, or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, body or other entity and any court, arbitrator or other tribunal).

"Hazardous Material" means any substance, material, liquid or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as "hazardous," "toxic," "pollutant," "contaminant," "radioactive," or words of similar meaning or effect, including, without limitation, petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.

"Knowledge" and "Knowledge of the Company" means, the actual knowledge or awareness of each Seller and any other officer or director of the Company and the knowledge or awareness that each such Person would have obtained after reasonable due diligence or inquiry in light of the circumstances.

"Laws" means any federal, state, local or foreign statute, code, law, ordinance, regulation, Court Order, judgment, writ, injunction, award or decree or rule of any Governmental Authority, including without limitation those covering environmental, energy, safety, health, transportation, bribery, record keeping, zoning, antidiscrimination, antitrust, wage and hour, and price and wage control matters, as well as any applicable principle of common law.

"Licenses and Permits" means all foreign, local, state and federal licenses, permits, registrations, certificates, Contracts, consents, accreditations and approvals necessary for the operation of the Business.

"Lien" means any lien (statutory or other), pledge, mortgage, deed of trust, assignment, deposit arrangement, priority, security interest, restriction on voting or disposition or other charge or encumbrance or other preemptive or preferential arrangement of any kind or nature whatsoever (including the interest of a lessor under a capitalized lease having substantially the same economic effect), any conditional sale or other title retention agreement, any lease in the nature thereof and the filing or existence of any financing statement or other similar form of notice under the Laws of any jurisdiction, any security agreement authorizing any Person to file such a financing statement, whether arising by contract, operation of law, or otherwise, or any restriction on the right to vote.

"Losses" means any and all damages, costs, liabilities, losses, judgments, settlements, awards, penalties, fines, expenses or other costs, including reasonable attorneys' fees, expert fees and costs of investigation, enforcement and collection suffered or incurred by an Indemnified Party.

"Material Adverse Effect" means, (i) with respect to the Company or Sellers, a material adverse effect on either (A) the assets, operations, personnel, condition (financial or otherwise) or prospects of the Company, or (B) any of Sellers' ability to consummate the transactions contemplated hereby, and (ii) with respect to Buyer, a material adverse effect on either (A) the assets, operations, personnel, condition (financial or otherwise) or prospects of Buyer, or (B) Buyer's ability to consummate the transactions contemplated hereby.

"Material Contract" means, any contract defined in Item 601(b)(10) of Regulation S-K under the US Securities Act of 1933.

"ISA's" means International Standards on Auditing, consistently applied, as in effect on the date of this Agreement.

"Party" and "Parties" means, individually and collectively, the Company, Sellers and Buyer.

Exhibit 10.5 -- Page 2

"Person" means any individual, partnership, limited liability company, limited liability partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).

"Release" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching into the indoor or outdoor environment, and includes any migration of any Hazardous Material from or onto the properties owned or leased by the Company.

"Related Party" means (w) the Company, (x) any Affiliate of the Company, (y) any manager, officer or equity holder of the Company or of any Affiliate of the Company and (z) any Affiliate or family member of any Person described in clause (y) above.

"Remedial Action" means all actions to (i) clean up, remove, treat or in any other way address any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care or (iv) to otherwise correct a condition of noncompliance with Environmental Laws.

"Solvent" means, with respect to any Person, that at the time of determination: (i) the present fair saleable value of the assets (i.e., the price a buyer is willing to pay for such asset in an arms-length transaction) of such Person will exceed the amount that will be required to pay the probable liability on the existing debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person as they become absolute and matured; (ii) the sum of the debts (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person will not exceed all of the property of such Person at a fair valuation; (iii) the assets of such Person do not constitute unreasonably small capital for such Person to carry on its businesses as now conducted or proposed to be conducted; and (iv) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature. For purposes of the preceding sentence, the amount of contingent obligations outstanding at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that are reasonably expected to become an actual or matured liability.

"Subsidiary" and "Subsidiaries" means, with respect to any Person, any other Person of which more than 50% of the total voting power of capital stock entitled to vote (without regard to the occurrence of any contingency) in the election of directors (or other Persons performing similar functions) are at the time directly or indirectly owned by such specified Person.

"Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, capital gain, intangible, environmental, custom duties, capital stock, profits, franchise, employee's income withholding, foreign withholding, social security (or its equivalent), unemployment, disability, real property, personal property, sales, use, transfer, value added, registration, alternative or add-on minimum, estimated or other tax of any kind, including any interest, penalties or additions to tax in respect of the foregoing, whether disputed or not, and any obligation to indemnify, assume or succeed to the liability of any other Person in respect of the foregoing; and the term "Tax Liability" shall mean any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to become due) with respect to Taxes.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Third Party Claim" means a claim or demand made by any Person, other than Buyer, Sellers or the Company, against an Indemnified Party.

Exhibit 10.5 -- Page 3

"Transaction Documents" means this Agreement and any document or instrument which shall be executed and delivered at the Closing by the Company, Sellers or Buyer, as the case may be.

"Benefit Plan" means any plan or program maintained for past or present employees of the Company, including without any limitation health insurance plan, life insurance plan, option plan, bonus plan, savings plan or severance plan, profit sharing, bonus, stock option, stock purchase, stock bonus, restricted stock, stock appreciation right, phantom stock or other equity-based compensation arrangement, vacation pay, holiday pay, tuition reimbursement, scholarship, severance, dependent care assistance, excess benefit, bonus, incentive compensation, salary continuation, supplemental retirement, deferred compensation, employee loan or loan guarantee program, split dollar, cafeteria plan, and other compensation arrangements and other material agreement, arrangement, plan, policy, practice or program related to employment, compensation or employee benefits whether written or unwritten, funded or unfunded, formal or informal, that are maintained or contributed to by the Company.

"U.S. GAAP" means generally accepted accounting principles in effect in the United States of America, consistently applied, as in effect on the date of this Agreement.

Article II
Purchase and Sale

2.1 Purchase and Sale. On the Closing Date, subject to the terms and conditions hereof, Sellers agree to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase from Sellers, all of the Stock, free and clear of all Liens.

2.2 Purchase Price and Payment Terms. Subject to the terms and conditions hereof, as consideration for the Stock and the agreements contained herein, the purchase price for the Stock shall be an aggregate valuation of Two Million U.S. Dollars (U.S.$2,000,000) (the "Purchase Price").

On the Closing Date, Buyer shall have completed payment of the Purchase Price in the following manner (the "Payment Terms"):

(a) Five Hundred Thousand U.S. Dollars (U.S.$500,000) which shall be paid in cash by wire transfer to such account or accounts designated by Sellers to Buyer in writing and shall be received by the Closing Date; and

(b) Seven Hundred Forty Thousand U.S. Dollars (U.S.$740,000) which shall be paid by a promissory note from the Buyer in the form identified in Exhibit "A" attached hereto in the amount of Seven Hundred Forty Thousand U.S. Dollars (U.S.$740,000) which shall be executed and delivered at Closing.

(c) Seven Hundred Sixty Thousand U.S. Dollars (U.S.$760,000) which shall be paid by the issuance at Closing of Fifteen Million Common shares of TEO Foods Inc. Common shares to NERYS USA Inc.

2.3 Closing. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the "Closing") shall be held at 11:00 a.m. local time on the later of (i) October 1, 2018 or (ii) the satisfaction or waiver of all conditions to closing contained herein at the San Diego offices of NERYS USA Inc., or at such other time and/or place as the Parties otherwise agree (the "Closing Date").

Exhibit 10.5 -- Page 4

Article III
Representations and Warranties of the Company and NERYS USA Inc.

As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, the Company and Sellers hereby, jointly and severally, make the following representations and warranties to Buyer, subject to qualification by the disclosure schedules. The information disclosed in any particular disclosure schedule shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered section in this Agreement and shall not be deemed to relate to or to qualify any other representation or warranty.

3.1 Organization and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the Mexico. The Company is duly qualified or licensed to do business in each jurisdiction in which the character of the properties or assets owned, leased or operated by it or the nature of the activities conducted makes such qualification or licensing necessary.

NERYS USA Inc. is a corporation duly organized, validly existing and in good standing under the Laws of the Nevada. It is duly qualified or licensed to do business in each jurisdiction in which the character of the properties or assets owned, leased or operated by it or the nature of the activities conducted makes such qualification or licensing necessary.

3.2 Corporate Power. The Company has all requisite corporate power and authority necessary to own and/or lease and operate its properties and assets and to carry on its business as now conducted. It has all requisite corporate power and authority to execute, deliver, carry out and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby.

NERYS USA Inc. has all requisite corporate power and authority necessary to own and/or lease and operate its properties and assets and to carry on its business as now conducted. It has all requisite corporate power and authority to execute, deliver, carry out and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby.

3.3 Authorization; Binding Obligations. The execution, delivery and performance of this Agreement and each other Transaction Document to which NERYS USA Inc. and the Company is a party and the consummation of the other transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of NERYS USA Inc. and the Company. This Agreement has been duly executed and delivered by NERYS USA Inc. and the Company and, at the Closing, each of the other Transaction Documents to which NERYS USA Inc. and the Company is a party will be duly executed and delivered by NERYS USA Inc. and the Company. This Agreement is, and at the Closing each of the other Transaction Documents to which the Company is a party will be, a legal, valid and binding obligation of NERYS USA Inc. and the Company, enforceable against NERYS USA Inc. and the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar Laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability, and except as rights of indemnity or contribution may be limited by securities Laws or the public policy underlying such Laws.

3.4 Conflict; Existing Defaults.

(a) Neither the execution, delivery and performance by NERYS USA Inc. and the Company of this Agreement or the other Transaction Documents to which NERYS USA Inc. and the Company is a party nor the consummation of the transactions contemplated hereby or thereby, will conflict with, violate, or cause a default under, result in the imposition of any Lien under or give rise to a right of termination, acceleration, suspension, revocation, cancellation or amendment under, (i) the organizational documents of NERYS USA Inc. and the Company, (ii) any Contract to which NERYS USA Inc. and the Company is a party, or by which its assets are bound, or (iii) any applicable Laws.

Exhibit 10.5 -- Page 5

(b) The Company is not (i) in default, breach or violation of its organizational documents, as in effect as of the date hereof, as applicable, or (ii) in default, breach or violation of any Contract required to be disclosed on Schedule 3.9(a) to which it is a party or by which it or its assets is or may be bound, except, in the case of clause (ii), for such default, breach or violation as, individually or in the aggregate, is not likely to have a Material Adverse Effect.

3.5 Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be obtained or made by the Company in connection with the execution, delivery and performance of this Agreement or any other Transaction Document to which NERYS USA Inc. and the Company is a party and the consummation of the transactions contemplated hereby and thereby.

3.6 Capitalization. The Company's authorized capital stock consists of 3,809,959 shares of Series A stock and 106,865,673 shares of Series B stock. The issued and outstanding shares of common stock are owned as set forth on Schedule A. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights or Contract binding upon the Company or any applicable Laws. Except as set forth on Schedule A, there are no outstanding (i) shares of capital stock or other voting securities of the Company, (ii) securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options, warrants or other rights to acquire from the Company or obligations of the Company to issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, or (iv) equity equivalent interests in the ownership or earnings of the Company or stock appreciation, phantom stock, right of first refusal, commitment or other similar rights. There are no voting trusts, proxies or other agreements or understandings with respect to the voting, registration or transfer of ownership of the Company's capital stock. The Company is not subject to any obligations (contingent or otherwise) to repurchase, redeem or otherwise acquire or retire any shares of its capital stock. All dividends or distributions on securities of the Company that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials and the Closing Financials.

3.7 Subsidiaries. The Company has no Subsidiaries. The Company does not own, directly or indirectly, any capital stock, partnership interest, joint venture interest or other equity interest of any other Person.

3.8 Financial Statements; Undisclosed Liabilities.

(a) The books of account and other financial records of the Company, all of which have been made available to Buyer, are correct and complete in all material respects, represent actual bona fide transactions and have been maintained in accordance with sound business and accounting practices. Each transaction is properly and accurately recorded in the books and records of the Company. The Company maintains an adequate system of internal accounting controls and does not engage in or maintain any off-the-books accounts or transactions.

(b) Provided supplemental prior to Closing and in final form at Closing are the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the "Company Historical Financials") and in clause (iii) referred to as the "Company Closing Financials":

(i) the Company's audited balance sheets and statements of income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2016 and 2017; and

(ii) the Company's unaudited interim balance sheet and statements of income, retained earnings and cash flows as of and for the six months ended June 30, 20018

(iii) the Company's unaudited interim balance sheet and statements of income, retained earnings and cash flows as of and for the nine months ended September 30, 2018 (the "Company Closing Financials").

Exhibit 10.5 -- Page 6

The Company Historical Financials (including, in each case, the related schedules and notes, if any) fairly present the financial condition, results of operations and changes in financial position of the Company as of and for the respective dates and periods covered thereby and were prepared in accordance with ISA's applied on a consistent basis throughout the periods covered thereby subject, in the case of the Company Current Financials, to year-end audit adjustments (which will not be material) and the lack of footnotes and other presentation items.

(c) The Company does not have any liabilities (whether known or unknown, whether direct or indirect, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes), except for (i) liabilities set forth in the Company Historical Financials and Company Closing Financials, (ii) liabilities that have arisen after the Company Closing Financials in the ordinary course of business., (iii) there are no outstanding related party liabilities outside the normal course of business, and (iv) any other outstanding liabilities are disclosed and mutually agreed to carry over.

(d) On the date hereof and immediately prior to the Closing Date, the Company is Solvent.

3.9 Contracts.

(a) Schedule 3.9(a) sets forth a true, correct and complete list of all Material Contracts to which the Company is a party to, which any of its assets or properties are bound or are otherwise material to the Company's business on the date hereof and immediately prior to the Closing Date.

The Company has delivered to Buyer true, correct and complete copies of each such Contract. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such oral Contracts. Such Contracts constitute all material Contracts necessary for the Company to conduct its business as currently conducted.

(b) (i) each Contract existing as of the date hereof and immediately prior to the Closing Date is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar Laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability), and (ii) to the Knowledge of the Company, each Contract existing as of the date hereof is a legal, valid and binding obligation of the other parties thereto, enforceable against the other parties in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar Laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability) and is in full force and effect. The Company is and, to the Knowledge of the Company each other party to each Contract existing as of the date hereof are, in compliance with the terms thereof, and no default or event of default by the Company or any other party thereto exists thereunder.

3.10 Accounts Receivable. All accounts receivable of the Company (a) are legal, valid and binding obligations of the Persons shown in the accounting records of the Company as the obligor with respect thereto, (b) arose out of bona fide sales actually made or services actually performed on or prior to such date in the ordinary course of business, (c) are not subject to discount, rebate, off-set, return privilege (other than return privileges granted in the ordinary course of business consistent with past practice) or claim, and (d) have been billed and are valid and collectible in the ordinary course of business.

3.11 Employees; Labor Relations.

(a) The Company has provided to Buyer as of the date hereof and immediately prior to the Closing Date a correct and complete list of (i) all managers and executive officers of the Company, (ii) all other employees of or consultants to the Company, (iii) the current job title or relationship to the Company of each such Person and (iv) the amount of compensation (including bonuses and commissions or other benefits) paid to each such Person during the fiscal year ended December 31, 2017 and which each of them is expected to receive in the current fiscal year.

Exhibit 10.5 -- Page 7

(b) Except as otherwise disclosed on Schedule 3.11(b), the Company is not a party to any written employment agreements, independent contractor or consulting agreements and sales representative (or similar) agreements, golden parachute agreements, change of control agreements and employee-related non-competition and non-solicitation or similar agreement, written or oral, with any Person.

(c) (i) No employees of the Company are represented by any labor union or similar organization, (ii) the Company is not party to any collective bargaining or similar agreement covering any of its employees and (iii) no labor union or similar organization or group of employees has made a demand for recognition, filed a petition seeking a representation proceeding, given the Company notice of any intention to hold an election of a collective bargaining representative or engaged in any organizing activities at any time during the past three years. The forgoing notwithstanding, the Company uses 3^rd party employment services for its employment and staffing needs. Those employees may be part of a labor union or similar organization.

(d) (i) No strike, work stoppage, contract dispute or other labor disturbance involving any employees of the Company currently exists or, to the Company's knowledge, is threatened and (ii) no investigation, action or proceeding by or before any governmental entity which relates to allegedly unfair or discriminatory employment or labor practices by the Company or the violation by the Company of any applicable Law relating to employment or labor practices is pending or, to the Company's knowledge, threatened.

3.12 Benefit Plans. Schedule 3.12 sets forth a correct and complete list of all Benefit Plans. Except as otherwise disclosed on Schedule 3.12:

(a) each Benefit Plan and any related trust has been established, maintained, administered and funded in all material respects in compliance with all applicable Laws;

(b) no transaction or omission has occurred with respect to any Benefit Plan or related trust that could subject the Company to any Tax or penalty under applicable Laws;

(d) none of the Benefit Plans provides medical, health, life insurance or other benefits to former employees of the Company or any Affiliate;

(e) there are no actions, suits, investigations or other proceedings pending or, to the Company's knowledge, threatened against any Plan or any related trust or any fiduciary thereof;

(f) there are no outstanding Governmental Orders that name any Plan or any related trust or any fiduciary thereof or are directed to any Plan or related trust, any fiduciary thereof or any assets thereof;

(h) there are no benefits or perquisites available to any employees of the Company that are not generally available to all employees of the Company.

The Company has delivered to Buyer true, correct and complete copies of all Benefit Plan documentation.

3.13 Taxes.:

(a) all Tax Returns with respect to Taxes which are required to be filed by or on behalf of the Company with any Governmental Authority have been properly prepared and filed and correctly state the Company's Tax liability;

(b) the Company has paid, or has made adequate reserves on its books for the payment of, all Taxes shown to be due on such Tax Returns or claimed to be due by any Governmental Authority or which the Company otherwise is liable for or is required to withhold on behalf of any other Person;

Exhibit 10.5 -- Page 8

(c) the reserves and provisions for Taxes on the books of the Company are adequate for all open years and for its current fiscal period;

(d) the Company has no knowledge of any proposed assessment of any additional Taxes by any governmental entity or of any basis for any such assessment (whether or not reserved against);

(e) the Company is not currently being audited by any governmental entity, and no such audit is pending or, to the Company's knowledge, threatened;

(f) the Company has not given any waiver or extension of any period of limitation governing the time of assessment or collection of any Tax; and

(g) the Company is not party to any Tax sharing or similar agreement with any other Person.

3.14 Litigation. There is no pending or, to the Company's knowledge, threatened investigation, action or proceeding against, relating to or affecting the Company or its assets or any officer, director or employee thereof in his or her capacity as such, by or before any Governmental Authority or arbitrator.

3.15 Transactions with Related Parties. Except as set forth on Schedule 3.15, (a) none of the customers, suppliers, distributors or sales representatives of the Company are Related Parties; (b) none of the Company's assets are owned or used by or leased to any Related Parties; (c) no Related Party is a party to any Business Agreement; and (d) no Related Party provides any legal, accounting or other services to the Company.

3.16 Licenses and Permits.

(a) The Company has and maintains all necessary Licenses and Permits to conduct its current business operations. No other governmental authorizations are necessary or required for the Company to lawfully conduct its Business as currently conducted or for the Company to own, lease or use its assets.

(b) Each of the Licenses and Permits is valid and in full force and effect. The Company has not received any notice that remains outstanding from any Governmental Authority regarding any actual or proposed revocation, withdrawal, suspension, cancellation or termination (other than by expiration) of any material Licenses and Permits. The transactions contemplated by this Agreement will not adversely affect the Company's right to utilize the Licenses and Permits. The Company has delivered to Buyer true, correct and complete copies of each License and Permit.

3.17 Personal Property. The Company has good and marketable title to all personal property purported to be owned by it and good leasehold title to all personal property purported to be leased by it, in each case free and clear of any Liens. The Company's machinery, equipment, vehicles and other tangible assets have been maintained in good working condition (normal wear and tear excepted). The Company owns or properly leases all the assets necessary to and currently utilized in the operation of the Business. No Seller owns any of the assets currently utilized in the Business.

3.18 Real Property.

(a) Schedule 3.18 sets forth a correct and complete list of all real property owned, leased, occupied or used by the Company (collectively, the "Real Property") and indicates whether such property is owned or leased by the Company.

(b) Schedule 3.18 sets forth a correct and complete list of (i) all leases, subleases and other material agreements or rights pursuant to which any Person has the right to occupy or use any Real Property owned by the Company and (ii) all leases, subleases and other material agreements or rights pursuant to which the Company has the right to occupy or use any Real Property owned by others.

Exhibit 10.5 -- Page 9

(c) Except as set forth on Schedule 3.18, the Company has good and marketable and fee simple title to all Real Property purported to be owned by it and good leasehold title to all Real Property purported to be leased by it, in each case free and clear of any Liens.

(d) All buildings and other improvements located on the Real Property (including without limitation all water, sewer, gas, electrical and HVAC systems servicing the same) are in good repair and operating condition and are suitable for the purposes for which they are used. The Real Property constitutes all real property, buildings and other improvements necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted.

(e) All buildings and other improvements located on the Real Property, and the use of the Real Property by the Company and all Persons claiming under it, comply with all Governmental Rules relating to zoning and land use and with all easements, covenants and other restrictions applicable to the Real Property, except where such non-compliance would, individually or in the aggregate, have a Material Adverse Effect.

(f) The Real Property: (i) is adequately serviced by all utilities necessary for the Company to conduct its business as currently conducted and as currently planned to be conducted thereon; (ii) has adequate means of ingress and egress, either directly or by means of perpetual easements or rights-of-way which run with the Real Property; (iii) has adequate parking that is sufficient to meet the needs of the Company's employees and business invitees and to comply with applicable Laws; and (iv) is not located in whole or in part within an area identified as a flood hazard area by any Governmental Authority.

3.19 Environmental Matters.

(a) the operations of the Company is in compliance with all applicable Environmental Laws and all Licenses and Permits issued pursuant to the Environmental Laws or otherwise;

(b) the Company has obtained all Licenses and Permits required to operate its business in compliance with all applicable Environmental Laws;

(d) the Company is not the subject of any outstanding Court Order or Contract, nor, to the Knowledge of the Company, is it threatened to be the subject of any Court Order or Contract, with any Governmental Authority respecting (i) compliance with Environmental Laws, (ii) Remedial Action, or (iii) any Release or threatened Release of a Hazardous Material, and the Company has not received any written communication alleging that the Company may be in violation of any Environmental Law or any License or Permit issued pursuant to Environmental Law, or may have any liability under any Environmental Law;

(e) there are no investigations of the Business, or currently or previously owned, operated or leased property of the Company pending or, to the Knowledge of the Company, threatened which alleges any liability or other obligation pursuant to any Environmental Law;

(f) no Hazardous Substances have been or are being generated, used, processed, treated, stored, released, transported or disposed of by the Company, except in compliance with applicable Environmental Laws;

(g) to the Company's knowledge, no Person who has owned, leased, occupied or used any real property now or previously owned, leased, occupied or used by the Company generated, used, processed, treated, stored, released or disposed of any Hazardous Substances on such property; and

Exhibit 10.5 -- Page 10

(h) to the Company's knowledge, no underground storage tanks are located on any real property owned, leased, occupied or used by the Company.

3.20 Intellectual Property. Schedule 3.20 sets forth a correct and complete list of (a) all patents, registered and unregistered trademarks, service marks, logos, corporate and trade names, domain names and registered and unregistered copyrights, and all applications therefor, which are owned, licensed or used by the Company (together with all inventions, discoveries, techniques, processes, methods, formulae, designs, computer software, trade secrets, confidential information, know-how and ideas which are owned, licensed or used by the Company, the "Intellectual Property"), (b) all licenses or other agreements pursuant to which any Person has the right to use any Intellectual Property owned by the Company and (c) all licenses or other agreements pursuant to which the Company has the right to use any Intellectual Property owned by others. The Company has the lawful right to use all of the Intellectual Property, and no such use infringes upon the lawful rights of any other Person. To the Company's knowledge, no Person is using any Intellectual Property in a manner which infringes upon the lawful rights of the Company. The Intellectual Property constitutes all intellectual property necessary for the Company to conduct its business as currently conducted.

3.21 Powers of Attorney. There are no outstanding powers of attorney in effect with respect to the Company. Except that limited powers are granted from time to time as needed in the ordinary course of business. NERYS USA Inc. shall provide a supplemental list of any outstanding Powers of Attorney which includes the names of the holders and the scope at Closing.

3.22 Insurance. The Company maintains all insurance policies necessary to conduct the Company business operations and prior to Closing shall provide a list of those policies of which the Company is the owner, insured, loss payee or beneficiary and indicates for each such policy any pending claims thereunder. The Company confirms that (a) there has been no failure to give any notice or present any material claim under any such policy in a timely fashion or as otherwise required by such policy; (b) all premiums under such policies which are due and payable have been paid in full; (c) no such policy provides for retrospective or retroactive premium adjustments; (d) the Company has not received notice of any material increase in the premium under, cancellation or non-renewal of or disallowance of any claim under any such policy; (e) the Company has not been refused any insurance, nor has its coverage been limited by any carrier; and (f) the Company has maintained, or been the beneficiary of, general liability and product liability policies reasonable, in both scope and amount, in light of the risks attendant to their respective businesses and which provide coverage comparable to coverage customarily maintained by others in similar lines of business, and such policies have been "occurrence" policies and not "claims made" policies.

3.23 Business Relationships. The Company has not received any notice with respect to any actual or threatened termination or cancellation of, or any adverse modification or material change in, the business relationship between the Company, on the one hand, and any vendor, distributor, supplier or customer, on the other hand, and to the Knowledge of the Company, there is no basis for such termination or cancellation of any such business relationships, other than the termination of any such relationships upon expiration of the agreement related thereto.

3.24 Inventories. Except to the extent of inventory reserves reflected in the Company Historical Financials, the items included in such inventories are normal items of inventory carried by the Company, and are current, suitable and merchantable at customary prices for the filling of orders in the normal course of business, and are not obsolete, damaged, defective or slow moving. The Company has all right, title and interest in the inventories reflected in the Company Historical Financials and the Company Closing Financials (except to the extent they have been sold in the ordinary course of business since the date thereof). All items of inventory carried by the Company are reflected on the Company Historical Financials and the Company Closing Financials at the lower of cost (determined on a first-in, first-out bases) or market in accordance with ISA's applied on a consistent basis, with adequate provisions or adjustments having been made for excess and slow-moving inventory and inventory obsolescence and shrinkage.

Exhibit 10.5 -- Page 11

3.25 Books and Records. The minute books and similar records of the Company contain true and complete records of all actions taken at any meeting of the Company's stockholders, directors, or any committees thereof, as the case may be, and of all written consents executed in lieu of the holding of any such meeting, and have been maintained in accordance with good business accounting and bookkeeping practices.

3.26 Brokers. None of the Company nor any of its Affiliates is obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary, in connection with this Agreement, any other agreement, or any of the transactions contemplated hereby or thereby for which Buyer (or the Company after the Closing Date) will have any liability.

3.27 Compliance with Laws. The Company is in compliance in all material respects with all applicable Laws. The Company is not subject to any Court Orders. No investigation or review by any Governmental Authority with respect to the Company is pending or filed or, to the Knowledge of the Company, threatened nor, to the Knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

3.28 Interim Changes. There has not been, and the Company has no knowledge or does not anticipate any:

(a) change in the condition, financial or otherwise, of the Company, which had, or would reasonably be expected to have, a Material Adverse Effect;

(b) material loss, damage or destruction of or to any of the Company's assets, whether or not covered by insurance;

(c) sale, lease, transfer or other disposition by the Company of, or mortgages or pledges of or the imposition of any Lien on, any portion of the Company's assets, other than the sale of assets in the ordinary course of the Company's business;

(d) adjustment or write-off of accounts receivable not reflected in the Company Historical Financials or any change in the collection, payment or credit experience or practices of the Company;

(e) change in the Tax or cash basis accounting methods or practices employed by the Company or change in depreciation or amortization policies;

(f) payment by the Company of any dividend, distribution or extraordinary or unusual disbursement or expenditure;

(g) termination, waiver or cancellation of any material rights or claims of the Company, under any Contract or otherwise;

(h) the Company has not made, or committed to make, any material capital expenditures;

(i) other transaction not in the ordinary course of business and consistent with past practice;

(j) the Company has not granted or is committed to grant any salary or other compensation increase to any of its employees other than in the ordinary course of business; or

(k) binding commitment with respect to any of the foregoing.

Exhibit 10.5 -- Page 12

3.29 No Omissions or Misstatements. None of the representations or warranties of the Company included in this Agreement as qualified by the disclosure schedules hereto, or other Transaction Documents furnished or to be furnished by the Company contains any untrue statement of a material fact or is misleading in any material respect or omits to state any material fact necessary in order to make any of the statements herein or therein not misleading in light of the circumstances in which they were made.

Article IV
Representations and Warranties of Sellers

As a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated herein, each Seller, severally and not jointly, hereby represents and warrants to Buyer, with respect to such Seller only, as follows:

4.1 Ownership of Capital Stock. Such Seller is the beneficial and record owner of the Stock identified next to such Seller's name on Schedule A hereto, free and clear of any Liens. Such Seller has the requisite right, power and authority to transfer the Stock owned by such Seller, and immediately following the Closing, Buyer will own 100% of the capital stock of the Company free and clear of any Liens.

4.2 Legal Capacity. Such Seller has the legal capacity to execute, deliver, carry out and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby.

4.3 Authorization; Binding Obligation. No action, consent or approval on the part of such Seller is necessary to authorize such Seller's due and valid execution, delivery and consummation of this Agreement and each other Transaction Document to which it is a party. This Agreement has been duly executed and delivered by such Seller and, at the Closing, each of the other Transaction Documents to which such Seller is a party will be duly executed and delivered by such Seller. This Agreement is, and at the Closing each of the other Transaction Documents to which such Seller is a party will be, a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar Laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability, and except as rights of indemnity or contribution may be limited by securities Laws or the public policy underlying such Laws.

4.4 Conflict. Neither the execution, delivery and performance by such Seller of this Agreement or any of the other Transaction Documents to which such Seller is a party nor the consummation of the transactions contemplated hereby or thereby, will conflict with, violate, or cause a default under, result in the imposition of any Lien under or give rise to a right of termination, acceleration, suspension, revocation, cancellation or amendment under (a) any Contract to which such Seller is a party, or by which its assets are bound, which could reasonably be expected to adversely impact such Seller's obligations under this Agreement, or (b) any applicable Laws, which could reasonably be expected to adversely impact such Seller's obligations under this Agreement.

4.5 Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be made or obtained by such Seller in connection with the execution, delivery and performance of this Agreement or the Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby.

4.6 Litigation. There is no pending, or to such Seller's knowledge, threatened, investigation, action or proceeding to which such Seller is a party or which relates to such Seller, which questions the validity of this Agreement or impairs the ability of such Seller to consummate the transactions contemplated hereby or the transactions contemplated by the other Transaction Documents to which such Seller is a party.

Exhibit 10.5 -- Page 13

4.7 Brokers. Such Seller is not obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary, in connection with this Agreement, any other agreement, or any of the transactions contemplated hereby or thereby for which Buyer (or the Company after the Closing Date) will have any liability.

Article V
Representations and Warranties of Buyer

As a material inducement to the Company and Sellers to enter into this Agreement and to consummate the transactions contemplated hereunder, Buyer hereby represents and warrants to Sellers, as follows:

5.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada. Buyer is duly qualified or licensed to do business in each jurisdiction in which the character of the properties or assets owned, leased or operated by it or the nature of the activities conducted makes such qualification or licensing necessary.

5.2 Corporate Power. Buyer has all requisite corporate power and authority to own and/or lease and operate its properties and assets and to carry on its business as now conducted. Buyer has all requisite corporate power and authority to execute, deliver, carry out and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to consummate the transactions contemplated hereby and thereby.

5.3 Authorization; Binding Obligations. The execution, delivery and performance by Buyer of this Agreement and each other Transaction Documents to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and, at the Closing, each of the other Transaction Documents to which Buyer is a party will be duly executed and delivered by Buyer. This Agreement is, and at the time of the Closing each of the other Transaction Documents to which Buyer is a party will be, a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar Laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability, and except as rights of indemnity or contribution may be limited by securities Laws or the public policy underlying such Laws.

5.4 Conflict; Existing Defaults. Neither the execution, delivery and performance by Buyer of this Agreement or the other Transaction Documents to which Buyer is a party nor the consummation of the transactions contemplated hereby or thereby, will conflict with, violate, or cause a default under, result in the imposition of any Lien under or give rise to a right of termination, acceleration, suspension, revocation, cancellation or amendment under, (i) the organizational documents of Buyer, (ii) any Contract to which Buyer is a party, or by which its assets are bound, or (iii) any applicable Laws.

5.5 Consents and Approvals. No consent, approval or authorization of, or declaration, filing or registration with, any Governmental Authority or any other Person is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement or any other Transaction Document to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby.

5.6 Brokers. Other than certain fees payable to a finder, for which Buyer will be solely responsible, Buyer has not paid and is not obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with this Agreement, any other agreement or any of the transactions contemplated hereby or thereby for which Sellers will have any liability.

Exhibit 10.5 -- Page 14

5.7 Compliance with Laws. Buyer is in compliance in all material respects with all applicable Laws. Buyer is not subject to any Court Orders. No investigation or review by any Governmental Authority with respect to Buyer is pending or filed or, to the Knowledge of Buyer, threatened nor, to the Knowledge of Buyer, has any Governmental Authority indicated an intention to conduct the same.

Article VI
Covenants of the Parties

6.1 Conduct of Company Business. From the date hereof to the Closing, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall:

(a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted;

(b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of its business in its present condition, except for ordinary wear and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business;

(c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business;

(d) perform in all material respects all obligations under Contracts relating to or affecting its business;

(e) maintain the books of account and records of its business in the usual, regular and ordinary manner consistent with past practice;

(f) comply in all material respects with all Laws applicable to the conduct of its business;

(l) not issue any capital stock or securities convertible into capital stock and shall not cancel or modify its issued and outstanding capital stock in any manner that would create an ownership percentage in excess of nineteen percent (19%) to be held by TEO Foods Inc. prior to the Closing; or

(m) not authorize or enter into any commitment with respect to any of the matters described above.

6.2 Access to Information.

(a) Buyer's Investigation. Between the date of this Agreement and the Closing Date, the Company will (i) give Buyer and its authorized representatives (including lenders, legal counsel and accountants) access to all officers, employees, independent accountants, attorneys and any other advisors or contractors of the Company, all offices, warehouses and other facilities and property of the Company's business and all of the Company's books and records, including without limitation, financial statements, tax returns and Contracts, (ii) permit Buyer and its authorized representatives to make such inspections thereof as Buyer may require, and (iii) furnish Buyer and its representatives and advisers with such financial and operating data and other information with respect to the business and properties of the Company's business as Buyer may from time to time request; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business.

Exhibit 10.5 -- Page 15

(b) Confidentiality. If the transactions contemplated by this Agreement are not consummated (and in any event prior to the Closing Date), Buyer, Sellers and the Company will maintain the confidentiality of all information and materials obtained from the other Parties and will not use or permit others to use such information for any other purpose, except to the extent disclosure of any such information is authorized by the other Parties or required by Law, and upon termination of this Agreement, Buyer, Sellers and the Company and their respective representatives will promptly return to the other Parties all materials obtained from such other Parties in connection with the transactions contemplated by this Agreement and all copies thereof. The provisions of this Section 6.2(b) will not apply to any information, documents or material which are in the public domain other than by reason of a breach of this Section 6.2(b).

6.3 Efforts to Consummate Transaction. The Parties shall use their commercially reasonable efforts to take or cause to be taken all such actions required to consummate the transactions contemplated hereby including, without limitation, such actions as may be necessary to obtain, prior to the Closing, all necessary governmental or other third-party approvals and consents required to be obtained by the Company, Sellers or Buyer in connection with the consummation of the transactions contemplated by this Agreement.

6.4 Tax Matters.

(a) NERYS USA Inc. will be responsible for and shall cause the Company to timely file any income Tax Returns with a filing due date that is after the Closing Date for Tax periods of the Company that end on or before the Closing Date. NERYS USA Inc. shall permit Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing, and NERYS USA Inc. shall make any revisions to such Tax Returns as may be reasonably requested by Buyer in order to comply with applicable Laws. Buyer will be responsible for and shall cause the Company to timely file any income Tax Returns with a filing due date that is after the Closing Date for Tax periods of the Company that begin after the Closing Date.

(b) NERYS USA Inc. indemnifies, defends and holds harmless the Company, Buyer, and each Buyer Affiliate and the Buyer Indemnified Parties and hold them harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date ("Pre-Closing Tax Period"), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to U.S. Treasury Regulation § 1.1502 6 or any analogous or similar state, local or foreign Law, and (iii) any and all Taxes of any person (other than the Company) imposed on the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing. Sellers shall reimburse Buyer for any Taxes of the Company that are the responsibility of Sellers pursuant to this Section 6.5(b) within 15 Business Days after payment of such Taxes by Buyer or the Company.

(c) Buyer, NERYS USA Inc. and the Company agree that, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre- Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.

(d) Except to the extent required by Law, Buyer shall not amend, and shall not permit the Company to amend, any income Tax Return or election made in connection with such income Tax Return for any Tax period ending on or prior to Closing without the prior written consent of Sellers if such amendment would have the effect of increasing the amount of Tax payable by Sellers with respect to such period.

Exhibit 10.5 -- Page 16

(e) Buyer and Sellers covenant and agree to cooperate with each other regarding Tax matters as follows:

(i) Buyer, the Company and Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Section 6.5(e) and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party's request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer, the Company and Sellers agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so request, the Company or Sellers, as the case may be, shall allow the other Party to take possession of such books and records.

(ii) Buyer and Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

(iii) Buyer and Sellers further agree, upon request, to provide the other Party with all reasonably requested information related to Taxes that either Party may be required to report to any Governmental Authority.

(f) Buyer shall notify Sellers in writing within five (5) Business Days after receipt by Buyer or the Company of any notice of audit or request for information regarding any Taxes and upon notice of any determination of liability for Taxes from an official inquiry, examination, audit or proceeding (each, a "Tax Determination") regarding any Tax Return related to a period that ends on or prior to the Closing Date. Sellers shall have the right to exercise control, on behalf of the Company for any such Tax Return, and at its own expense, at any time over the handling, disposition or settlement of any issue raised in any such Tax Determination, if and to the extent the disposition or settlement would be reasonably expected to result in a liability to the Company or Sellers. Buyer and the Company shall cooperate with Sellers, as reasonably requested in connection with any such Tax Determination.

(g) Sellers shall notify Buyer in writing within five (5) Business Days after receipt by Sellers of any Tax Determination regarding any Tax Return for the Straddle Period or any period thereafter. Sellers, on behalf of the Company, for any pre-Closing period, and Buyer, on behalf of the Company, with respect to any post-Closing period, in each case, at its own respective expense, shall have the right to exercise control at any time over the handling, disposition or settlement of any issue raised in any such Tax Determination regarding any Straddle Period, if and to the extent the disposition or settlement would be reasonably expected to result in a liability to the Company for such period. Buyer and the Company shall cooperate with Sellers, as reasonably requested, in connection with any such Tax Determination.

Exhibit 10.5 -- Page 17

6.5 Noncompete. In partial consideration of the Purchase Price:

(a) NERYS USA Inc. and its controlling shareholders Sandro Piancone and John Cathcart agree that for the two (2) year period following the Closing Date (the "Noncompete Period"), it shall not, directly or indirectly, either for itself or for any other Person or entity participate in any business similar to that of the Company or any of its Affiliates anywhere in Mexico, other than on behalf of the Company or such Affiliate. For purposes of this Agreement, the term 'participate' includes any direct or indirect interest in any enterprise, whether as an officer, director, employee, partner, member, sole proprietor, agent, representative, independent contractor, consultant, franchisor, franchisee, creditor, lender, owner or otherwise; provided that the term 'participate' shall not include ownership of less than 10% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the Over-The-Counter market. Each Seller agrees that this covenant is reasonable with respect to its duration, geographical area and scope.

(b) NERYS USA Inc. and its controlling shareholders Sandro Piancone and John Cathcart agree that during the Noncompete Period, such Seller shall not, directly or indirectly, (i) induce or attempt to induce any employee of the Company or any of its Affiliates (including Buyer) to leave the employ of Company or any such Affiliate or in any way interfere with the relationship between the Company or any such Affiliate and any employee thereof, (ii) induce or attempt to induce any customer or supplier of the Company or any of its Affiliates (including Buyer) to cease doing business or reduce their volume of business with the Company or any such Affiliate, or (iii) except to the extent required by applicable Law, use for their own personal benefit, or disclose, communicate or divulge to, or use for the direct or indirect benefit of any Person, any confidential information of the Company or any of its Affiliates (including Buyer).

(c) NERYS USA Inc. and its controlling shareholders Sandro Piancone and John Cathcart agree that Buyer would suffer irreparable harm from a breach by such Seller of any of the covenants or agreements contained in this Section 6.6. In the event of an alleged or threatened breach by a Seller of any of the provisions of this Section 6.6, Buyer or its successors or assigns may, in addition to all other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violations of the provisions hereof. To the extent of any breach of this Section 6.6 by any Seller, the Noncompete Period (with respect to such breaching Seller) shall automatically be extended by the length of such breach.

(d) If, at the time of enforcement of any of the provisions of this Section 6.6, a court holds that the restrictions stated therein are unreasonable under the circumstances then existing, the Parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. Each Seller acknowledges that, without provisions contained in this Section 6.6, Buyer would have not entered into this Agreement.

6.7 Certain Taxes. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement (including any corporate-level gains tax triggered by the sale of the Stock), shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees and, if required by applicable Law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

6.8 Notification of Certain Matters. Each of Buyer, Sellers and the Company shall give prompt written notice of the occurrence or non-occurrence of any event which would be likely to cause (i) any representation or warranty by such Party contained in this Agreement to be untrue or inaccurate in any material respect, or (ii) any failure by such Party to comply with or satisfy, or be able to comply with or satisfy, in any material respect any condition, covenant or agreement to be complied with or satisfied by it hereunder.

Exhibit 10.5 -- Page 18

6.9 Supplementation and Amendment of Schedules. From time to time prior to the Closing, the Company shall have the right to supplement or amend the Schedules.

Article VII
Closing Conditions

7.1 Obligation of Buyer to Close. The obligation of Buyer to close the transactions contemplated hereby shall be subject to the fulfillment and satisfaction, prior to or at the Closing, of the following conditions, or the written waiver thereof by Buyer:

(a) Representations and Covenants. The representations and warranties of the Company and Sellers contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Sellers and the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Sellers or the Company on or prior to the Closing Date.

(b) No Injunction. No Court Order shall be in effect which forbids or enjoins the consummation of the transactions contemplated by this Agreement, no proceedings for such purpose shall be pending, and no Law shall have been enacted which prohibits, restricts or delays the consummation of the transactions contemplated hereby.

(c) Approvals. All governmental and third-party approvals, consents (including, without limitation, with respect to all leased real property), permits or waivers necessary for consummation of the transactions contemplated by this Agreement and any other Transaction Document shall have been obtained in form and substance reasonably satisfactory to Buyer.

(d) Good Standing. Buyer shall have received good standing certificates, dated within 10 days of the Closing Date, issued by the appropriate Mexican authorities with respect to the Company.

(e) Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company.

(f) Stock Certificates. Buyer shall have received the stock certificates representing the Stock duly endorsed for transfer and accompanied by any applicable documentary stamp tax and or as applicable as soon as practical after the Closing be provided the copies of the official filings in Mexico recording the transfers of Stock ownership pursuant to this Agreement. Sandro Piancone shall retain the one (1) Series A share held by him.

(g) Audited Financial Statements. Buyers hall have received at the Closing Date, audited balance sheets and statements of income, operations and cash flows for the fiscal years ended December 31, 2016 and December 31, 2017 and a review of such statements for the nine months ended September 30, 2018 (and any other required interim periods) in accordance with Buyer's disclosure requirements under Form 8-K of the U.S. Securities Exchange Act of 1934, as amended, which financial statements will be presented in accordance with U.S. GAAP and otherwise in form and substance reasonably satisfactory to Buyer.

(h) Legal Opinion. Buyer shall have received a legal opinion customary for acquisitions of the type contemplated by this Agreement from counsel to the Company and Sellers in form and substance satisfactory to Buyer and its counsel.

(i) Other Document Deliveries. The Company and Sellers shall have delivered to Buyer copies of each of the other Transaction Documents to which they are party duly executed thereby and such other documents as Buyer or its counsel may reasonably request to evidence the transactions contemplated hereby.

Exhibit 10.5 -- Page 19

(j) Due Diligence. Buyer shall be satisfied, in its sole and absolute discretion, with the results of its legal, financial or business due diligence investigations of the Company and Sellers.

(k) Trademark Assignment. The transfer of trademarks and other intellectual property identified in Schedule 3.20 shall have been completed or will be completed concurrently with the Closing.

(l) Stock warrant with Sandro Piancone. Sandro Piancone shall execute in favor of Jeffrey Mackay an assignable five-year warrant to purchase one (1) Series A share for one (1) Peso.

(m) Noncompete agreements with Sandro Piancone and John Cathcart. Sandro Piancone and John Cathcart shall execute in favor of TEO Foods Inc. agreements not to compete as indicated in section 6.5 of this agreement.

7.2 Obligation of Sellers to Close. The obligation of Sellers to close the transactions contemplated hereby shall be subject to the fulfillment and satisfaction, prior to or at the Closing, of the following conditions, or the written waiver thereof by Sellers:

(a) Representations and Covenants. The representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. Buyer shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date.

(b) No Injunction. No Court Order shall be in effect which forbids or enjoins the consummation of the transactions contemplated by this Agreement, no proceedings for such purpose shall be pending, and no federal, state, local or foreign statute, rule or regulation shall have been enacted which prohibits, restricts or delays such consummation.

(c) Approvals. All governmental and third-party approvals, consents, permits or waivers necessary for consummation of the transactions contemplated by this Agreement shall have been obtained in form and substance satisfactory to the Company.

(d) Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to Buyer.

(e) Other Document Deliveries. Buyer shall have delivered to Sellers copies of each of the other Transaction Documents to which it is party duly executed thereby and such other documents as Sellers or their counsel may reasonably request to evidence the transactions contemplated hereby.

(f) Purchase Price. Buyer shall have delivered to the Sellers the Purchase Price.

Exhibit 10.5 -- Page 20

Article VIII
Indemnification

8.1 Indemnification.

(a) By Sellers. NERYS USA Inc. hereby agrees to indemnify, defend and hold harmless Buyer, the Company and their respective directors, officers, employees, stockholders, agents, attorneys, representatives, successors, permitted assigns and Affiliates (collectively, the "Buyer Indemnified Parties") from and against any Losses arising from or relating to: (i) any breach of any representation or warranty made by the Company in this Agreement; (ii) any breach of any covenant or agreement made by the Company or NERYS USA Inc. in this Agreement; and (iii) any indemnification obligations pursuant to Section 6.5. In addition, each Seller, severally and not jointly, hereby agrees to indemnify, defend and hold harmless the Buyer Indemnified Parties from and against any Losses based upon or arising from any breach of the representations and warranties of such Seller contained in Article IV.

(b) By Buyer. Following the Closing, Buyer shall indemnify, defend and hold harmless Sellers at all times from and against any Losses arising from or relating to: (i) any breach of any representation or warranty made by Buyer in this Agreement; and (ii) any breach of any covenant and agreement made by Buyer in this Agreement.

8.2 Limitations of Indemnity.

(a) Notwithstanding the foregoing, no claim for indemnification under Section 8.1 shall first be asserted after the two year anniversary of the Closing Date; provided, however, that (i) a claim for indemnification under Section 3.2 (Corporate Power), Section 3.6 (Capitalization), Section 4.1 (Ownership of Capital Stock) and Section 4.2 (Legal Capacity) shall survive indefinitely, and (ii) a claim for indemnification under Section 3.12 (Benefit Plans), Section 3.13 (Taxes) and Section 3.19 (Environmental Matters) shall survive until the expiration of the applicable statute of limitations.

(b) Claims for indemnification by Buyer under this Article IX shall be reduced to the extent of any insurance proceeds received by or paid on behalf of the Indemnitee from any insurance policy in effect immediately prior to the Closing (the "Pre-Closing Insurance Policies") (and for clarification, not from insurance policies bound by Buyer following the Closing with respect to the Company) covering the occurrence(s) that is or are the basis for such claims. In addition, where applicable, Buyer agrees to, and shall cause the Company to, submit all claims covered by the Pre-Closing Insurance Policies to the respective insurance carrier and pursue recovery from the insurers under such Pre-Closing Insurance Policies in accordance with the terms of such policies.

8.3 Exclusive Remedy. Except as specifically provided elsewhere herein, the provisions for indemnification set forth in this Article VIII are the exclusive remedies of Sellers, Buyer and the Company arising out of or in connection with this Agreement, and shall be in lieu of any rights under contract, tort, equity or otherwise (other than claims based on actual fraud or intentional breach of this Agreement).

Exhibit 10.5 -- Page 21

Article IX
Miscellaneous

9.1 Termination. Anything herein to the contrary notwithstanding, this Agreement may be terminated at any time prior to the Closing Date: (i) by mutual written consent of Buyer and Sellers; (ii) by either Buyer or Sellers in the event that a condition to the terminating Party's obligations to close the transactions contemplated by this Agreement shall become incapable of satisfaction, without fault by the terminating Party; (iii) by Buyer in the event of any occurrence or occurrences, having individually or in the aggregate, a Material Adverse Effect on the Company; (iv) by Sellers in the event of any occurrence or occurrences, having individually or in the aggregate, a Material Adverse Effect on Buyer; or (v) by Buyer in the event it is not satisfied, in its sole and absolute discretion, with the results of its legal, financial or business due diligence investigations of the Company and Sellers; provided, however, that no Party shall be entitled to terminate this Agreement in the event that the failure of the Closing to occur or any condition to Closing to be satisfied shall be attributable to such Party's willful breach of this Agreement. If this Agreement is terminated pursuant to this Section 9.1, all rights and obligations of the Parties hereunder shall terminate, and no Party shall have any liability to the other Party, except for obligations of the Parties in Sections 9.2, 9.6 and 9.7, which shall survive the termination of this Agreement, and except that nothing herein will relieve any Party from liability for any willful breach of this Agreement prior to such termination.

9.2 Expenses. The Company and each Seller, on the one hand, and Buyer, on the other hand, shall bear all of their own expenses in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including without limitation all fees and expenses of its agents, representatives, counsel and accountants. Notwithstanding the foregoing, Buyer shall reimburse the Company for any reasonable expenses incurred by the Company in connection with the Form 8-K compliant financial statements to be delivered by the Company pursuant Section 7.1(h) which are in excess the expenses ordinarily incurred by the Company in preparing its financial statements for such periods.

9.3 Entire Agreement; Amendments and Waivers. This Agreement, together with all Exhibits and Disclosure Schedules hereto and the other Transaction Documents, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, except that the Confidentiality Agreement and the confidentiality provisions of the Letter of Intent shall survive and continue in full force and effect until the Closing. This Agreement may not be amended or modified except by an instrument in writing signed by Buyer and the Sellers. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Neither the failure nor the delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege shall preclude any other or further exercise of any such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable Law, (a) no waiver that may be given by a Party shall be applicable except in the specific instance for which it was given and (b) no notice to or demand on one Party shall be deemed to be a waiver of any obligation of such Party or the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the other Transaction Documents.

9.4 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given (i) when delivered if personally delivered by hand (with written confirmation of receipt), (ii) when received if sent by a nationally recognized overnight courier service (receipt requested), or (iii) when receipt is acknowledged by an affirmative act of the Party receiving notice, if sent by facsimile, telecopy or other electronic transmission device (provided that such an acknowledgement does not include an acknowledgment generated automatically by a facsimile or telecopy machine or other electronic transmission device). Notices, demands and communications to Buyer, Seller and the Company will, unless another address is specified in writing, be sent to the address indicated below:

Exhibit 10.5 -- Page 22

If to Buyer, to:

TEO FOODS, Inc.

C/O Teo Inc.

455 54^th Street, Suite 102

San Diego CA 92114

Attention: Jeffrey H. Mackay, President

Telephone: (619)758-1973

If to the NERYS USA Inc. to:

NERYS USA Inc.

774 Mays Blvd #450

Incline Village, NV 89451

Attn: John Cathcart

(619) 254-2720

If to the Company or Sandro Piancone to:

Comercial Targa, S.A. de C.V.

9925 Airway Road

San Diego, California 92154

Attention: Sandro Piancone, Chief Executive Officer

Telephone: (619) 616-2124

or at such other address or addresses Buyer, the Company or Sellers, as the case may be, may specify by written notice given in accordance with this Section 9.4.

9.5 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended and the terms hereof may be waived only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance.

9.6 Governing Law. In all respects, including all matters of construction, validity and performance, this agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the state of Nevada applicable to contracts made and performed in that state (without regard to the choice of law or conflicts of law provisions thereof) and any applicable laws of the United States of America.

9.7 Consent to Jurisdiction and Venue. The parties hereby irrevocably and unconditionally consent and agree that all actions, suits or other proceedings arising under or in connection with this agreement shall be tried and litigated in state or federal courts located in the state of Nevada, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or related to this agreement. Notwithstanding the foregoing, nothing contained in this section 9.7 shall preclude buyer from bringing any action, suit or other proceeding in the courts of any other location where the company or sellers or any one of them or any of its or their assets or the collateral may be found or located or to enforce any judgment or other court order in favor of buyer.

Each of the company and each seller, for itself and its property, (a) irrevocably submits to the jurisdiction of any such court and consents in advance to such jurisdiction in any action, suit or other proceeding commenced in any such court, (b) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such person may have based upon lack of personal jurisdiction or improper venue and (c) consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

To the extent permitted under the applicable laws of any such jurisdiction, each of the company and each seller hereby waives, in respect of any such action, suit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such party's present or future domicile, or otherwise, may be available to it.

Exhibit 10.5 -- Page 23

9.8 Counterparts. This Agreement may be executed in two or more counterparts (delivery of which may occur via facsimile), each of which shall be binding as of the date first written above, and, when delivered, all of which shall constitute one and the same instrument. A facsimile signature or electronically scanned copy of a signature shall constitute and shall be deemed to be sufficient evidence of a Party's execution of this Agreement, without necessity of further proof. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

9.9 Invalidity. If any term or other provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced under any applicable Law in any particular respect or under any particular circumstances, then, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party, (a) such term or provision shall nevertheless remain in full force and effect in all other respects and under all other circumstances, and (b) all other terms, conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are fulfilled to the fullest extent possible.

9.10 Negotiated Agreement. The Parties hereby acknowledge that the terms and language of this Agreement were the result of negotiations among the Parties and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be resolved against any particular Party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

9.11 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors and permitted assigns. In addition, it is the intent of the Parties that the Indemnitees that are not a party hereto be third party beneficiaries of Article VIII. No Party may assign, transfer or delegate any of their rights and obligations hereunder or any interest herein or therein, by operation of law or otherwise, without the prior written consent of the other Parties; provided, however, that Buyer may assign its rights and obligations under this Agreement to a successor to Buyer's business.

9.12 Further Assurances. From time to time after the Closing, each Party will timely execute and deliver to the other such instruments of sale, transfer, conveyance, assignment and delivery, and such consents, assurances, powers of attorney and other instruments, as may be reasonably requested by such Party or its counsel in order to carry out the purpose and intent of this Agreement.

Exhibit 10.5 -- Page 24

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

BUYER:

TEO FOODS, INC., a Nevada corporation

By:	/s/Jeffrey H. Mackay
	Jeffrey H. Mackay
	President

SELLERS:

NERYS USA Inc., a Nevada Corporation

By:	/s/John Cathcart
	John Cathcart
	President

Sandro Piancone, an individual

By:	/s/Sandro Piancone
	Sandro Piancone

THE COMPANY:

COMERCIAL TARGA, S.A. de C.V., a Mexican corporation

By:	/s/Sandro Piancone
	Sandro Piancone
	Authorized Signatory

Exhibit 10.5 -- Page 25

EXHIBITS

Exhibit A	Form of Secure Convertible Promissory Note

SCHEDULES

Schedule A		Sellers; Stock
Schedule 3.9(a)		Material Contracts
Schedule 3.11(b)		Employment Agreements
Schedule 3.12		Benefit Plans
Schedule 3.18		Real Property
Schedule 3.20		Intellectual Property

Exhibit 10.5 -- Page 26

EXHIBIT "A" - Form of Secure Convertible Promissory Note

SECURED CONVERTIBLE PROMISSORY NOTE

Principal Amount: US $740,000 Issuance Date: _____ __, 2018

FOR VALUE RECEIVED, the undersigned, TEO Foods Inc., a Nevada corporation (the "Obligor"), hereby promises to pay to the order of NERYS USA Inc. (the "Holder"), the principal amount of Seven Hundred Forty Thousand Dollars ($740,000) payable as set forth below ("Principal"). The Obligor also promises to pay to the order of the Holder interest on the principal amount hereof at a rate of eight percent (8%) per annum, which interest ("Interest") shall be payable on the Maturity Date (defined below) or the Conversion Date (defined below). The payments of Principal and interest hereunder shall be made in the currency of the United States of America.

All payment obligations under this Note are secured by the equity ownership in Commercial Targa, S. A. de C. V. held by the Obligor (the "Subsidiary").

This Note shall be subject to the following additional terms and conditions as part of the agreement between the Holder and Obligor:

1. Maturity. Subject to Section 3 hereof, all Principal shall be due on demand of the Holder in one (1) installment on or after September 30, 2019 (the "Maturity Date") or prior to such Maturity Date in an Event of Default as provided in Section 9 hereof. On the Maturity Date, the Obligor shall pay to the Holder an amount in cash representing all outstanding Principal, any unpaid Interest and any other outstanding amounts due to the Holder.

Exhibit 10.5 -- Page 27

3. Prepayment. Notwithstanding anything to the contrary contained in this Note, at any time prior to the date that is thirty (30) days prior to the Maturity Date, the Obligor shall have the right, exercisable on not less than thirty (30) days' prior written notice to the Holder of the Note, to prepay the outstanding Principal amount and Interest then due under this Note, in whole or in part, in accordance with this Section 3. Any notice of prepayment hereunder (an "Optional Prepayment Notice") shall be delivered to the Holder of the Note and shall state: (1) that the Obligor is exercising its right to prepay the Note, and (2) the date of prepayment (which shall not less than thirty (30) days from the date of the Optional Prepayment Notice, and during which period this Note may be converted in accordance with the terms hereof). On the date fixed for prepayment (the "Optional Prepayment Date"), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Holder as specified by the Holder in writing to the Borrower in the Optional Prepayment Notice.

4. Conversion.

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8. Registration. The Obligor shall register all of the Conversion Shares pursuant to the terms of the Purchase Agreement.

(b) if the Obligor shall:

(i)

file a petition in bankruptcy or petition to take advantage of any insolvency act;

(ii)

on a petition in bankruptcy filed against the Obligor, be adjudicated a bankrupt; or

(iii)

Exhibit 10.5 -- Page 31

(f) there shall occur a dissolution, liquidation, or winding up of Obligor, any Subsidiary or any substantial portion of its or their business;

(g) if there is any cessation of operations by Obligor or any Subsidiary or Obligaor or any Subsidiary admits it is otherwise generally unable to pay its debts as such debts become due;

(i) any court of competent jurisdiction issues an order declaring this Note, any other Transaction Document or any provision hereunder or thereunder to be illegal; or

(e) if the Obligor breaches any covenant, agreement, representation or warranty in any of the Transaction Documents, and such breach continues for a period of at least thirty (30) days.

11. Certain Covenants. So long as the Obligor shall have any obligation under this Note, the Obligor shall:

(a)

abide by Section 15 hereof;

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14. Governing Law. This Note and the right and obligations of the Obligor and the Holder shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflict of law provisions thereof.

16. Right to Compel Sale. The Holder shall have the right to compel the sale of the Subsidiary in the event that any principal or interest amounts remain unpaid after the Maturity Date. Upon demand from the Holder, the Obligor shall have 90 days to enter into an agreement for the sale of the subsidiary which must be completed within an additional 90 days. The holder shall be paid all amounts due in priority form the proceeds of the sale. The Holder shall have a first right of refusal for any compelled sale under this section. If the Obligor is unable to complete a sale of the Subsidiary pursuant to the requirements of this section then the holder may foreclose on the assets of the Subsidiary to secure payment.

17. Usury. To the extent it may lawfully do so, the Obligor hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Obligor under this Note for payments which under Nevada law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the "Maximum Rate"), and, without limiting the foregoing, in no event shall any rate of interest when aggregated with any other sums which under Nevada law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by Nevada law and applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Obligor to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Obligor, the manner of handling such excess to be at the Holder's election.

IN WITNESS WHEREOF, TEO Foods, Inc., has signed this Note effective as of the ___30th_______ day of ___July___ 2018.

OBLIGOR:

TEO FOODS INC.

By: /s/ Jeffrey H. Mackay

Name: Jeffrey H. Mackay

Title: President

Exhibit 10.5 -- Page 33

Schedule A

Sellers; Stock

Shareholders	Series A Shares Owned	Series B Shares Owned
NERYS USA Inc.	3,809,958	111,692,790
Sandro Piancone	1	0
Total:	3,809,959	111,692,720

Exhibit 10.5 -- Page 34

EX-23.1 11 ex23_1.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the inclusion in this Amendment Number 2 of this Registration Statement on Form S-1 of our report dated August 10, 2018 relating to the financial statements as of December 31, 2017 and 2016 and the years then ended. We also consent to the reference to our firm under the heading "Experts" appearing therein.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

October 1, 2018

Date:	October 1, 2018

To:	Securities and Exchange Commission
	Washington, D.C. 20549

Subject:	Response to comment letter dated September 28, 2018
	to Mr. Jeffrey Mackay, President, TEO Foods Inc.

Reference:	TEO Foods Inc.
	Registration Statement on Form S-1 submitted August 13, 2018, as amended September 19, 2018
	File No. 333-226801

Ladies and Gentlemen:

TEO Foods Inc. (the "Company"), in connection with its filing of pre-effective amendment no. 2 to its Registration Statement on Form S-1 under the Securities Act (File No. 333-226801), hereby responds to the Staff's comments raised in the Staff's comment letter dated September 28, 2018 directed to such Registration Statement as initially filed August 13, 2018. For ease of reference, the Staff's comments are reproduced below in their entirety, and the Company's responses immediately follow.

BEGINNING OF RESPONSES

Prospectus Cover Page, page 1

We note your revised disclosure in response to prior comment 1 states that the selling shareholders "may sell their shares" at $0.20 per share. Please revise to clarify that the selling shareholders "will sell" their shares at $0.20 per share until such time as your common stock is listed on a national securities exchange or quoted on the OTC Bulletin Board, OTCQX or OTCQB. In addition, we note the first paragraph of your prospectus cover page and the Plan of Distribution continue to suggest that the selling stockholders may currently sell shares in the open market (at the prevailing market price) or in negotiated transactions. Please revise your disclosure accordingly.

RESPONSE

The Company has revised the disclosure as requested.

Product Overview, page 11

2.	Please clarify, if true, that the "current 200-Kilowatt system" you refer to in this section is the pasteurization/sterilization processes you license from Teo Inc..

RESPONSE

The Company has revised the disclosure as requested.

Directors and Executive Officers, page 19

Please revise the biographical sketches for your executive officers and directors to disclose each person's principal occupation and employment during the most recent five years, the dates they served in those roles and the name and business of any corporation or other organization in which such occupation and employment were carried on. In this regard, we note that the dates for Mr. O'Keefe's employment with Teo Inc. and Fram Exploration, the dates for Mr. Husain's employment with Teo Inc. and CedarLane Natural Foods and the name of the MLP energy fund actively managed by Mr. O'Keefe are not disclosed. Please also revise Mr. Mackay's biographical sketch to disclose his employment with Rowe Mullen LLP. See Item 401(e) of Regulation S-K.

RESPONSE

The Company has revised the disclosure as requested.

Additional revisions

We have corrected mistype identifying two CEO's of TEO Inc. Jeffrey Mackay is the only CEO of TEO Inc. John O'Keefe is the CFO of TEO Inc.

We have corrected mistype relating to the annual revenue of an Emerging Growth Company to read $1.07 billion.

END OF RESPONSES

Should you have any questions or comments with respect to the foregoing, please contact me anytime at 619-758-1973.

Very truly yours,

By: /s/ Jeffrey Mackay

Jeffrey Mackay

President, Teo Foods Inc.