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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 13 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through August 12, 2022, which is the date the financial statements were issued, and has concluded that no such events or transactions took place which would require adjustment to or disclosure in the financial statements, except for the following:

  

Equity

 

On July 22, 2022, the Company entered into a Memorandum of Understanding (“MOU”) with Bear Face Capital LLC (“Bear Face”) and Concorde Consulting Corp (“Concorde”) (“jointly “Parties”) whereby Bear Face and Concorde agreed to the purchase of 250,000 and 350,00 common stock shares, respectively, at $1.00 per share. The total proceeds of $600,000 were received on July 27, 2022 by the Company. Simultaneously the Parties executed nine-month Leak-Out agreements on sales of the shares purchased. As consideration for the Leak-Out agreements the Parties were granted 250 and 350 Series D Preferred shares, respectively.

 

Change in Management and Board of Directors

 

In accordance with the terms of the MOU, the following changes were implemented: (i) Gail Levy resigned as Chief Executive Officer and assumed the position of President for the Company, subject to a two (2) year Employment Contract, renewable annually, at an annual salary of $120,000; (ii) Dawn Cames, former officer for the predecessor company (“FICAAR), was appointed to serve as a Director and Chairman of the Board for the Company and was assigned one (1) share of Series C Preferred stock; (iii) Gail Levy, James C. Sanborn, and Leonard Klingbaum resigned as members of the Board of Directors; (iv) James C. Sanborn resigned as COO; and (v) Gail Levy and James C. Sanborn returned 999,999 shares of Series C Preferred stock to the Company.

 

Intellectual Property

 

On July 22, 2022, the Company entered into an Intellectual Property Assignment Agreement whereby the Company acquired the intellectual property related to its beverage production operations from HyEdge IP in exchange for 715,000 shares of Company Common stock.