SUBSEQUENT EVENTS

12 Months Ended

Nov. 30, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 13. SUBSEQUENT EVENTS

The Company failed to pay Everlast the full $650,000 by February 15, 2022, as per the November 17, 2021 Stipulation of Settlement with Everlast. The Company is now obligated to pay Everlast the judgment amount of $738,945, plus applicable interest (a total of $750,713 as of August 21, 2021) and attorney’s fees, less any payments made. Additionally, the litigation shall now proceed.

The Board has authorized the following executive compensation to its executives:

- Upon the closing of an initial financing (greater than $2,000,000) then the CEO shall be issued 1.5% of the fully diluted common stock and the Chairman shall receive 1.0% of the fully diluted common stock;

- Upon the uplisting of the Company to the New York Stock Exchange (NYSE) or the Nasdaq (whether by merger or operations), then the CEO shall be issued 1.5% of the fully diluted common stock and the Chairman shall receive 1.0% of the fully diluted common stock;

- Upon the closing of an acquisition, then the CEO shall be issued a bonus equal 3% of the total enterprise value of the deal and the Chairman shall receive 2% of the total enterprise value of the deal, which may at the option of the Company be paid in cash, or stock. If the bonus is paid in stock, then the stock shall be issued at a 20% discount to the market;

WHEREAS, the Board desires to establish the following compensation and bonus plan for its CEO and to reserve some bonus stock in anticipation of hiring a COO and CFO:

Total Revenue* (in millions)		Adjusted EBITDA*		Exercise Price**		Percent of Shares CEO ***			Percent of Shares COO***			Percent of Shares CFO***
$	1.00		N/A	$	0.05		1.00	%		0.25	%		0.25	%
$	2.00		N/A	$	0.125		1.00	%		0.25	%		0.25	%
$	4.00		N/A	$	0.25		1.00	%		0.25	%		0.25	%
$	8.00	$	80,000	$	0.50		1.00	%		0.25	%		0.25	%
$	12.00	$	150,000	$	0.75		1.00	%		0.25	%		0.25	%
$	18.00	$	225,000	$	1.00		1.00	%		0.25	%		0.25	%
$	30.00	$	450,000	$	1.50		1.00	%		0.25	%		0.25	%
$	45.00	$	675,000	$	2.50		1.00	%		0.25	%		0.25	%
$	75.00	$	1,312,500	$	5.00		1.00	%		0.25	%		0.25	%

                * Total Revenue shall be 75% of the share calculation and Adjusted EBITDA shall be 25% of the share calculation

** Exercise Price shall be the lower of the Exercise Price set forth above or a 20% discount to the 5-day VWAP

** Exercise Price shall not be adjusted accordingly for any stock splits, as these Exercise Prices are after giving effect to the split.

*** Percent of Shares shall be based on the number of fully diluted common shares

On March 3, 2022, the Board also authorized 4,000,000 shares to its employees. The shares will be vested immediately and issued all at once.  

On April 4, 2022, the Company announced that it filed an amendment to its certificate of incorporation to authorize 29,320,432 shares of Preferred Stock which it will use to satisfy approximately $17.7 Million of principal and accrued interest due under certain convertible notes, representing a conversion rate of $0.60 per share. The amendment authorizing the Preferred Shares was approved by a majority of the Company’s shareholders and was filed with the State of Nevada on March 31, 2022. The amendment is expected to be effective May 31, 2022.