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Commitments and Contingencies
9 Months Ended
Sep. 30, 2017
Commitments And Contingencies  
Commitments and Contingencies
  a) On May 15, 2015, American Realty Partners (“ARP”), a former subsidiary of the Company, entered into Parent-Subsidiary and Operations Agreement (“Subsidiary Agreement) with the Company and Performance Realty Management, LLC (“PRM”). Pursuant to the Subsidiary Agreement, the Company agreed to be bound by ARP’s Operating Agreement dated November 1, 2013. The Subsidiary Agreement was amended on June 29, 2015 to provide for the issuance of 1,000,000 post-split shares of the Company as consideration for services to be rendered by PRM upon written notice to the Company. On December 21, 2015, ARP amended its operating agreement with PRM wherein it ratified the issuance of the 1,000,000 post-split shares of restricted common stock as the sole compensation paid to PRM for serving as manager of ARP.

 

  b) On April 11, 2017, IXB entered into a consulting agreement with Black Legend Capital for consulting and financial advisory services for a period of six months. Pursuant to the agreement, the Company agreed to pay a compensation of $30,000 upon execution of the agreement.

 

  c) On April 17, 2017, the Company entered into a Consulting Agreement (“Agreement”) with International Monetary, Inc., a California corporation (“International Monetary”) for a period of six months. Pursuant to the Agreement, International Monetary will provide a variety of services to the Company, including, but not limited to, corporate and management services; financial services; shareholder relations and corporate communication services; business development services; investor relations coordination and services; and guidance to maximize shareholder value with a concentrated focus on assisting with specific corporate governance requirements for an up listing to a major listed exchange. In exchange for these services, the Company will issue to International Monetary restricted shares of common stock in an amount equal to two percent (2%) of the Company’s issued and outstanding common stock (the “Stock Compensation”). The Stock Compensation shall be made in two payments, one percent (1%) of the issued and outstanding stock as of April 17, 2017 shall be issued upon the execution of the Agreement, and the remaining one percent (1%) shall be issued ninety (90) days thereafter. In addition to the Stock Compensation, the Company will pay a monthly cash management fee of $5,000 per month (the “Management Fee”). On May 19, 2017, the Company issued 200,000 shares to International Monetary.

 

  d) On May 1, 2017, IXB entered into a service agreement with Segra Biogenesis Corp. (“Segra”) whereby Segra will design a cannabis tissue culture facility for IXB. In consideration of the services, IXB will pay to Segra CAD$25,461.

 

  e) On May 24, 2017, the Company entered into a lease agreement for premises located in Carson City, Nevada for hemp oil processing. The leases commences on August 1, 2017 and is for a term of three years ending July 31, 2020. From August 1, 2017 to July 31, 2017, the monthly base rent is $6,579.30. From August 1, 2018 to July 31, 2019, the monthly base rent is $6,776.68. From August 1, 2019 to July 31, 2020, the monthly base rent is $6,979.98.

 

  f) On May 26, 2017, the Company entered into a Consulting Agreement (“Agreement”) with Global Discovery Group (“Global”) for a period of six months. Pursuant to the Agreement, in exchange for consulting services, the Company will issue 700,000 options to the consultant to purchase 700,000 shares of common stock of the Company at $0.001 per share. The options shall vest as follows: 450,000 options vest immediately upon issuance on May 26, 2017 and expire on July 7, 2017, 100,000 options shall vest on July 8, 2017 and expire on August 4, 2017, 100,000 options shall vest on August 5, 2017 and expire on September 1, 2017, 50,000 options shall vest on September 2, 2017 and expire on September 29, 2017, and 25,000 options shall vest on September 30, 2017 and expire on October 27, 2017.

 

  g) On August 14, 2017, the Company entered into a Sales Agreement with Positively Green Organics, LLC (“PGO”), whereby PGO has agreed to farm cannabidol flower for the Company’s processing and sales to third-parties (the “Sales Agreement”). PGO has committed 150 acres of farming land for the manufacturing process. In addition to processing and sales, the Company will be providing ancillary support services to PGO as part of the overall farming and manufacturing process. PGO is to deliver 10% or more of cannabidol flower with less than .3% THC or cannabidol flower approved by the State of Nevada Department of Agriculture to the Company. In turn, the Company will process the cannabidol flower and sell all of the cannabidol flower biomass to third-parties. The Company will be capped at 22,000 pounds per month unless otherwise agreed to by the parties. The Company and PGO have agreed to a profit sharing relationship from the sales.

 

  h) On September 25, 2017, the Company entered into a Consulting agreement for corporate finance and consulting services for a period of 3 months. Pursuant to the agreement, the Company agreed to pay $10,000 and to issue 10,000 shares of the Company’s common stock per month.

 

    Litigation

Other than the litigation identified herein, the Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company's consolidated financial position, consolidated results of operations, or consolidated cash flows.

  a) The Company is a defendant in a civil matter pending in Maricopa county, Arizona brought by a current shareholder – Raymond and Winnie Yule. The plaintiff was a member in American Realty prior to the Share Exchange Agreement with the Company was effectuated. The plaintiff alleges that American Realty promised a particular real estate investment strategy and were assured a certain rate of return. The plaintiff alleges that American Realty failed in these matters and seeks for damages. On September 15, 2017, to settle the case, the Company sold 8 properties and redeemed 50,289 shares of common stock from Raymond and Winnie Yule. The Company recorded a loss on settlement of $740,756 during the six months ended September 30, 2017.

  

  b) There have been allegations of fraud made against the CEO of the Company by William Bills, Joaquin Flores and George Elam, all of whom are shareholders in the company as a result of the Stock Exchange Agreement as described in Note 4. Our counsel has conducted investigations into the matter, and has concluded that there is no merit to the allegations and that such allegations have been asserted as an attempt to either extort money out of the company or additional stock.

 

    Environmental Matters

 The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its consolidated balance sheets, consolidated statements of operations, or consolidated cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.

 

    Other Matters

The Company, due to the nature of its relationship with PRM, has been the subject of an investigation by the State of Idaho. The specific focus of the investigation is on PRM.

 

The State of Arizona’s Corporation Commission, Securities Division issued a letter and subpoena for formal interview on March 21, 2017. The specific focus of the investigation is not clear at this time.