0001213900-17-007223.txt : 20170706 0001213900-17-007223.hdr.sgml : 20170706 20170706163359 ACCESSION NUMBER: 0001213900-17-007223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 28 CONFORMED PERIOD OF REPORT: 20160430 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Minerco, Inc. CENTRAL INDEX KEY: 0001451514 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 272636716 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54164 FILM NUMBER: 17952503 BUSINESS ADDRESS: STREET 1: 800 BERING DRIVE STREET 2: SUITE 201 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 888-473-5150 MAIL ADDRESS: STREET 1: 800 BERING DRIVE STREET 2: SUITE 201 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: Minerco Resources, Inc. DATE OF NAME CHANGE: 20081205 8-K 1 f8k043016_minercoinc.htm CURRENT REPORT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) July 6, 2017 (April 30, 2016)

MINERCO, INC.

(Exact name of registrant as specified in its charter)

NEVADA		333-156059		27-2636716
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

800 Bering Drive

Suite 250

Houston, Texas 77057

(Address of principal executive offices, including zip code.)

(888) 473-5150

(Registrant’s telephone number, including area code)

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

Saad Exchange

On July 1, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with Beau Saad, an individual (“Saad”), where, among other things, the Saad exchanged his earned, but unissued, 2,058,823 restricted common shares of the Company for two (2) newly issued Convertible Promissory Notes with the Company as the Maker.

The 2,058,823 restricted common shares of the Company were fully earned and paid, but never issued nor delivered, under a certain Share Purchase Agreement, dated February 23, 2016 for 1,470,588 restricted shares for $25,000 (“SPA #1”) and a certain Share Purchase Agreement, dated March 8, 2016 for 588,235 restricted shares for $10,000 (“SPA #2”).

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. Saad agrees to exchange his earned, but unissued, 2,058,823 restricted shares of the Company’s common stock from SPA #1 and SPA #2 for two (2) Convertible Promissory Notes with the Company as the Maker:

a. Convertible Promissory Note #1, dated February 23, 2016, in principal amount of $25,000 to replace SPA #1, attached as Exhibit 1 hereto;

b. Convertible Promissory Note #2, dated March 8, 2016, in principal amount of $10,000 to replace SPA #2, attached as Exhibit 2 hereto; and

c. The Convertible Promissory Notes #1 and #2 may bear the following restrictive legend or variation thereof:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Share Purchase Agreement, dated February 23, 2016 for 1,470,588 restricted shares for $25,000 (“SPA #1”) and a certain Share Purchase Agreement, dated March 8, 2016 for 588,235 restricted shares for $10,000 (“SPA #2”), are qualified in their entirety by reference to the full text of the Share Purchase Agreements, attached as Exhibit 10.2 and 10.3, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Convertible Promissory Note #1, dated February 23, 2016, in principal amount of $25,000 to replace SPA #1; and the Convertible Promissory Note, dated March 8, 2016, in principal amount of $10,000 to replace SPA #2, are qualified in their entirety by reference to the full text of the Convertible Promissory Notes, attached as Exhibit 10.4 and 10.5, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Ciarello Exchange

On July 1, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with Ray Ciarello, an individual (“Ciarello”), where, among other things, Ciarello exchanged his earned, but unissued, 735,294 restricted common shares of the Company for one (1) newly issued Convertible Promissory Note with the Company as the Maker.

The 735,294 restricted common shares of the Company were fully earned and paid, but never issued nor delivered, under a certain Share Purchase Agreement, dated February 23, 2016 for 735,294 restricted shares for $12,500 (the “SPA”).

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.6 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. Ciarello agrees to exchange his earned, but unissued, 735,294 restricted shares of the Company’s common stock from the SPA for a Convertible Promissory Note with the Company as the Maker:

a. Convertible Promissory Note, dated February 23, 2016, in principal amount of $12,500 to replace the SPA, attached as Exhibit 1 hereto; and

b. The Convertible Promissory Note may bear the following restrictive legend or variation thereof:

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Share Purchase Agreement, dated February 23, 2016 for 735,294 restricted shares for $12,500 (the “SPA”) is qualified in its entirety by reference to the full text of the Share Purchase Agreement, attached as Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Convertible Promissory Note, dated February 23, 2016, in principal amount of $12,500 to replace the SPA is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.8 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Schmidt Exchange

On July 1, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with Bryce Schmidt, an individual (“Schmidt”), where, among other things, Ciarello exchanged his earned, but unissued, 625,000 restricted common shares of the Company for one (1) newly issued Convertible Promissory Note with the Company as the Maker.

The 625,000 restricted common shares of the Company were fully earned and paid, but never issued nor delivered, under a certain Share Purchase Agreement, dated March 8, 2016 for 625,000 restricted shares for $12,500 (the “SPA”).

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.9 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. Schmidt agrees to exchange his earned, but unissued, 625,000 restricted shares of the Company’s common stock from the SPA for a Convertible Promissory Note with the Company as the Maker:

a. Convertible Promissory Note, dated March 8, 2016, in principal amount of $12,500 to replace the SPA, attached as Exhibit 1 hereto; and

b. The Convertible Promissory Note may bear the following restrictive legend or variation thereof:

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.9 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Share Purchase Agreement, dated March 8, 2016 for 735,294 restricted shares for $12,500 (the “SPA”) is qualified in its entirety by reference to the full text of the Share Purchase Agreement, attached as Exhibit 10.10 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Convertible Promissory Note, dated March 8, 2016, in principal amount of $12,500 to replace the SPA is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.11 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

MSF – Athena Exchange

On July 5, 2016, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with MSF International, Inc. (“MSF”), where, among other things, the Company and MSF agreed to exchange MSF’s Eighteen and Two-Tenths percent (18.2%) equity in Athena Brands, Inc., a subsidiary of the Company, for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker. This Exchange Agreement left the Company with 100% right, title and equity interest in and to Athena Brands, Inc.

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.12 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. MSF agrees to exchange its Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker AND the Company agrees to exchange MSF’s Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker (hereinafter the “Exchange”).

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.12 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Promissory Note, dated July 5, 2016, in principal amount of $350,000 issued in accordance with the terms of the Exchange Agreement is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.13 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

MSF Exchange – Extension

On January 5, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with MSF International, Inc. (“MSF”), where, among other things, the Company and MSF agreed to exchange the Original Promissory Note, dated July 5, 2016 with principal amount of $350,000 and due on January 5, 2017 (the “Original Note”), for a new Convertible Promissory Note, with convertible feature, with a new due date of July 5, 2017 with the Company as the Maker (the “New Note”).

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.14 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. MSF agrees to exchange the Original Note for the New Note with new due date and convertible feature AND the Company agrees to exchange the Original Note for the New Note with new due date and convertible feature (hereinafter the “Exchange”).

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.14 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The new Convertible Promissory Note, dated July 5, 2016, in principal amount of $350,000 issued in accordance with the terms of the Exchange Agreement is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.15 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Rios Exchange – Extension

On February 1, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) regarding a Convertible Promissory Note, in default at the time, with Rios (“MSF”), where, among other things, the Company and Rios agreed to exchange the Original Promissory Note, dated April 30, 2016 and reissued on August 15, 2016, with principal amount of $100,000 and due on November 1, 2016 (the “Original Note”), for an extended due date Convertible Promissory Note, with a new due date of July 5, 2017, with the Company as the Maker (the “New Note”).

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.16 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. Rios agrees to exchange the Original Note for the New Note with new due date and revised convertible feature AND the Company agrees to exchange the Original Note for the New Note with new due date and revised convertible feature (hereinafter the “Exchange”).

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.16 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The new Convertible Promissory Note, dated April 30, 2016, in principal amount of $100,000 issued in accordance with the terms of the Exchange Agreement is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.17 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Messina Exchange

On April 3, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with Sam J. Messina, III, an individual and a former member of our Board of Directors, resignation effective March 31, 2017 (“Messina”), where, among other things, the Company and Messina exchanged Messina’s Two Hundred and Fifty Thousand (250,000) shares of the Company’s Preferred Class ‘C’ Stock for amendment and restatement of Messina’s five (5) Convertible Promissory Notes with the Company.

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.18 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. Messina agrees to exchange his Two Hundred and Fifty Thousand (250,000) shares of the Company’s Preferred Class ‘C’ Stock for amendment and restatement of his five (5) Convertible Promissory Notes with the Company:

Convertible Promissory Note, dated April 30, 2016, in principal amount of $52,500;

Convertible Promissory Note, dated July 31, 2016, in principal amount of $37,500;

Convertible Promissory Note, dated October 31, 2016, in principal amount of $37,500;

Convertible Promissory Note, dated January 31, 2017, in principal amount of $37,500; and

Convertible Promissory Note, dated March 31, 2017, in principal amount of $25,000 to include an amended conversion feature.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.18 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Convertible Promissory Note, dated April 30, 2016, in principal amount of $52,500; and the Convertible Promissory Note, dated July 31, 2016, in principal amount of $37,500 are qualified in their entirety by reference to the full text of the Convertible Promissory Notes, attached as Exhibit 10.19 and 10.20, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Amended and Restated Convertible Promissory Note, dated April 30, 2016, in principal amount of $52,500; and the Amended and Restated Convertible Promissory Note, dated July 31, 2016, in principal amount of $37,500 are qualified in their entirety by reference to the full text of the Amended and Restated Convertible Promissory Notes, attached as Exhibit 10.21 and 10.22, respectively, to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Vanis Exchange

On July 3, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Exchange Agreement”) with V. Scott Vanis, an individual and a member of our Board of Directors and an Officer of the Company, (“Vanis”), where, among other things, the Company and Vanis exchanged Vanis’ accrued salary, for fiscal year 2017 (August 1, 2016 through July 31, 2017), in amount of Two Hundred and Twenty-Five Thousand Dollars and 00/100 Cents ($225,000.00), One Hundred Twelve Thousand Five Hundred Twenty-Six (112,526) shares the Company’s Preferred Class ‘B’ Stock AND Two Hundred and Fifty Thousand (250,000) shares of the Company’s Preferred Class ‘C’ Stock for Five Hundred Thousand Shares (500,000) of the Company’s Preferred Class ‘A’ Stock.

The summary of the Exchange Agreement is as follows (the entire Exchange Agreement is attached as Exhibit 10.23 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Exchange. Vanis agrees to forgive his accrued salary, for fiscal year 2017 (August 1, 2016 through July 31, 2017), in amount of Two Hundred and Twenty-Five Thousand Dollars and 00/100 Cents ($225,000.00), One Hundred Twelve Thousand Five Hundred Twenty-Six (112,526) shares the Company’s Preferred Class ‘B’ Stock AND Two Hundred and Fifty Thousand (250,000) shares of the Company’s Preferred Class ‘C’ Stock for Five Hundred Thousand Shares (500,000) of the Company’s Preferred Class ‘A’ Stock (hereinafter the “Exchange”) for services performed as the Company’s CEO.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.23 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

Athena / Avanzar Divestiture

On July 3, 2017, Minerco, Inc. (“we” or the “Company”) entered into an Agreement (the “Asset Purchase Agreement”) with Pacific Isle, Ltd., to divest of One Hundred percent (100%) of all of the Seller’s rights, title and interest in and to Seller’s subsidiary, Athena Brands, Inc., formerly Level 5 Beverage, Inc., including all Seller’s right, title and interest to Avanzar Sales & Distribution, LLC.

The summary of the Asset Purchase Agreement is as follows (the entire Asset Purchase Agreement is attached as Exhibit 10.24 to this Current Report on Form 8-K filed with the Securities and Exchange Commission):

Agreement to Purchase and Sell. Upon the terms and subject to the conditions set forth in this Agreement and upon the representations and warranties made herein by each of the parties to the other, on the Closing Date (as such term is hereinafter defined), Seller shall sell to Buyer, and Buyer shall acquire from Seller, One Hundred percent (100%) of all of the Seller’s rights, title and interest in and to Seller’s subsidiary, Athena Brands, Inc., formerly Level 5 Beverage, Inc., including all Seller’s right, title and interest to Avanzar Sales & Distribution, LLC, more specifically defined in Schedule 2.0 attached hereto and incorporated herein by reference (hereinafter sometimes referred to as the “Asset”).

Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, in reliance upon the representations, warranties, covenants and agreements of the Seller contained herein, and in exchange for One Hundred percent (100%) of all of the Seller’s rights, title and interest in and to the Asset, Buyer agrees to acquire all assets AND liabilities of the Asset including, but not limited to, all Athena assets and liabilities (net value: $949,510) and all Avanzar assets and liabilities, including vendor identification, databases and ALL intellectual property of Avanzar, (net value: -$1,339,858) and Seller agrees to issue and deliver a Promissory Note in principal amount of Two Hundred and Fifty Thousand Dollars (US$250,000) (the “Purchase Price”).

Payment of Purchase Price. The Purchase Price shall be payable as follows:

(A) Full transfer and delivery of all tangible and intangible assets of the Asset from Seller to Buyer, including all accounting books, goodwill, relationships and intellectual property listed or accounted for in Schedule 1A, attached hereto, shall be delivered to Seller or Seller’s assign as defined in Section 1.4 herein subject to the terms and conditions set forth in Section 6 of this Agreement.

(B) Full transfer and delivery of all liabilities of the Asset from Seller to Buyer, including all accounts payable, loans payable and other liabilities listed or accounted for in Schedule 1B, attached hereto, shall be delivered to Seller or Seller’s assign as defined in Section 1.4 herein subject to the terms and conditions set forth in Section 6 of this Agreement.

(C) As additional consideration for this Agreement, Seller shall issue and deliver to Seller a Promissory Note to Buyer in principal amount of Two Hundred and Fifty Thousand Dollars (US$250,000), earning Eight Percent (8%) annual interest (the “Note”) and attached hereto as Schedule 1C. At the Seller’s sole discretion, the Note may be exchanged for common shares of the Seller, valued at $0.0100 per share, at any time within twelve (12) months of the Effective Date.

(D) Any shares contemplated by this Agreement shall be fully paid for and non-assessable when issued and bear a restrictive legend in accordance with Rule 144 of the Securities and Exchange Act of 1933, as amended.

Closing. The closing of the transaction contemplated herein (the “Closing”) will be at the office of Seller on or before July 31, 2016, or at such other place or at such other date and time as Seller and Buyer may mutually agree. Such date and time of Closing is herein referred to as the “Closing Date.”

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, attached as Exhibit 10.24 to the Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

The Promissory Note contemplated by this Asset Purchase Agreement, dated July 15, 2016, in principal amount of $250,000; is qualified in its entirety by reference to the full text of the Promissory Note, attached as Exhibit 10.25 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective March 31, 2017, Sam J. Messina, III resigned all positions with the Company, including as Principal Financial Officer, Chief Financial Officer, Treasurer and Director. The resignation did not involve any disagreement with the Company.

Item 8.01

Other Events

On March 30, 2016, Minerco, Inc. (“we” or the “Company”) issued a Convertible Promissory Note to Ray Ciarello, an individual, (“Ciarello”), dated March 30, 2016 in principal amount of $6,000.

The Convertible Promissory Note to Ciarello, dated March 30, 2016, in principal amount of $6,000 is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.26 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

On April 8, 2016, Minerco, Inc. (“we” or the “Company”) issued a Convertible Promissory Note to Beau Saad, an individual (“Saad”), dated April 8, 2016, but issued on July 1, 2016, in principal amount of $12,500 with a purchase price of $7,500 paid directly to a third party.

The Convertible Promissory Note to Saad, dated April 8, 2016, in principal amount of $12,500, is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.28 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

On April 30, 2016, Minerco, Inc. (“we” or the “Company”) issued a Convertible Promissory Note to V. Scott Vanis, an individual and a member of our Board of Directors and an Officer of the Company, (“Vanis”), for back salary in the amount of $407,661.29.

The Convertible Promissory Note to Vanis, dated April 30, 2016, in principal amount of $407,661.29, is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.27 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

On May 24, 2016, Minerco, Inc. (“we” or the “Company”) issued a Convertible Promissory Note to Patrick Casey, an individual, (“Casey”), dated May 24, 2016 in principal amount of $15,000.

The Convertible Promissory Note to Casey, dated May 24, 2016, in principal amount of $15,000 is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.29 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

On July 31, 2016, Minerco, Inc. (“we” or the “Company”) issued a Convertible Promissory Note to V. Scott Vanis, an individual and a member of our Board of Directors and an Officer of the Company, (“Vanis”), for back salary in the amount of $56,500.

The Convertible Promissory Note to Vanis, dated July 31, 2016, in principal amount of $56,500 is qualified in its entirety by reference to the full text of the Convertible Promissory Note, attached as Exhibit 10.30 to this Current Report on Form 8-K filed with the Securities and Exchange Commission and incorporated herein by reference.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

		Incorporated by Reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith
10.1	Exchange Agreement, Minerco – Saad, dated July 1, 2016				X
10.2	Stock Purchase Agreement, Saad, dated February 23, 2016	10-Q	3/21/2016	10.13
10.3	Stock Purchase Agreement, Saad, dated March 8, 2016	10-Q	3/21/2016	10.15
10.4	Convertible Promissory Note – Saad, dated February 23, 2016				X
10.5	Convertible Promissory Note – Saad, dated March 8, 2016				X
10.6	Exchange Agreement, Minerco – Ciarello dated July 1, 2016				X
10.7	Stock Purchase Agreement, Ciarello, dated February 23, 2016	10-Q	3/21/2016	10.14
10.8	Convertible Promissory Note – Ciarello dated February 23, 2016				X
10.9	Exchange Agreement, Minerco – Schmidt, dated July 1, 2016				X
10.10	Stock Purchase Agreement, Schmidt, dated March 8, 2016				X
10.11	Convertible Promissory Note – Schmidt, dated March 8, 2016				X
10.12	Exchange Agreement, Minerco – MSF, dated July 5, 2016				X
10.13	Promissory Note – MSF, dated July 5, 2016				X
10.14	Exchange Agreement, Minerco – MSF, dated January 5, 2017				X
10.15	Convertible Promissory Note – MSF, dated July 5, 2016				X
10.16	Exchange Agreement, Minerco – Rios, dated February 1, 2017				X
10.17	Convertible Promissory Note – Rios, dated April 30, 2016				X
10.18	Exchange Agreement, Minerco – Messina, dated April 3, 2017				X
10.19	Convertible Promissory Note – Messina, dated April 30, 2016				X
10.20	Convertible Promissory Note – Messina, dated July 31, 2016				X
10.21	Amended Convertible Promissory Note – Messina, dated April 30, 2016				X
10.22	Amended Convertible Promissory Note – Messina, dated July 31, 2016				X
10.23	Exchange Agreement, Minerco – Vanis, dated July 1, 2017				X
10.24	Asset Purchase Agreement, Minerco – Pacific Isle Wholesale, Dispose Athena Brands, dated July 15, 2016				X
10.25	Promissory Note – Pacific Isle, dated July 15, 2016				X
10.26	Convertible Promissory Note – Ciarello, dated March 30, 2016				X
10.27	Convertible Promissory Note – Saad, dated April 8, 2016				X
10.28	Convertible Promissory Note – Vanis, dated April 30, 2016				X
10.29	Convertible Promissory Note – Casey, dated May 24, 2016				X
10.30	Convertible Promissory Note – Vanis, dated July 31, 2016				X

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 6, 2017	MINERCO, INC.

	By:	/s/ V. Scott Vanis

EX-10.1 2 f8k043016ex10i_minercoinc.htm EXCHANGE AGREEMENT, MINERCO - SAAD, DATED JULY 1, 2016

Exhibit 10.1

AGREEMENT TO EXCHANGE

COMMON SHARES FOR NOTES

THIS EXCHANGE AGREEMENT, dated as of July 1, 2016 is entered into by and between Minerco, Inc. (the “Company”) and Beau Saad (“Saad”).

WITNESSETH:

WHEREAS, Saad entered into a certain Share Purchase Agreement, dated February 23, 2016, where among other things, Saad purchased 1,470,588 restricted shares of the Company’s common stock for a Purchase Price of Twenty-Five Thousand Dollars ($25,000) (“SPA #1”);

WHEREAS, Saad entered into another certain Share Purchase Agreement, dated March 8, 2016, where among other things, Saad purchased 588,235 restricted shares of the Company’s common stock for a Purchase Price of Ten Thousand Dollars ($10,000) (“SPA #2”);

WHEREAS, the Company never delivered to Saad the shares of the Company’s restricted common stock due under the Share Purchase Agreements;

WHEREAS, Saad is willing to exchange his unissued 2,058,823 restricted shares from SPA #1 and SPA #2 for two Convertible Promissory Notes with the Company; and

WHEREAS, the Company is willing to exchange Saad’s unissued 2,058,823 restricted shares from SPA #1 and SPA #2 for two Convertible Promissory Notes with the Company;

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

Exchange. Saad agrees to exchange his earned, but unissued, 2,058,823 restricted shares of the Company’s common stock from SPA #1 and SPA #2 for two (2) Convertible Promissory Notes with the Company as the Maker:

	a.	Convertible Promissory Note #1, dated February 23, 2016, in principal amount of $25,000 to replace SPA #1, attached as Exhibit 1 hereto;

	b.	Convertible Promissory Note #2, dated March 8, 2016, in principal amount of $10,000 to replace SPA #2, attached as Exhibit 2 hereto; and

	c.	The Convertible Promissory Notes #1 and #2 may bear the following restrictive legend or variation thereof:

Saad Representations, Warranties, Etc. Saad represents and warrants to, and covenants and agrees with, the Company as follows:

	a.	Due Authorization. Saad has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Saad and is enforceable in accordance with its terms.

	b.	No Consents; No Contravention. The execution, delivery and performance by Saad of this Agreement (i) requires no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which Saad is a party.

3.	Company Representations, Etc. The Company represents and warrants to Saad that:

	a.	Exchange Agreement. This Agreement and the transactions contemplated hereby, have been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

	b.	Non-contravention. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the articles of incorporation or by-laws of the Company, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) to its knowledge, order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have a material adverse effect on the transactions contemplated herein. The Company is not in violation of any material laws, governmental orders, rules, regulations or ordinances to which its property, real, personal, mixed, tangible or intangible, or its businesses related to such properties, are subject.

	c.	Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market is required to be obtained by the Company for the Exchange as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Certain Covenants And Acknowledgments. The Company undertakes and agrees to make all necessary filings in connection with the exchange effected hereby under any United States laws and regulations, and to provide a copy thereof to Saad promptly after such filing.

Governing Law; Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, and the related agreements referred to herein, contain the entire agreement of the parties with respect to the subject matter hereto, superceding all prior agreements, understandings or discussions.

Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given, (i) on the date delivered, (a) by personal delivery, or (b) if advance copy is given by fax, (ii) seven business days after deposit in the United States Postal Service by regular or certified mail, or (iii) three business days mailing by international express courier, with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the last known mailing address, or at such other addresses as a party may designate by ten days advance written notice to each of the other parties hereto.

Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Company and Saad have caused this Agreement to be executed by their duly authorized representatives on the date as first written above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

	BEAU SAAD

		/s/ Beau Saad
	Name:	Beau Saad
		An Individual

EX-10.4 3 f8k043016ex10iv_minercoinc.htm CONVERTIBLE PROMISSORY NOTE - SAAD, DATED FEBRUARY 23, 2016

Exhibit 10.4

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: U.S. $10,000.00		Dated: March 8, 2016

Purchase Price: U.S. $10,000.00		Issued: July 1, 2016

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to Beau Saad, an individual, or his successors and assigns (the “Payee”), at his address of record, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Ten Thousand Dollars and Zero Cents (U.S. $10,000.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $10,000.00. The entire principal amount hereunder shall be due and payable on September 8, 2016 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.

1. Purchase Price. The Maker and Payee agree the Purchase Price was delivered under a certain Share Purchase Agreement, dated March 8, 2017, for consideration of $10,000, which was exchanged for this Note according to a certain Exchange Agreement, dated July 1, 2016 between the Maker and the Payee, attached as Exhibit A hereto.

2. Interest Rate. Interest shall accrue on the unpaid principal amount of this Convertible Promissory Note (the “Note”) at the rate of eight percent (8%) per annum from the date of the first making of the loan for such principal amount until such unpaid principal amount is paid in full or earlier converted into shares (the “Shares”) of the Maker’s common stock (the “Common Stock”) in accordance with the terms hereof. Interest hereunder shall be paid on such date as the principal amount under this Note becomes due and payable or is converted in accordance with the terms hereof and shall be computed on the basis of a 360-day year for the actual number of days elapsed.

3. Conversion of Principal and Interest. Subject to the terms and conditions hereof, the Payee, at its sole option, may deliver to the Maker a notice in the form attached hereto as Exhibit C (a “Conversion Notice”) and an updated Loan Schedule, at any time and from time to time after the date hereof and prior to the payment of the principal amount and all accrued interest thereon (the date of the delivery of a Conversion Notice shall be referred to herein as a “Conversion Date”), to convert all or any portion of the outstanding principal amount of this Note plus accrued and unpaid interest thereon, for a number of Shares equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of this Note plus the accrued and unpaid interest thereon being converted by the Conversion Price (as defined in Section 15). Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid interest thereunder in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Notice and the Loan Schedule.

4. Certain Conversion Limitations. The Payee may not convert an outstanding principal amount of this Note or accrued and unpaid interest thereon to the extent such conversion would result in the Payee, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act (as defined in Section 15) and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock. Since the Payee will not be obligated to report to the Maker the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the beneficial ownership in excess of 4.999% of the then outstanding shares of Common Stock (inclusive of any other shares which may be beneficially owned by the Payee or an affiliate thereof), the Payee shall have the authority and obligation to determine whether and the extent to which the restriction contained in this Section will limit any particular conversion hereunder. The Payee may waive the provisions of this Section upon not less than 75 days prior notice to the Maker.

5. Deliveries. Not later than five (5) Trading Days (as defined in Section 15) after any Conversion Date, the Maker will deliver to the Payee (i) a certificate or certificates representing the number of Shares being acquired upon the conversion of the principal amount of this Note and any interest accrued thereunder being converted pursuant to the Conversion Notice (subject to the limitations set forth in Section 3 hereof), and (ii) an endorsement by the Maker of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Maker’s delivery to the Payee of stocks certificates in accordance clause (i) above shall be Maker’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule.

6. Prepayment Right. Notwithstanding anything to the contrary contained in this Note, at any time during the period beginning on the Issue Date and ending on the date which is six (6) months following the Issue Date, the Borrower shall have the right, exercisable on not less than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 5. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. 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 at least one (1) business day prior to the Optional Prepayment Date. If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash (the “Optional Prepayment Amount”) equal to one hundred fifty percent (150%), multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x). If the Borrower delivers an Optional Prepayment Notice and fails to pay the Optional Prepayment Amount due to the Holder of the Note within two (2) business days following the Optional Prepayment Date, the Borrower shall forever forfeit its right to prepay the Note pursuant to this Section 5.

7. No Adjustments. If the Maker, at any time while any portion of the principal amount due under this Note is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Maker, then the Conversion Price (as defined in Section 15) shall not be adjusted.

8. No Waiver of Payee’s Rights, etc. All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. The Maker hereby waives presentment of payment, protest, and notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.

9. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

10. Cumulative Rights and Remedies; Usury. The rights and remedies of the Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise available. If it shall be found that any interest outstanding hereunder shall violate applicable laws governing usury, the applicable rate of interest outstanding hereunder shall be reduced to the maximum permitted rate of interest under such law.

11. Collection Expenses. If this obligation is placed in the hands of an attorney for collection after default, and provided the Payee prevails on the merits in respect to its claim of default, the Maker shall pay (and shall indemnify and hold harmless the Payee from and against), all reasonable attorneys’ fees and expenses incurred by the Payee in pursuing collection of this Note.

12. Successors and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns. The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.

13. Lost or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may require the Payee to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

14. Due Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker, enforceable against the Maker in accordance with its terms.

15. Governing Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.

16. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday and any day that is a legal holiday or a day on which banking institutions in the State of New York or State of Nevada are authorized or required by law or other government action to close.

“Conversion Price” shall be $0.01 per share or 50% of the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date, whichever is lower.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Trading Day” means (a) a day on which the shares of Common Stock are traded on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or (b) if the shares of Common Stock are not listed on a Subsequent Market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the shares of Common Stock are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New Hampshire are authorized or required by law or other government action to close.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

EXHIBIT A

EXCHANGE AGREEMENT, DATED JULY 1, 2016

Ex-1

EXHIBIT B

LOAN SCHEDULE

Convertible Promissory Note Issued by Minerco, Inc.

Dated: ___________________

SCHEDULE

CONVERSIONS AND PAYMENTS OF PRINCIPAL

Date of Conversion	Amount of Conversion	Total Amount Due Subsequent To Conversion

Ex-2

EXHIBIT C

NOTICE OF CONVERSION

Dated: _________________

The undersigned hereby elects to convert the principal amount and interest indicated below of the attached Convertible Promissory Note into shares of common stock (the “Common Stock”), of Minerco, Inc., according to the conditions hereof, as of the date written below. No fee will be charged to the holder for any conversion.

Exchange calculations: ______________________________________________

Date to Effect Conversion: ___________________________________________

Principal Amount and Interest of

Secured Convertible Note to be Converted: ______________________________

Number of shares of Common Stock to be Issued: _________________________

Applicable Conversion Price:

Signature: __________________________________________

Name:_____________________________________________

Address:____________________________________________

Ex-3

EX-10.5 4 f8k043016ex10v_minercoinc.htm CONVERTIBLE PROMISSORY NOTE - SAAD, DATED MARCH 8, 2016

Exhibit 10.5

CONVERTIBLE PROMISSORY NOTE

Principal Amount:	U.S. $25,000.00	Dated: February 23, 2016

Purchase Price:	U.S. $25,000.00	Issued: July 1, 2016

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to Beau Saad, an individual, or his successors and assigns (the “Payee”), at his address of record, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Twenty-Five Thousand Dollars and Zero Cents (U.S. $25,000.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $25,000.00. The entire principal amount hereunder shall be due and payable on August 23, 2016 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.

1. Purchase Price. The Maker and Payee agree the Purchase Price was delivered under a certain Share Purchase Agreement, dated February 23, 2016, for consideration of $25,000, which was exchanged for this Note according to a certain Exchange Agreement, dated July 1, 2016 between the Maker and the Payee, attached as Exhibit A hereto.

9. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

14. Due Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker, enforceable against the Maker in accordance with its terms.

15. Governing Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.

16. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Conversion Price” shall be $0.01 per share or 50% of the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date, whichever is lower.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

EXHIBIT A

EXCHANGE AGREEMENT, DATED JULY 1, 2016

Ex-1

EXHIBIT B

LOAN SCHEDULE

Convertible Promissory Note Issued by Minerco, Inc.

Dated: ___________________

SCHEDULE

CONVERSIONS AND PAYMENTS OF PRINCIPAL

Date of Conversion	Amount of Conversion	Total Amount Due Subsequent To Conversion

Ex-2

EXHIBIT C

NOTICE OF CONVERSION

Dated: _________________

Exchange calculations: ______________________________________________

Date to Effect Conversion: ___________________________________________

Principal Amount and Interest of

Secured Convertible Note to be Converted: ______________________________

Number of shares of Common Stock to be Issued: _________________________

Applicable Conversion Price:

Signature: __________________________________________

Name:_____________________________________________

Address:____________________________________________

Ex-3

EX-10.6 5 f8k043016ex10vi_minercoinc.htm EXCHANGE AGREEMENT, MINERCO - CIARELLO DATED JULY 1, 2016

Exhibit 10.6

AGREEMENT TO EXCHANGE

COMMON SHARES FOR NOTE

THIS EXCHANGE AGREEMENT, dated as of July 1, 2016 is entered into by and between Minerco, Inc. (the “Company”) and Ray Ciarello (“Ciarello”).

WITNESSETH:

WHEREAS, Ciarello entered into a certain Share Purchase Agreement, dated February 23, 2016, where among other things, Ciarello purchased 735,294 restricted shares of the Company’s common stock for a Purchase Price of Twelve Thousand Five Hundred Dollars ($12,500) (the “SPA”);

WHEREAS, the Company never delivered to Ciarello the shares of the Company’s restricted common stock due under the Share Purchase Agreement;

WHEREAS, Ciarello is willing to exchange his unissued 735,294 restricted shares from the SPA for a Convertible Promissory Note with the Company; and

WHEREAS, the Company is willing to exchange Ciarello’s unissued 735,294 restricted shares from the SPA for a Convertible Promissory Note with the Company.

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

Exchange. Ciarello agrees to exchange his earned, but unissued, 735,294 restricted shares of the Company’s common stock from the SPA for a Convertible Promissory Note with the Company as the Maker:

Convertible Promissory Note, dated February 23, 2016, in principal amount of $12,500 to replace the SPA, attached as Exhibit 1 hereto; and

The Convertible Promissory Note may bear the following restrictive legend or variation thereof:

Ciarello Representations, Warranties, Etc. Ciarello represents and warrants to, and covenants and agrees with, the Company as follows:

Due Authorization. Ciarello has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Ciarello and is enforceable in accordance with its terms.

No Consents; No Contravention. The execution, delivery and performance by Ciarello of this Agreement (i) requires no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which Ciarello is a party.

Company Representations, Etc. The Company represents and warrants to Ciarello that:

Exchange Agreement. This Agreement and the transactions contemplated hereby, have been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

Non-contravention. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the articles of incorporation or by-laws of the Company, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) to its knowledge, order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have a material adverse effect on the transactions contemplated herein. The Company is not in violation of any material laws, governmental orders, rules, regulations or ordinances to which its property, real, personal, mixed, tangible or intangible, or its businesses related to such properties, are subject.

Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market is required to be obtained by the Company for the Exchange as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Company and Ciarello have caused this Agreement to be executed by their duly authorized representatives on the date as first written above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

	RAY CIARELLO

		/s/ Ray Ciarello
	Name:	Ray Ciarello
		An Individual

EX-10.8 6 f8k043016ex10viii_minercoinc.htm CONVERTIBLE PROMISSORY NOTE - CIARELLO DATED FEBRUARY 23, 2016

Exhibit 10.8

CONVERTIBLE PROMISSORY NOTE

Principal Amount: U.S. $12,500.00	Dated: February 23, 2016

Purchase Price: U.S. $12,500.00	Issued: July 1, 2016

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to Ray Ciarello, an individual, or his successors and assigns (the “Payee”), at his address of record, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Twelve Thousand Five Hundred Dollars and Zero Cents (U.S. $12,500.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $12,500.00. The entire principal amount hereunder shall be due and payable on August 23, 2016 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.

1. Purchase Price. The Maker and Payee agree the Purchase Price was delivered under a certain Share Purchase Agreement, dated February 23, 2016, for consideration of $12,500, which was exchanged for this Note according to a certain Exchange Agreement, dated July 1, 2016 between the Maker and the Payee, attached as Exhibit A hereto.

9. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

14. Due Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker, enforceable against the Maker in accordance with its terms.

15. Governing Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.

16. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Conversion Price” shall be $0.01 per share or 50% of the lowest Per Share Market Value of the twenty five (25) Trading Days immediately preceding a Conversion Date, whichever is lower.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

EXHIBIT A

EXCHANGE AGREEMENT, DATED JULY 1, 2016

Ex-1

EXHIBIT B

LOAN SCHEDULE

Convertible Promissory Note Issued by Minerco, Inc.

Dated: ___________________

SCHEDULE

CONVERSIONS AND PAYMENTS OF PRINCIPAL

Date of Conversion	Amount of Conversion	Total Amount Due Subsequent To Conversion

Ex-2

EXHIBIT C

NOTICE OF CONVERSION

Dated: _________________

Exchange calculations: ______________________________________________

Date to Effect Conversion: ___________________________________________

Principal Amount and Interest of

Secured Convertible Note to be Converted: ______________________________

Number of shares of Common Stock to be Issued: _________________________

Applicable Conversion Price:

Signature: __________________________________________

Name:_____________________________________________

Address:____________________________________________

Ex-3

EX-10.9 7 f8k043016ex10ix_minercoinc.htm EXCHANGE AGREEMENT, MINERCO - SCHMIDT, DATED JULY 1, 2016

Exhibit 10.9

AGREEMENT TO EXCHANGE

COMMON SHARES FOR NOTE

THIS EXCHANGE AGREEMENT, dated as of July 1, 2016 is entered into by and between Minerco, Inc. (the “Company”) and Bryce Schmidt (“Schmidt”).

WITNESSETH:

WHEREAS, Schmidt entered into a certain Share Purchase Agreement, dated March 8, 2016, where among other things, Schmidt purchased 625,000 restricted shares of the Company’s common stock for a Purchase Price of Twelve Thousand Five Hundred Dollars ($12,500) (the “SPA”);

WHEREAS, the Company never delivered to Schmidt the shares of the Company’s restricted common stock due under the Share Purchase Agreement;

WHEREAS, Schmidt is willing to exchange his unissued 625,000 restricted shares from the SPA for a Convertible Promissory Note with the Company; and

WHEREAS, the Company is willing to exchange Schmidt’s unissued 625,000 restricted shares from the SPA for a Convertible Promissory Note with the Company.

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

Exchange. Schmidt agrees to exchange his earned, but unissued, 625,000 restricted shares of the Company’s common stock from the SPA for a Convertible Promissory Note with the Company as the Maker:

Convertible Promissory Note, dated March 8, 2016, in principal amount of $12,500 to replace the SPA, attached as Exhibit 1 hereto; and

The Convertible Promissory Notes may bear the following restrictive legend or variation thereof:

Schmidt Representations, Warranties, Etc. Schmidt represents and warrants to, and covenants and agrees with, the Company as follows:

Due Authorization. Schmidt has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Schmidt and is enforceable in accordance with its terms.

No Consents; No Contravention. The execution, delivery and performance by Schmidt of this Agreement (i) requires no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which Schmidt is a party.

Company Representations, Etc. The Company represents and warrants to Schmidt that:

Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Company and Schmidt have caused this Agreement to be executed by their duly authorized representatives on the date as first written above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

	BRYCE SCHMIDT

		/s/ Bryce Schmidt
	Name:	Bryce Schmidt
		An Individual

EX-10.10 8 f8k043016ex10x_minercoinc.htm STOCK PURCHASE AGREEMENT, SCHMIDT, DATED MARCH 8, 2016

Exhibit 10.10

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2016 (the “Effective Date”), by and between Minerco, Inc., a Nevada corporation, with headquarters located at 800 Bering Drive, Suite #201, Houston, Texas 77057 (the “Company”), and Bryce Schmidt, an individual, at the address set forth on the signature page of this Agreement (the “Buyer”).

WHEREAS:

A. The Company is a publicly traded company on the Over the Counter Markets and lists common stock shares, par value $.001, under symbol of OTC: MINE (the “Common Stock”);

B. The Company and the Buyer are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded, inter alia, by Regulation 506 under Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”), and/or Section 4(2) of the 1933 Act;

C. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, 625,000 restricted shares of the Company’s Common Stock (the “Shares”);

D. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such Purchased Common Stock is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Purchase and Sale of Common Stock.

a. Purchase of Common Stock. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Shares as is set forth on the signature pages hereto.

b. Purchase Price. The Shares, purchased by Buyer and issued by the Company, will be duly authorized, fully paid and non-assessable at a price of $0.02 per share.

c. Form of Payment. The Buyer shall pay the purchase price for the Shares by wiring immediately available good funds in United States Dollars to the Company as set forth in Exhibit A.

d. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Shares to be issued and sold to it at the Closing (as defined below), and (ii) the Company shall deliver such duly issued Shares of the Company, to the Buyer, against delivery of such Purchase Price.

e. Closing Date. The date and time of the issuance and sale of the Shares pursuant to this Agreement (the “Closing Date”) shall be on or after the Effective Date (as defined above) at which time the Shares shall be issued by the Company and the Purchase Price paid by the Buyer, or such other mutually agreed upon time. The closing of the transaction contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Shares for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b. Accredited Investor Status. The Buyer is (i) an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Note;

c. Reliance on Exemptions. The Buyer understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Shares.

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Shares have not been sold, transferred or assigned to a third party will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Shares have not been sold, transferred or assigned to a third party will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Shares involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f. Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Shares has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Shares may not be transferred unless (a) the Shares are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Shares only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Shares are sold pursuant to Rule 144, or (e) the Shares are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Shares made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Shares under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Shares may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g. Legends. The Buyer understands that the Shares have not been registered under the 1933 Act and may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Shares pursuant to an exemption from registration, such as Rule 144 or Regulation S, the Company will notify the Buyer within 2 business days.

h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i. Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a. Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, 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.

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Shares and to consummate the transactions contemplated hereby and thereby and to issue the Shares, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Shares issued by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Shares) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Shares, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Issuance of Shares. The Shares are duly authorized will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

d. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Shares.

e. No Conflicts. The execution, delivery and performance of this Agreement, the Shares by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, 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, 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 (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). 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. The Company is not in violation of the listing requirements of the Over-the-Counter Markets (the “OTC”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC in the foreseeable future, nor are the Company’s securities “chilled” by DTC or FINRA. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

f. Absence of 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 officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g. Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Shares. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h. 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 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

i. Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

j. Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a “bad actor” as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

4. Certain Covenants and Acknowledgements.

a. Filings. The Company undertakes and agrees to make all necessary filings in connection with the sale of the Shares to the Buyer under any United States laws and regulations, or by any domestic securities exchange or trading market, and to provide a copy thereof to the Buyer promptly after such filing.

b. Use of Proceeds. The Company will use the proceeds from the sale of the Shares for the Company’s working capital purposes and payment of expenses associated within its business model.

5. Governing Law; Miscellaneous.

a. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

b. Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

f. Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given, (i) on the date delivered, (a) by personal delivery, or (b) if advance copy is given by fax, (ii) seven business days after deposit in the United States Postal Service by regular or certified mail, or (iii) three business days mailing by international express courier, with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days advance written notice to each of the other parties hereto.

If to the Company, to:

Minerco, Inc.

800 Bering Drive

Suite 201

Houston, Texas 77057

Attn: V. Scott Vanis, CEO

with a copy to:

Gracin & Marlow, LLP

405 Lexington Avenue, 26th Floor

New York, New York 10174

Attention: Leslie Marlow, Esq.

Facsimile: (212) 208-4657

If to the Buyer:

At the address set forth on the signature page of this Agreement.

Each party shall provide notice to the other party of any change in address.

g. 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 the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

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

k. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

[Intentionally Left Blank – Signature Page Follows}

IN WITNESS WHEREOF, this Agreement has been duly executed by the Buyer or one of its officers thereunto duly authorized as of the date set forth below.

For 625,000 shares of the Company’s Common Stock at a price of $0.02 per share, the Buyer tenders herewith the full Purchase Price of $12,500.00.

Buyer:

Bryce Schmidt		Address:	40 Carlton St, #16
Printed Name of Buyer
			Brookline, MA 02446


By:	/s/ Bryce Schmidt	Email:
(Signature of Authorized Person)


Taxpayer identification number
or social security number, as applicable

This Agreement has been accepted as of the date set forth below.

Company:

Minerco, Inc.

By:	/s/ V. Scott Vanis
	V. Scott Vanis
	Chief Executive Officer

EXHIBIT A

Minerco, Inc.

Wire Instructions

Bank:	Bank of America NA
	555 California St
	San Francisco, CA 94104

ABA:	026009593
SWIFT Code:	BOFAUS3N

Account #:	3250 3958 3590

Recipient:	Minerco, Inc.
Address:	7620 Miramar Road, Suite 4200
	San Diego, CA 92126

EX-10.11 9 f8k043016ex10xi_minercoinc.htm CONVERTIBLE PROMISSORY NOTE - SCHMIDT, DATED MARCH 8, 2016

Exhibit 10.11

CONVERTIBLE PROMISSORY NOTE

Principal Amount: U.S. $12,500.00	Dated: March 8, 2016

Purchase Price: U.S. $12,500.00	Issued: July 1, 2016

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to Bryce Schmidt, an individual, or his successors and assigns (the “Payee”), at his address of record, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Twelve Thousand Five Hundred Dollars and Zero Cents (U.S. $12,500.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $12,500.00. The entire principal amount hereunder shall be due and payable on September 8, 2016 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.

1. Purchase Price. The Maker and Payee agree the Purchase Price was delivered under a certain Stock Purchase Agreement, dated March 8, 2016, for consideration of $12,500, which was exchanged for this Note according to a certain Exchange Agreement, dated July 1, 2016 between the Maker and the Payee, attached as Exhibit A hereto.

9. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

14. Due Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker, enforceable against the Maker in accordance with its terms.

15. Governing Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.

16. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Conversion Price” shall be $0.01 per share or 50% of the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date, whichever is lower.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

EXHIBIT A

EXCHANGE AGREEMENT, DATED JULY 1, 2016

Ex-1

EXHIBIT B

LOAN SCHEDULE

Convertible Promissory Note Issued by Minerco, Inc.

Dated: ___________________

SCHEDULE

CONVERSIONS AND PAYMENTS OF PRINCIPAL

Date of Conversion	Amount of Conversion	Total Amount Due Subsequent To Conversion

Ex-2

EXHIBIT C

NOTICE OF CONVERSION

Dated: _________________

Exchange calculations: ______________________________________________

Date to Effect Conversion: ___________________________________________

Principal Amount and Interest of

Secured Convertible Note to be Converted: ______________________________

Number of shares of Common Stock to be Issued: _________________________

Applicable Conversion Price:

Signature: __________________________________________

Name:_____________________________________________

Address:____________________________________________

Ex-3

EX-10.12 10 f8k043016ex10xii_minercoinc.htm EXCHANGE AGREEMENT, MINERCO - MSF, DATED JULY 5, 2016

Exhibit 10.12

AGREEMENT TO EXCHANGE

ATHENA EQUITY for PROMISSORY NOTE

THIS EXCHANGE AGREEMENT, dated as of July 5, 2016 is entered into by and between Minerco, Inc. (the “Company”) and MSF International, Inc. (“MSF”).

WITNESSETH:

WHEREAS, the Company owns Eighty-One and Eight-Tenths percent (81.8%) of the equity of its subsidiary, Athena Brands, Inc. (“Athena”); and

WHEREAS, MSF owns Eighteen and Two-Tenths percent (18.2%) of equity of Athena;

WHEREAS, MSF is willing to exchange its Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker;

WHEREAS, the Company is willing to exchange MSF’s Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker; and

WHEREAS, the Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker and MSF as Payee is attached as Exhibit 1, hereto.

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

Exchange. MSF agrees to exchange its Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker AND the Company agrees to exchange MSF’s Eighteen and Two-Tenths percent (18.2%) equity in Athena for a Promissory Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker (hereinafter the “Exchange”).

MSF Representations, Warranties, Etc. MSF represents and warrants to, and covenants and agrees with, the Company as follows:

Due Authorization. MSF has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of MSF and is enforceable in accordance with its terms.

No Consents; No Contravention. The execution, delivery and performance by MSF of this Agreement (i) requires no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which MSF is a party.

Company Representations, Etc. The Company represents and warrants to MSF that:

Governing Law; Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, and the related agreements referred to herein, contain the entire agreement of the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or discussions.

Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Company and MSF have caused this Exchange Agreement to be executed by their duly authorized representatives on the date as first written above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

	MSF INTERNATIONAL, INC.

		/s/ Marco Mena
	Name:	Marco A. Mena
	Title	President

Exhibit A

Promissory Note

EX-10.13 11 f8k043016ex10xiii_minercoinc.htm PROMISSORY NOTE - MSF, DATED JULY 5, 2016

Exhibit 10.13

PROMISSORY NOTE

Athena Equity Exchange

Principal Amount: U.S. $350,000.00

Effective Date: July 5, 2016

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to MSF International, Inc., a Belize Corporation, or his successors and assigns (the “Payee”), at its address at 15 2nd Avenue, Buttonwood Bay, Belize City, Belize, Central America, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Three Hundred and Fifty Thousand U.S. Dollars and 00/100 Cents (U.S. $350,000.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $350,000.00. The entire principal amount hereunder shall be due and payable on January 5, 2017 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.

This Note is being issued pursuant to that certain Exchange Agreement, dated July 5, 2016, contemplating the exchange of Athena Brands, Inc. equity from the Payee to the Maker in exchange for this Note and attached hereto as Exhibit A (the “Exchange Agreement”).

1. Consideration. The Maker agrees to pay and the Payee agrees to accept the Note as contemplated in the Exchange Agreement.

2. Exchange Agreement. Attached as Exhibit A, hereto.

3. Interest Rate. Interest shall accrue on the unpaid principal amount of this Convertible Promissory Note (the “Note”) at the rate of five percent (5%) per annum from the date of the first making of the loan for such principal amount until such unpaid principal amount is paid in full. Interest hereunder shall be paid on such date as the principal amount under this Note becomes due and payable in accordance with the terms hereof and shall be computed on the basis of a 360-day year for the actual number of days elapsed.

5. Acceleration. After the Maturity Date, at the option of the Payee, all principal and other amounts owed under this Note shall become immediately due and payable without notice or demand by the Payee, and the Payee will have, in addition to its rights and remedies under this Note, full recourse against any assets of Maker, and may pursue any legal or equitable remedies that are available to it.

6. No Waiver of Payee’s Rights, etc. All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. The Maker hereby waives presentment of payment, protest, and notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.

7. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

8. Cumulative Rights and Remedies; Usury. The rights and remedies of the Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise available. If it shall be found that any interest outstanding hereunder shall violate applicable laws governing usury, the applicable rate of interest outstanding hereunder shall be reduced to the maximum permitted rate of interest under such law.

9. Collection Expenses. If this obligation is placed in the hands of an attorney for collection after default, and provided the Payee prevails on the merits in respect to its claim of default, the Maker shall pay (and shall indemnify and hold harmless the Payee from and against), all reasonable attorneys’ fees and expenses incurred by the Payee in pursuing collection of this Note.

10. Successors and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns. The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.

11. Lost or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may require the Payee to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

12. Due Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker, enforceable against the Maker in accordance with its terms.

13. Governing Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada without regard to the principles of conflicts of law thereof.

14. Severability. If any provision of this Note is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Note are not affected or impaired in any way and the Maker and Payee agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision, that achieves, to the greatest lawful extent under this Note, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be duly executed and delivered as of the date first set forth above.

	MAKER
	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name :	V. Scott Vanis
	Title:	CEO

[Signature Page for Promissory Note]

EXHIBIT A

EXCHANGE AGREEMENT

MINERCO – MSF

ATHENA EQUITY - NOTE

A-1

LOAN SCHEDULE

Promissory Note Issued by Fuse Live Events, Inc.

Dated: _________________

SCHEDULE

PAYMENTS OF PRINCIPAL & INTEREST

Date of Payment	Amount of Payment	Total Amount Due Subsequent To Payment

LS-1

EX-10.14 12 f8k043016ex10xiv_minercoinc.htm EXCHANGE AGREEMENT, MINERCO - MSF, DATED JANUARY 5, 2017

Exhibit 10.14

AGREEMENT TO EXCHANGE

Note Extension

THIS EXCHANGE AGREEMENT, dated as of January 5, 2017 is entered into by and between Minerco, Inc. (the “Company”) and MSF International, Inc. (“MSF”).

WITNESSETH:

WHEREAS, the Company entered into a Promissory Note with MSF, dated July 5, 2016, in principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) due on January 5, 2017 (the “Original Note”) attached hereto as Exhibit 1; and

WHEREAS, the Company has not made payment to MSF on the Original Note;

WHEREAS, MSF is willing to exchange the Original Note for a new Convertible Promissory Note, with convertible feature, with a new due date of July 5, 2017 with the Company as the Maker (the “New Note”);

WHEREAS, the Company is willing to exchange MSF’s Original Note for the New Note;

WHEREAS, the New Note, with original principal amount of Three Hundred and Fifty Thousand Dollars ($350,000) with the Company as the Maker and MSF as Payee is attached hereto as Exhibit 2.

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

	1.	Exchange. MSF agrees to exchange the Original Note for the New Note with new due date and convertible feature AND the Company agrees to exchange the Original Note for the New Note with new due date and convertible feature (hereinafter the “Exchange”).

	2.	MSF Representations, Warranties, Etc. MSF represents and warrants to, and covenants and agrees with, the Company as follows:

	a.	Due Authorization. MSF has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of MSF and is enforceable in accordance with its terms.

	b.	No Consents; No Contravention. The execution, delivery and performance by MSF of this Agreement (i) requires no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which MSF is a party.

Company Representations, Etc. The Company represents and warrants to MSF that:

	a.	Exchange Agreement. This Agreement and the transactions contemplated hereby, have been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors' rights generally.

	b.	Non-contravention. The execution and delivery of this Agreement by the Company, and the consummation by the Company of the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the articles of incorporation or by-laws of the Company, (ii) any indenture, mortgage, deed of trust, or other material agreement or instrument to which the Company is a party or by which it or any of its properties or assets are bound, (iii) to its knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) to its knowledge, order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its properties or assets, except such conflict, breach or default which would not have a material adverse effect on the transactions contemplated herein. The Company is not in violation of any material laws, governmental orders, rules, regulations or ordinances to which its property, real, personal, mixed, tangible or intangible, or its businesses related to such properties, are subject.

	c.	Approvals. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market is required to be obtained by the Company for the Exchange as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

Governing Law; Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, and the related agreements referred to herein, contain the entire agreement of the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or discussions.

Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Company and MSF have caused this Exchange Agreement to be executed by their duly authorized representatives on the date as first written above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

	MSF INTERNATIONAL, INC.

		/s/ Marco A. Mena
	Name:	Marco A. Mena
	Title:	President

Exhibit 1

Promissory Note (“Original Note”)

Exhibit 2

Convertible Promissory Note (“New Note”)

EX-10.15 13 f8k043016ex10xv_minercoinc.htm CONVERTIBLE PROMISSORY NOTE - MSF, DATED JULY 5, 2016

Exhibit 10.15

CONVERTIBLE PROMISSORY NOTE

Principle Amount: U.S. $350,000.00

Issue Date: July 5, 2016

Amended & Restated: January 5, 2017

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to MSF International, Inc., a Belize Corporation, or his successors and assigns (the “Payee”), at its address at 15 2nd Avenue, Buttonwood Bay, Belize City, Belize, Central America, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of Three Hundred and Fifty Thousand U.S. Dollars and 00/100 Cents (U.S. $350,000.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $350,000.00. The entire principal amount hereunder shall be due and payable on July 5, 2017 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.

1. Interest Rate. Interest shall accrue on the unpaid principal amount of this Convertible Promissory Note (the “Note”) at the rate of five percent (5%) per annum from the date of the first making of the loan for such principal amount until such unpaid principal amount is paid in full or earlier converted into shares (the “Shares”) of the Maker’s common stock (the “Common Stock”) in accordance with the terms hereof. Interest hereunder shall be paid on such date as the principal amount under this Note becomes due and payable or is converted in accordance with the terms hereof and shall be computed on the basis of a 360-day year for the actual number of days elapsed.

2. Conversion of Principal and Interest. Subject to the terms and conditions hereof, the Payee, at its sole option, may deliver to the Maker a notice in the form attached hereto as Exhibit A (a “Conversion Notice”) and an updated Loan Schedule, at any time and from time to time after the date hereof and prior to the payment of the principal amount and all accrued interest thereon (the date of the delivery of a Conversion Notice shall be referred to herein as a “Conversion Date”), to convert all or any portion of the outstanding principal amount of this Note plus accrued and unpaid interest thereon, for a number of Shares equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of this Note plus the accrued and unpaid interest thereon being converted by the Conversion Price (as defined in Section 15). Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid interest thereunder in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Notice and the Loan Schedule.

3. Certain Conversion Limitations. The Payee may not convert an outstanding principal amount of this Note or accrued and unpaid interest thereon to the extent such conversion would result in the Payee, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act (as defined in Section 15) and the rules promulgated thereunder) in excess of 9.999% of the then issued and outstanding shares of Common Stock. Since the Payee will not be obligated to report to the Maker the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the beneficial ownership in excess of 9.999% of the then outstanding shares of Common Stock (inclusive of any other shares which may be beneficially owned by the Payee or an affiliate thereof), the Payee shall have the authority and obligation to determine whether and the extent to which the restriction contained in this Section will limit any particular conversion hereunder. The Payee may waive the provisions of this Section upon not less than 75 days prior notice to the Maker.

4. Deliveries. Not later than five (5) Trading Days (as defined in Section 15) after any Conversion Date, the Maker will deliver to the Payee (i) a certificate or certificates representing the number of Shares being acquired upon the conversion of the principal amount of this Note and any interest accrued thereunder being converted pursuant to the Conversion Notice (subject to the limitations set forth in Section 3 hereof), and (ii) an endorsement by the Maker of the Loan Schedule acknowledging the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted (an “Endorsement”). The Maker’s delivery to the Payee of stocks certificates in accordance clause (i) above shall be Maker’s conclusive endorsement of the remaining outstanding principal amount of this Note plus all accrued and unpaid interest thereon not converted as set forth in the Loan Schedule.

5. Prepayment Right. The Maker shall have the right to prepay all or a portion of the outstanding principal amount of this Note plus all accrued and unpaid interest thereon.

6. No Adjustments. If the Maker, at any time while any portion of the principal amount due under this Note is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, (b) subdivide outstanding shares of Common Stock into a larger number of shares, (c) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of the Common Stock any shares of capital stock of the Maker, then the Conversion Price (as defined in Section 15) shall not be adjusted.

7. No Waiver of Payee’s Rights, etc. All payments of principal and interest shall be made without setoff, deduction or counterclaim. No delay or failure on the part of the Payee in exercising any of its options, powers or rights, nor any partial or single exercise of its options, powers or rights shall constitute a waiver thereof or of any other option, power or right, and no waiver on the part of the Payee of any of its options, powers or rights shall constitute a waiver of any other option, power or right. The Maker hereby waives presentment of payment, protest, and notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note. Acceptance by the Payee of less than the full amount due and payable hereunder shall in no way limit the right of the Payee to require full payment of all sums due and payable hereunder in accordance with the terms hereof.

8. Modifications. No term or provision contained herein may be modified, amended or waived except by written agreement or consent signed by the party to be bound thereby.

9. Cumulative Rights and Remedies; Usury. The rights and remedies of the Payee expressed herein are cumulative and not exclusive of any rights and remedies otherwise available. If it shall be found that any interest outstanding hereunder shall violate applicable laws governing usury, the applicable rate of interest outstanding hereunder shall be reduced to the maximum permitted rate of interest under such law.

10. Collection Expenses. If this obligation is placed in the hands of an attorney for collection after default, and provided the Payee prevails on the merits in respect to its claim of default, the Maker shall pay (and shall indemnify and hold harmless the Payee from and against), all reasonable attorneys’ fees and expenses incurred by the Payee in pursuing collection of this Note.

11. Successors and Assigns. This Note shall be binding upon the Maker and its successors and shall inure to the benefit of the Payee and its successors and assigns. The term “Payee” as used herein, shall also include any endorsee, assignee or other holder of this Note.

12. Lost or Stolen Promissory Note. If this Note is lost, stolen, mutilated or otherwise destroyed, the Maker shall execute and deliver to the Payee a new promissory note containing the same terms, and in the same form, as this Note. In such event, the Maker may require the Payee to deliver to the Maker an affidavit of lost instrument and customary indemnity in respect thereof as a condition to the delivery of any such new promissory note.

13. Due Authorization. This Note has been duly authorized, executed and delivered by the Maker and is the legal obligation of the Maker, enforceable against the Maker in accordance with its terms.

14. Governing Law. This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas without regard to the principles of conflicts of law thereof.

15. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Conversion Price” shall be 50% of the lowest Per Share Market Value of the five (5) Trading Days immediately preceding a Conversion Date or $0.0005 per share, whichever is lowest.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Trading Day” means (a) a day on which the shares of Common Stock are traded on such Subsequent Market on which the shares of Common Stock are then listed or quoted, or (b) if the shares of Common Stock are not listed on a Subsequent Market, a day on which the shares of Common Stock are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (c) if the shares of Common Stock are not quoted on the OTC Bulletin Board, a day on which the shares of Common Stock are quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices); provided, however, that in the event that the shares of Common Stock are not listed or quoted as set forth in (a), (b) and (c) hereof, then Trading Day shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of Texas or State of New York are authorized or required by law or other government action to close.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Maker has caused this Convertible Promissory Note to be duly executed and delivered as of the date first set forth above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

(Signature Page of Convertible Promissory Note)

EXHIBIT A

NOTICE OF CONVERSION

Dated: _________________

The undersigned hereby elects to convert the principal amount and interest indicated below of the attached Convertible Promissory Note into shares of common stock (the “Common Stock”), of Minerco Resources Inc., according to the conditions hereof, as of the date written below. No fee will be charged to the holder for any conversion.

Exchange calculations: ______________________________________________

Date to Effect Conversion: ___________________________________________

Principal Amount and Interest of

Secured Convertible Note to be Converted: ______________________________

Number of shares of Common Stock to be Issued: _________________________

Applicable Conversion Price:

Signature: __________________________________________

Name:_____________________________________________

Address:____________________________________________

A-1

EXHIBIT B

LOAN SCHEDULE

Convertible Promissory Note Issued by Minerco Inc.

Dated: ___________________

SCHEDULE

CONVERSIONS AND PAYMENTS OF PRINCIPAL

Date of Conversion	Amount of Conversion	Total Amount Due Subsequent To Conversion

B-1

EX-10.16 14 f8k043016ex10xvi_minercoinc.htm EXCHANGE AGREEMENT, MINERCO - RIOS, DATED FEBRUARY 1, 2017

Exhibit 10.16

AGREEMENT TO EXCHANGE

Note Extension

THIS EXCHANGE AGREEMENT, dated as of February 1, 2017 is entered into by and between Minerco, Inc. (the “Company”) and Blanca A. Rios. (“Rios”).

WITNESSETH:

WHEREAS, the Company entered into a Convertible Promissory Note with V. Scott Vanis (“Vanis”), an Officer and Director of the Company, dated April 30, 2016, in the principal amount of Four Hundred and Seven Thousand Six Hundred Sixty-One U.S. Dollars and 29/100 Cents (US$ 407,661.29) (the “Vanis Note”);

WHEREAS, Vanis partially assigned the Vanis Note to Rios, according to the terms and conditions of a certain Assignment Agreement, dated August 15, 2016, in principal amount of One Hundred Thousand U.S. Dollars and 00/100 Cents (U.S. $100,000.00) due on November 1, 2016 (the “Original Note”) attached hereto as Exhibit 1;

WHEREAS, the Company has not made payment to Rios on the Original Note;

WHEREAS, Rios is willing to exchange the Original Note for a new Convertible Promissory Note, with a new due date of June 1, 2017 with the Company as the Maker (the “New Note”);

WHEREAS, the Company is willing to exchange Rios’ Original Note for the New Note;

WHEREAS, the New Note, with original principal amount of One Hundred Thousand U.S. Dollars and 00/100 Cents (U.S. $100,000.00) with the Company as the Maker and Rios as Payee is attached hereto as Exhibit 2.

NOW, THEREFORE, in consideration for the foregoing, the parties hereto agree as follows:

Exchange. Rios agrees to exchange the Original Note for the New Note with new due date and convertible feature AND the Company agrees to exchange the Original Note for the New Note with new due date and convertible feature (hereinafter the “Exchange”).

RIOS Representations, Warranties, Etc. Rios represents and warrants to, and covenants and agrees with, the Company as follows:

Due Authorization. Rios has all requisite legal capacity to execute, deliver and perform this Agreement and the transactions hereby contemplated. This Agreement constitutes a valid and binding agreement on the part of Rios and is enforceable in accordance with its terms.

No Consents; No Contravention. The execution, delivery and performance by Rios of this Agreement (i) requires no authorization, registration, consent, approval or action by or in respect of, or filings with, any governmental body, agency or official or other person (including but not limited to the Securities and Exchange Commission), and (ii) do not contravene, conflict with, result in a breach of or constitute a default under any material provision of applicable law or regulation, or of any material agreement to which Rios is a party.

Company Representations, Etc. The Company represents and warrants to Rios that:

Governing Law; Miscellaneous. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement. This Agreement, and the related agreements referred to herein, contain the entire agreement of the parties with respect to the subject matter hereto, superseding all prior agreements, understandings or discussions.

Successors And Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

[Intentionally Left Blank – Signature Page Follows]

IN WITNESS WHEREOF, the Company and RIOS have caused this Exchange Agreement to be executed by their duly authorized representatives on the date as first written above.

	MINERCO, INC.

	By:	/s/ V. Scott Vanis
	Name:	V. Scott Vanis
	Title:	Chief Executive Officer

	BLANCA A. RIOS

		/s/ Blanca Rios
	Name:	Blanca A. Rios
		An individual

Exhibit 1

Convertible Promissory Note (“Original Note”)

Exhibit 2

Convertible Promissory Note (“New Note”)

EX-10.17 15 f8k043016ex10xvii_minercoinc.htm CONVERTIBLE PROMISSORY NOTE - RIOS, DATED APRIL 30, 2016

Exhibit 10.17

CONVERTIBLE PROMISSORY NOTE

Principle Amount: U.S. $100,000.00

Amended and Restated: February 1, 2017

Assignment Date: August 15, 2016

Originally Dated: April 30, 2016

WHEREAS, MINERCO, INC. desires to amend and restate a portion of an existing promissory note originally issued to V. Scott Vanis on April 30, 2016, which has been assigned in the outstanding principal amount of $100,000.00 from V. Scott Vanis to Blanca A. Rios pursuant to the terms of the Assignment Agreement, dated August 15, 2016, and furthermore pursuant to the terms of the Exchange Agreement, dated February 1, 2017, to read as follows:

FOR VALUE RECEIVED, Minerco, Inc., a Nevada corporation (the “Maker”), hereby promises to pay to Blanca A. Rios, an individual, or his successors and assigns (the “Payee”), at address of record, or to such other address as Payee shall provide in writing to the Maker for such purpose, a principal sum of One Hundred Thousand U.S. Dollars and 00/100 Cents (U.S. $100,000.00). The aggregate principal amount outstanding under this Note will be conclusively evidenced by the schedule annexed as Exhibit B hereto (the “Loan Schedule”), up to a maximum principal amount of U.S $100,000.00. The entire principal amount hereunder shall be due and payable on June 1, 2017 (the “Maturity Date”), or on such earlier date as such principal amount may earlier become due and payable pursuant to the terms hereof.