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Note 16 - Subsequent Events
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Subsequent Events [Text Block]
NOTE
16
SUBSEQUENT EVENTS
 
On
April 2, 2021,
the Board of Directors of the Company adopted the
2021
Equity Compensation Plan (the
“2021
Plan”) providing for the granting of options to purchase shares of common stock, restricted stock awards and other stock-based awards to directors, officers, employees, advisors and consultants of the Company and reserved
20,000,000
shares of the Company's common stock for issuance under the
2021
Plan.
 
On
April 2, 2021,
the Board of Directors appointed Ameen Ferris and Harold Aubrey De Lavenu to serve as Vice Presidents of the Company. Under the associated Executive Employment Agreements, they will each receive compensation in the form of a base annual salary of
$31,200
.
In addition, Ameen Ferris was granted
1,000,000
and Harold Aubrey De Lavenu was granted
1,041,250
restricted shares, subject to applicable securities laws and regulations, as set forth in the Restricted Stock Agreement, of the Company's common stock. Such shares vested immediately. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
On
April 2, 2021,
the Company entered into an RSA (the “Boswell RSA”) with Richard Boswell. Pursuant to the Boswell RSA, the Company granted Mr. Boswell
2,185,679
restricted shares of the Company's common stock under the
2021
Plan to vest immediately on the grant date. The shares issued are restricted shares that are subject to applicable securities laws and regulations. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
On
April 2, 2021,
the Company entered into an RSA (the “Chaaban RSA”) with Bahige Chaaban. Pursuant to the Chaaban RSA, the Company granted Mr. Chaaban
3,106,122
restricted shares of the Company's common stock under the
2021
Plan to vest immediately on the grant date. The shares issued are restricted shares that are subject to applicable securities laws and regulations. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
On
April 2, 2021,
the Company entered into an RSA (the “Payne RSA”) with Brian Payne. Pursuant to the Payne RSA, the Company granted Mr. Payne
1,435,000
restricted shares of the Company's common stock under the
2021
Plan to vest immediately on the grant date. The shares issued are restricted shares that are subject to applicable securities laws and regulations. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
On
April 2, 2021,
the Company entered into an RSA (the “Saadikh RSA”) with Usamakh Saadikh. Pursuant to the Saadikh RSA, the Company granted Mr. Saadikh
1,000,000
restricted shares of the Company's common stock under the
2021
Plan to vest immediately on the grant date. The shares issued are restricted shares that are subject to applicable securities laws and regulations. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
On
April 2, 2021,
the Company entered into an RSA (the “Strilchuck RSA”) with Donald Strilchuck. Pursuant to the Strilchuck RSA, the Company granted Mr. Strilchuck
341,250
restricted shares of the Company's common stock under the
2021
Plan to vest immediately on the grant date. 
The shares issued are restricted shares that are subject to applicable securities laws and regulations. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
On
April 2, 2021,
the Company entered into an RSA (the “Tarrabain RSA”) with Alex Tarrabain. Pursuant to the Tarrabain RSA, the Company granted Mr. Tarrabain
300,000
restricted shares of the Company's common stock under the
2021
Plan to vest immediately on the grant date. The shares issued are restricted shares that are subject to applicable securities laws and regulations. The expense related to the restricted stock awarded to employees for services previously rendered was recognized on the grant date.
 
The shares issued pursuant to the RSAs are restricted shares and are subject to applicable securities laws and regulations as set forth in the RSAs.
 
On
April 2, 2021,
a consulting agreement with CONFIEN SAS for business coaching was entered into for a period of
12
months. As payment for these services,
650,000
restricted shares, subject to applicable securities laws and regulations as set forth in the Restricted Stack Agreement, of the Company's common stock were granted. Such shares vested immediately. The expense related to the restricted stock awarded to non-employees for services previously rendered was recognized on the grant date.
 
In
April
of
2021,
the Company's common stock began to be quoted on the OTC Link alternative trading system (operated by OTC Markets Group Inc.) under the trading symbol “CENBF” on the OTC Pink tier. There is
no
assurance that an active trading market for our shares will develop or will be sustained if developed.
 
On
April 19, 2021,
the Board appointed Mr. Bahige (Bill) Chaaban to serve as Chief Executive Officer of the Company effective
April 19, 2021.
On the same date, the Board appointed Mr. Joseph Byrne to serve as President and a member of the Board of the Company effective
April 19, 2021.
On the same, date, the Board appointed Mr. Rick Purdy to serve as a member of the Board of the Company effective
April 19, 2021.
On the same date, the Board appointed Mr. Jeffrey Thomas to serve as a member of the Board of the Company effective
April 19, 2021.
 
On
April 20, 2021,
the Company entered into a Share Exchange Agreement (the “Agreement”) with Clear Com Media Inc., an Ontario, Canada corporation (“CCM”), each of the shareholders of CCM as set forth on the signature pages of the Agreement (the “CCM Shareholders”) and Lawrence Lehoux as the Representative of the CCM Shareholders (the “Shareholders' Representative”, each of CCM and the CCM Shareholders
may
be referred to collectively herein as the “CCM Parties”). Pursuant to the Agreement, the Company agreed to acquire from the CCM Shareholders, all of the common shares of CCM, which is
10,000
shares of CCM common shares (the “CCM Stock”) held by the CCM Shareholders in exchange (the “Exchange”) for the issuance by the Company to the CCM Shareholders of
4,000,000
restricted shares, subject to applicable securities laws and regulations of the Company's common stock,
no
stated par value per share (the “Company Common Stock”). At the closing (the “Closing”) of the Agreement, pursuant to the Exchange, the CCM Shareholders will deliver the CCM Stock to the Company and the Company will deliver the Company Common Stock to CCM, and CCM will become a wholly owned subsidiary of the Company. The Closing is planned to occur within
two
days of the satisfaction or waiver of all closing conditions under the Agreement. The completion of the Exchange is subject to certain customary closing conditions, including, but
not
limited to, that CCM will have provided to the Company CCM's and its subsidiaries, audited and unaudited financial statements as required to be included in the Company's filings with the Securities and Exchange Commission. Another closing condition is that the Company will have completed its due diligence investigation of CCM to the Company's satisfaction in its sole discretion.
 
From
April 23, 2021
to
May 9, 2021,
the Company authorized the issuance of
1,682,317
shares of its common stock upon conversion of the principal amount due under
89
notes, to
41
persons.  The aggregate principal amount of the notes prior to conversion was
$2,691,706.
 
 
Since
March 31, 2021
the Company issued
two
new convertible notes totaling
$77,830
with conversion rights of
48,644
shares of the Company common stock.
 
At both
March 31, 2021
and
December 31, 2020,
the Company had an outstanding loan agreement with Emergence Global, and advanced funds of
$17,901
.
At the time the loan was made, Joseph Byrne, the CEO of Emergence Global was
not
an officer or director of the company. He was at that time a
5%
shareholder and former CEO of the Company. He was then appointed as the President and a director of the Company on
April 19, 2021.
Additionally, our CEO, Bill Chaaban was appointed as the President of Emergence Global on
April 12, 2021.
In light of Section
402
of the Sarbanes-Oxley Act of
2002,
as of
May 6, 2021,
the loan to Emergence Global has been repaid in full, through the issuance to the Company of shares of Emergence Global Enterprises Inc. common stock, and is
no
longer outstanding. The Company and Emergence Global entered into that certain Loan Repayment Agreement dated as of
May 6, 2021,
pursuant to which Emergence Global agreed to repay to the Company
$17,901,
representing the total amount outstanding under the loan agreement, by issuing
21,830
shares of Emergence Global common stock,
$0.82
par value per share. Such shares were issued to the Company on
May 6, 2021.