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Note 16 - Subsequent Event
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
Note 16 – Subsequent Event

NOTE 16 – SUBSEQUENT EVENTS

 

On February 6, 2018, the Company entered into an Equity Financing Agreement (“Financing Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, through puts made from time to time by the Company, up to $2,000,000 worth of the shares (“Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”).  In accordance with the terms of the Financing Agreement and the Registration Rights Agreement dated February 6, 2018 between the Company and GHS (“Registration Agreement”), the Company is required to register the Shares on Form S-1 with the Securities and Exchange Commission (“SEC”) as a condition precedent to GHS’s obligation to close on the purchase of the Shares.

 

On February 14, 2018, the Company formed Elevated Eduction, Inc. (“Elevated”) as a wholly owned subsidiary.  The Company was incorporated in Delaware.  On February 19, 2018, the Company entered into an Asset Purchase Agreement (“Purchase Agreement”) with Elevated Portfolio Holdings, LLC (“Elevated Portfolio”), whereby Elevated agreed to purchase the assets of Elevated Portfolio for 2,000,000 shares of the Company’s common stock, par value $0.0001 per share. The shares were valued at $2,700,000 based on the market price of $1.35 per share on February 19, 2018. Elevated Portfolio offers medically focused education modules to health professionals about the use of cannabis for health and wellness.  The Purchase Agreement was closed on March 2, 2018.  As a result, the Company is able to use the acquired intellectual property assets to continue its consulting business and provide key educational products as part of its service offering.

 

On March 5, 2018, the Company issued 1,000,000 shares to Mark Mersman, CEO and 1,000,000 shares to Scott Cox, President, as a result of the exercise of some of their stock options.  The options had an exercise price of $0.01 per share.  The Company also issued 301,250 shares in a private placement to five individuals at $0.40 per share.