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OTHER EVENTS
6 Months Ended
Jan. 31, 2021
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

NOTE 11 – OTHER EVENTS


On November 7, 2019, an LOI (“LOI”) was signed by Sarkis Sarkissian , a holder of notes,  and Serge Mersillian, then President of the Company, to sell and/or transfer all outstanding convertible promissory notes then held by Mr. Sarkissian and the Series E Preferred Stock (“Series E”) held by The CH Mornas Foundation (“Mormas”) to Mid Atlantic Capital Associates, Inc. (“MACA”), in exchange for payment of $250,000.00. By Letter Agreement dated December 7, 2020 (the “12/7/20 Agreement”), the LOI was replaced in full. The 12/7/20 Agreement provides that (i) the Company would assign a new note of the Company, of which $399,832 is principal and interest of $173,400 (the “Note”) to MACA; (ii) the Company will cancel certain preferred stock of the Company; (iii) that the Company would issue 550,000 restricted shares of common stock of the Company, valued at $275,000; (iv) the issuance of a convertible note for $40,753 to MACA in repayment of expenses paid by MACA (the “Expense Note”), and (v) the issuance of 500,000 shares of newly designated Series F Preferred Stock of the Company (the “Series F Stock) to MACA. Subsequently to the execution of the 12/7/20 Agreement, the Company and MACA amended some of the terms of the 12/7/20 Agreement by oral agreement. Pursuant to such agreements, on December 9, 2020, the Company filed Certificates of Withdrawal with the Secretary of State of the State of Delaware to withdraw the Certificates of Designation for the Company’s Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, as no shares of any such series of preferred stock remained outstanding. On December 10, 2020, the Company designated 1,000,000 shares of its preferred stock as the Series F Convertible Preferred Stock (the “Series F Stock”). Each share of the Series F Stock is convertible into 200 shares of common stock, subject to customary adjustments for stock splits, etc., and has a number of votes equal to the number of shares of common stock into which it is convertible, voting with the common stock together as one class, which currently results in all 1,000,000 shares of Series F Stock having 200 million votes. On December 11, 2020, all 1,000,000 shares of Series F Stock were issued and sold to MACA for total consideration of $100. Following this sale, MACA has the ability, through its ownership of Series F Stock, to elect directors of its choosing and thus is able to control the direction of the Company. The Series F Stock also participates in distributions with the common stock on an as-converted basis. The shares of common stock as referenced in clause (iii) above were issued to Daniel Belanger as representative of certain current and prior shareholders, and the Note and the Expense Note were assigned or issued, as applicable as described above. In connection with these transactions, but prior to their full consummation, on February 21, 2020, Mikael Lundgren became the sole officer and director of the Company. 


The final transaction was consummated via the 12/7/20 Agreement, and executed by Daniel Belanger on behalf of Mr. Sarkissian. MACA and the Company believed at that time that Mr. Belanger had actual and apparent authority to execute the document on behalf of the transferor.  MACA paid the $250,000, as agreed and upon belief such funds were distributed to the beneficial note holders and owner of the Series E.


Through due diligence the Company and MACA believe that CH Mornas was the owner of the Series E, that CH Mornas had been dissolved and that its assets had effectively been abandoned. Accordingly, the Certificate of Determination for the Series E was withdrawn in the State of Delaware.   


Recently, Mr. Sarkissian and his lawyer, who is also the former attorney for the Company, contacted the Company and raised a claim that the notes and/or Series E were not properly transferred by the 12/7/20 Agreement and that Mr. Belanger lacked authority to sign such agreement.  No formal claim has been raised and if raised the Company and MACA believe, in light of all facts and circumstances, that it would be unfounded.  Moreover, if a formal claim is raised, the Company and MACA will address the matter through the appropriate courts of competent jurisdiction.  


To protect investors and shareholders, the Company intends to contact Mr. Sarkissian’s trustee in bankruptcy as Mr. Sarkissian did not list either the convertible notes or the Series E as assets in such proceedings. The Trustee may try to get involved with any assets determined to be owned by Mr. Sarkissian. In addition, the attorney representing Mr. Sarkissian is the Company’s former counsel and we intend to raise the issue of conflict.