Item 1.01. Entry into a Material Definitive Agreement
I. OnJune 1, 2014, the Company entered into an Agreement for Chairman of
Financial Advisory Board ("CFAB" or "Chairman") with Revolution Investment
Management'sRobert M. Cohen. Based in New York, Mr. Cohen will work alongside
the Company's corporate headquarters in Scottsdale Arizona and will be
responsible for overseeing operations in finance, which will include assisting
CAPEX growth planning for current and future business projects and development
support. With 32 years in the investment industry, Mr. Cohen was Founder and
President of Robert M. Cohen and Co. Inc., a full service brokerage firm
specializing in investment banking, research and market making for over 15 years
with offices in Great Neck, NY and Greenwich, CT. He graduated Cum Laude with a
BA in Economics from SUNY Albany.
The material terms of the Agreement with the Company and Mr. Cohen include:
i) Advisory Fee. The Company shall pay the CFAB a fee at the rate of Sixty
Thousand Dollars ($60,000.00) for six months, which shall be paid from the
Company's resources; either from corporate revenue or capital raises. The
Company and CFAB unilaterally agree that out of each tranche of invested capital
a portion will go towards this fee.
ii) Additional Compensation. For services rendered under this Agreement, the
Company will issue a 12 month 6% Convertible Debenture in favor of the Chairman
and/or his company for seventy fifty ($75,000.00) thousand dollars which the
Chairman will not convert out of until he is no longer holds this position. In
the event of (i) a merger, change in control or sale of the Company or Chairman
either is terminated as a board member or is not asked to remain on as Chairman,
where Chairman has not engaged in conduct during his tenure on the financial
advisory board which would constitute "cause" for such termination, as
determined by a majority vote of the disinterested board member shall remain the
property of the Chairman or his company with all rights and privileges thereto.
"Cause" means a determination by the by the majority of the disinterested board
members that the Chairman has been engaged in any of the following" (i)
malfeasance in office; (ii) gross misconduct or neglect; (iii) false or
fraudulent misrepresentation; (iv) willful conversion of corporate funds; (v)
material breach of an obligation to make full disclosure; (vi) gross
incompetence; (viii) gross inefficiency; (ix) acts of moral turpitude; (x)
repeated failure to participate (either by telephone or electronically through
an internet based service such as Skype) to participate in board meetings on a
regular basis despite having received proper notice of the meetings at least 48
hours in advance thereof. The removal of the Chairman as Chairman, by itself,
shall not affect the rights and privileges of the holder of the debenture. The
Chairman or his companies are subject to the rights and privileges afforded to
them by the debenture documentation.
iii) Extensions. The Agreement may be extended by additional six (6) month
periods for the same compensation as outlined in sections (a) and (b) above.
Chairman may from time to time during his tenure be granted or awarded
additional compensation. Such compensation will be determined by the company's
The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act") for the private placement of
these securities pursuant to Section 4(2) of the Act and/or Rule 506 of
Regulation D promulgated thereunder since, among other things, the transaction
does not involve a public offering, the Investor is an "accredited investor"
and/or qualified institutional buyer, the Investor has access to information
about the Company and its investment, the Investor will take the securities for
investment and not resale, and the Company is taking appropriate measures to
restrict the transfer of the securities.
ITEM 9.01 Financial Statements and Exhibits.
10.01 Agreement for Chairman of Financial Advisory Board Dated June 1, 2014