Form 10-12G 808 RENEWABLE ENERGY

July 20, 2021 5:35 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

 

808 RENEWABLE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada

 

80-0651522

(State or other jurisdiction
of incorporation)

 

(IRS Employer
Identification No.)

 

 

 

850 Tidewater Shores Loop, Suite 402

Bradenton, Florida

 

34208

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(631) 397-1111

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

 

Common Stock, $0.00001 par value

 

 

(Title of Class)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

Non-accelerated filer

Accelerated filer

Smaller reporting company

 

 

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. ☐

 

 

 

    

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

 

EXPLANATORY NOTE

 

ii

FORWARD-LOOKING STATEMENTS

 

ii

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

 

iii

Item 1.

Business.

 

1

 

Item 1A.

Risk Factors.

 

7

 

Item 2.

Financial Information.

 

15

 

Item 3.

Properties.

 

20

 

Item 4.

Security Ownership of Certain Beneficial Owners and Management.

 

21

 

Item 5.

Directors and Executive Officers.

 

22

 

Item 6.

Executive Compensation.

 

26

 

Item 7.

Certain Relationships and Related Transactions, and Director Independence.

 

27

 

Item 8.

Legal Proceedings.

 

28

 

Item 9.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

28

 

Item 10.

Recent Sales of Unregistered Securities.

 

29

 

Item 11.

Description of Registrant’s Securities to be Registered.

 

29

 

Item 12.

Indemnification of Directors and Officers.

 

30

 

Item 13.

Financial Statements and Supplementary Data.

 

30

 

Item 14.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

30

 

Item 15.

Financial Statements and Exhibits.

 

31

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

F-1

BALANCE SHEET

 

F-2

STATEMENTS OF OPERATIONS

 

F-3

STATEMENT OF STOCKHOLDERS’ EQUITY

 

F-4

STATEMENT OF CASH FLOWS

 

F-5

NOTES TO FINANCIAL STATEMENTS

 

F-6 - F-13

SIGNATURES

 

32

EXHIBIT INDEX

 

33

  

 
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 EXPLANATORY NOTE

 

808 Renewable Energy Corporation is filing this General Form for Registration of Securities on Form 10, which we refer to as the Registration Statement, to register its common stock, par value $0.00001 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Unless otherwise mentioned or unless the context requires otherwise, when used in this Registration Statement, the terms “808,” “Company,” “we,” “us,” and “our” refer to 808 Renewable Energy Corporation

 

FORWARD-LOOKING STATEMENTS

 

This Registration Statement contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Registration Statement, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

 

Forward-looking statements may include, without limitation, statements regarding the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), and the assumptions underlying or relating to any such statement.

 

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important cautionary statements in this Registration Statement, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

 

You should read this Registration Statement and the documents that we have filed as exhibits to this Registration Statement with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Registration Statement are made as of the date of this Registration Statement, and we do not assume any obligation to update any forward-looking statements except as required by applicable law. 

  

 
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Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements to reflect any new information or future events or circumstances or otherwise, except as required by law. Readers should read this in conjunction with the discussion under the caption “Risk Factors,” our financial statements and the related notes thereto, and other documents which we may file from time to time with the SEC.

 

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

 

When this Registration Statement becomes effective, we will begin to file reports, proxy statements, information statements and other information with the United States Securities and Exchange Commission, or SEC. You may read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval services, and at the website maintained by the SEC at http://www.sec.gov.

 

Information contained on the website does not constitute part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference. When this Registration Statement is effective, we will make available, through a link to the SEC’s website, electronic copies of the materials we file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, the Section 16 reports filed by our executive officers, directors and 10% stockholders and amendments to those reports.

 

 
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Item 1. Business.

 

Overview

 

808 Renewable Energy Corporation (hereinafter the “Company”, “Our”, “We” or “Us”) is a general aviation and electric vehicle manufacturer and distributor, and our current product lines are AR-1 gyrocopter and electric reverse-trike vehicles, under the name Silverlight Aviation, LLC and Silverlight Electric Vehicles.

 

Background

 

The Company was originally organized under the laws of the State of Nevada in May 2009 under the name Tri-Energy Corporation. In August 2010 the Company changed its name to 808 Renewable Energy Corporation. In October 2018 the Company changed its name to Cool Events, Inc. and then back to 808 Renewable Energy Corporation in September 2019.

 

On March 15, 2021, the Company acquired fifty-five percent (55%) of the membership interest in SilverLight Aviation, LLC, a Florida limited liability company in the business of manufacturing and selling gyroplane kits to the general public throughout the United States.

 

On May 3, 2021 the Company entered into an Asset Purchase Agreement to acquire certain assets in the Trike field from Atelier de Motelage RB, Inc. in exchange for an aggregate of One Hundred Ninety Five Thousand ($195,000) Dollars.

 

In May 2021 the Company formed Silverlight Electric Vehicle Inc. as a sales arm for the Trike Division. The Company owns Fifty One Percent (51%) of Silverlight Electric Vehicle Inc. and Remy Breton owns Forty Nine Percent (49%).

 

Our principal executive offices are located at 850 Tidewater Shores Loop, Suite 402, Bradenton, Florida 34208, and our telephone number is (631) 397-1111.

  

 
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Business

 

The Company, through its subsidiaries, SilverLight Aviation, LLC and Silverlight Electric Vehicle Inc. is actively engaged in the design, development, manufacturing, distribution and marketing of reverse trikes and gyrocopters. We operate in two divisions, Aviation and Reverse Trike. We maintain a website at www.silverlightaviation.com for the Aviation Division and www.silverlightev.com (website is under construction) for the Reverse Trike Division. We are commencing our efforts to expand operations of the business and establish a global network of distributors and dealers. We have recently received an order from Taiwan for two AR-1 gyrocopters along with an option for 20 more.

 

Aviation Division

 

 

The Company is one of the only two gyrocopter manufacturers in the U.S. under the name of SilverLight Aviation, and is manufacturing a two-seat gyrocopter “AR-1” (American Ranger 1). A gyrocopter looks like a small helicopter but the main difference is there is no engine turning the main rotor. The rotor simply self-propelled (which we call “auto-rotate”) due to the way that the air flows through them. It also does not have a tail rotor. As the engine is not connected to the rotors, this means that a Gyrocopter is not seriously affected if the engine should stop in flight. This, together with a very short landing roll (we can land in a very small open space, about the size of a putting green). Today, Gyrocopters are one to three seat aeroplanes whose maximum take-off weight does not exceed 560 kgs.

 

The Company is also in the process of designing a brand-new Side-by-Side four-seater VTOL (vertical take-off & landing) model, it is scheduled to be completed within the next two years and certified under the FAA Experimental Type Certificate program.

 

 
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(AR-1) American Ranger 1 Gyroplane

 

The AR-1 is a modern gyroplane manufactured in the United States in our 12,000 square foot factory located in the greater Tampa Bay area of central Florida. We also offer buyers assistance at our facility. The AR-1 combines eye-catching design elements and style, balanced with ever-important safety features and performance. The AR-1 cuts through turbulence and high wind, for smooth and comfortable flying. With speeds ranging as high as 110 mph or as slow as 25 mph, you can enjoy a cross-country adventure or sight-see around your environment at a leisurely pace, while in complete control.

 

Performance

 

Unlike a helicopter, a gyroplane’s rotor blades are not connected to the engine, except during pre-rotation just before takeoff. The rotor blades auto-rotate by way of being loaded and traveling through air. Thus, a gyroplane does not need the engine to be in control in order to fly. Instead, the engine keeps the gyroplane moving forward, without losing altitude. In the event of an engine failure, the gyroplane will simply start to lose altitude and can land with almost zero roll – meaning it can touch down gently and then safely come to a stop. It needs a relatively small space (300 to 600 feet) to break ground on takeoff.

 

Gyroplane Stowing & Hauling

 

Gyroplanes are compact aircraft that can easily be stowed in a relatively small space, in a hangar or garage. Gyroplanes take up much less space than any aircraft with wings, and can be easily transported in a trailer.

 

Enclosure Options

 

The AR-1 gyroplane has a convertible option (AR-1C), with the choice of being fully-enclosed or having two windshields. This is a unique option, in its class and price range, giving the option to fly with a semi-open cockpit with windshields or with a fully-enclosed canopy with cabin heat for winter months. The enclosed canopy can also be ordered and installed at a later point by the factory or service station.

 

Engineering

 

Our rotor system is the venerable high-inertia Stella rotor system, which is an aluminum alloy rotor. The carriage is built on a high-strength welded stainless-steel frame, with a fiberglass composite streamlined fairing, with an effective tail for excellent stability and control. The AR-1’s controls are easily accessible and made primarily of metal tubes not push-pull control cables. The main landing gear is 7075-T6 aluminum leaf spring which supplies a slower spring back rate than composite leaf gear found in many production machines. Landing gear is covered by lift generating composite fairings. Hydraulic disc brakes are installed on both main wheels, with wheel pants.

  

 
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Additionally, the AR-1 is available powered by field-proven industry standard Rotax aircraft four-stroke power plants. It comes with a choice of either Rotax 912ULS (dual carbs) or 912iS (fuel injected) 100 HP engine or the turbocharged Rotax 914UL 115HP engine for better performance and operation at higher altitudes or the latest technology in Rotax aircraft engine line, Rotax 915iS, with fuel injected turbo charged 141 HP that can really kick things up.

 

Flight Dynamics

 

The AR-1’s gyro establishes new norms in modern pusher-style gyroplanes. The AR-1 has little coupling between power and yaw, and power and pitch. The AR-1’s high inertia rotor system and clean lines give it a better glide ratio and energy retention, making landing easier and more forgiving – even for beginner pilots. Its front (or nose) wheel is linked to the rudder for easier taxing, but also has trail which allows a good compromise in both ground handling and in lessening danger of a pilot touching down the nose wheel while the front wheel is angled sideways (like in a crosswind but there is still some forward speed left).

With these capabilities, it was anticipated that the improved safety, performance, reliability, maneuverability, and operating cost of our gyrocopters would permit them to compete with helicopters for most of their missions. Potential customers included:

 

 

Law enforcement (police, sheriff, border patrol, customs, drug interdiction);

 

 

 

 

Public service agencies (fire patrol, wildlife, land management);

 

 

 

 

Military (courier, armed surveillance, VIP transport, forward artillery control, ground attack, unmanned aerial vehicle);

 

 

 

 

Commercial (oil, gas, and power line patrol and inspection, land survey, aerial photography, crop spraying, herd management, air taxi service, corporate transport) and

 

 

 

 

Private (commuting, sport flying, training).

 

 
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Reverse-Trike Division

 

 

The Company has recently acquired the assets of three different models of reverse trikes (including the composite molds, jigs, sample vehicles, frames, and etc. ).

 

Our Product Lines will consist of the following:

 

 

·

High-End : Price Range $ 50,000.

 

 

 

 

 

The new Dagger Series with options of a 1400 cc Suzuki Hayabusa ICE ( Internal Combustion Engine ) high output performance engine, or a pure electric powertrain ( Plug-In EV ).

 

 

 

 

·

Mid-Level : Price Range $ 25,000.

 

 

 

 

 

The Arrow Series, with options of a 650 cc ICE engine with CVT ( continuously variable Transmission ), or a 20 KW ( Peak of 40 KW ) pure electric powertrain ( Plug-In EV ).

 

 

 

 

·

Low-End: Price Range $ 10,000.

 

 

 

 

 

Our entry-level Orca series, with option of a 250 cc ICE engine, or a 15 KW ( Peak of 30 KW ) pure electric powertrain ( Plug-In EV ).

 

These models are not yet being sold, but we hope to commence sales of our Orca series by the end of 2021.

  

 
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We plan to initiate a Tesla model sales network instead of a “Franchise Dealer Network” to market our reverse-trike products (both electric and gas-engine models), and we will recruit resellers. We have received our WMI (World Manufacturer Identification ), and we are working on our Florida DMV Manufacturer License at the moment too. Once acquired, we will have the capability to issue our VIN numbers, and start selling our new reverse-trike products. SilverLight Electric Vehicle Inc. has recently received its NHTSA (National Highway and Transportation Safety Administration Manufacturer Identification) number. This newly issued NHTSA number enables the company to issue VIN’s (Vehicle identification Number) for the sales of its electric reverse-trike products.

 

In addition, we hope to finalize our powertrain testing of two entry models - a convertible roadster model and a gull-wing fully enclosed cabin model. We expect the powertrain system will deliver up to 45 KW (60 HP) of peak output, up to 150 miles per charge with its 15 Kwh and 20 Kwh lithium-ion battery packs.

 

Government Regulation

 

The nature of aviation products has resulted in their manufacture being regulated by governments for public safety, national defense, and economic and/or political purposes. Such regulations vary widely by country, by product type and by usage. Our products and intended products are principally impacted by United States laws and regulations, but also by requirements in our potential export markets. As our products can be used for private, commercial, public agency or military purposes, their sale and operation are governed by regulations appropriate to each category. Developmental flight testing of our aircraft is carried out under exemption rules covering experimental aircraft. The following section reviews the principal regulations applicable to each category of our activities in the United States.

 

Intellectual Property

 

We do not currently own, and do not have any current plans to seek, any patents in connection with our existing and planned operations. We do not have any copyrights, trademarks, but we generally rely upon copyright, trademark and trade secret laws to protect and maintain our proprietary rights for our technology and products. Notwithstanding the steps we have taken to protect our intellectual property rights, third parties may infringe or misappropriate our proprietary rights. Competitors may also independently develop technologies that are substantially equivalent or superior to the technologies we employ in our products and services.

 

Competition

 

There are several companies offering or developing reverse trikes and gyrocopters, and there can be no assurance that direct competitors to our solutions will arise. The markets for our products are intensely competitive, continually evolving and subject to changing technologies. We face significant competition, including from companies that have entered this space much earlier than us and are better capitalized, with vertically integrated business models, larger than us, have more access to capital and have lower operating costs than we do. These competitors may be able to respond more rapidly to new or emerging technologies and changes in customer requirements or to devote greater resources to the development, promotion and sale of their products. These competitors may enter our existing or future markets with currencies that may be less expensive, that may provide higher performance or additional features or that may be introduced more quickly than our products. Our products are also competing with other forms of trikes and copters which are currently more widely accepted and used by the public.

 

 
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Employees

 

Currently we and our subsidiaries employ about 20 individuals. These individuals consist of management, assembly, sales and support staff. Some of these individuals are employed through outside sourcing companies.

 

Item 1A. Risk Factors.

 

Risks Related to Our Business

 

Our business is subject to significant government regulation that will increase our operating costs.

 

The nature of aviation and motor vehicles has resulted in their manufacture being regulated by governments for public safety, national defense, and economic and/or political purposes. Such regulations vary widely by country, by product type and by usage. Our products and intended products are principally impacted by United States laws and regulations, but also by requirements in our export markets. As our products can be used for private, commercial, public agency or military purposes, their sale and operation are governed by regulations appropriate to each category. Developmental flight testing of our aircraft is carried out under exemption rules covering experimental aircraft. The failure to comply with government regulation could adversely affect our operations.

 

Difficulties or delays in the development, production, testing and marketing of products could have a materially adverse effect on our business.

 

Difficulties or delays in the development, production, testing and marketing of products, could have a materially adverse effect. Our business is subject, in part, to regulatory procedures and administration enacted by and/or administered by the FAA. Accordingly, our business may be adversely affected in the event we are unable to comply with such regulations relative to our current products and/or if any new products and/or services to be offered by us can or may not be formally approved by such agency.

 

 
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Our potential international sales may be subject to local government laws, regulations and procurement policies and practices which may differ from U.S. Government regulations.

 

Our potential international sales may be subject to local government laws, regulations and procurement policies and practices which may differ from U.S. Government regulation, including regulations related to products being installed on aircraft, exchange controls, as well to varying currency, geo-political and economic risks. We also are exposed to risks associated with any relationships with foreign representatives, consultants, partners and suppliers for international sales and operations.

 

We may not be able to achieve our strategic initiatives and grow our business as anticipated.

 

Our strategic initiatives have required us to devote financial and operational assets to our activities. Our success depends on our ability to appropriately manage our expenses as we invest in these initiatives. If we are not able to execute on this strategy successfully or if our investments in these activities do not yield significant returns, our business may not grow as we anticipated, which could adversely affect our operating results.

 

Unfavorable global economic, business or political conditions could adversely affect our business, financial condition or results of operations.

 

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, including the U.S. presidential election and the impact of health and safety concerns, such as those relating to the current COVID-19 outbreak. The most recent global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for bitcoin and our ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.

 

The future impact of the COVID-19 outbreak is highly uncertain, cannot be predicted and there is no assurance that the COVID-19 outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken to contain the coronavirus.

 

Any disruption of service at our facilities or our third-party providers could interrupt or delay our customers’ access to solutions, which could harm our operating results.

 

Any damage to, or failure of, our systems generally could result in interruptions in our services. Interruptions in our services may reduce our revenue, cause customers to terminate their subscriptions and adversely affect our attrition rates and our ability to attract new customers, all of which would reduce our revenue. Our business would also be harmed if our customers and potential customers believe our services are unreliable. Although we may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial, operational, and financial resources and systems, our business and financial results would be materially harmed.

 

 
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We may choose to raise additional capital. Such capital may not be available, or may be available on unfavorable terms, which would adversely affect our ability to operate our business.

 

We expect that our existing cash balances will be sufficient to meet our working capital and capital expenditure needs for the next twelve months. If we choose to raise additional funds, due to unforeseen circumstances or material expenditures, we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all, and any additional financings could result in additional dilution to our existing stockholders.

 

Our market is subject to changing preferences; failure to keep up with these changes would result in our losing market share, thus seriously harming our business, financial condition and results of operations.

 

Our customers expect frequent product introductions and have changing desires for new products and features. In order to be competitive, we need to develop and market new products and product enhancements that respond to these changing requirements on a timely and cost-effective basis. Our failure to do so promptly and cost effectively would seriously harm our business, financial condition and results of operations.

 

We have had a history of losses and may incur future losses, which may prevent us from attaining profitability.

 

We have had a history of operating losses since our inception and, as of December 31, 2021, we had an accumulated deficit of approximately $23,681,221. We may incur operating losses in the future, and these losses could be substantial and impact our ability to attain profitability. We do not expect to significantly increase expenditures for product development, general and administrative expenses, and sales and marketing expenses; however, if we cannot increase revenue growth, we will not achieve or sustain profitability or positive operating cash flows. Even if we achieve profitability and positive operating cash flows, we may not be able to sustain or increase profitability or positive operating cash flows on a quarterly or annual basis.

 

We cannot predict every event and circumstance that may impact our business and, therefore, the risks discussed herein may not be the only ones you should consider.

 

As we continue to grow our business, we may encounter other risks of which we are not aware as of the date of this Registration Statement. These additional risks may cause serious damage to our business in the future, the impact of which we cannot estimate at this time.

  

 
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We will need additional funding if we intend on growing. If we are unable to raise capital when needed, we would be forced to delay, reduce or eliminate our planned development.

 

We expect our expenses to increase in connection with our ongoing activities. Furthermore, upon the effectiveness of this Registration Statement, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce or eliminate some or all of our research and development programs or commercialization efforts.

 

Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

 

Until the time, if ever, that we can generate substantial product revenues, we plan to finance our cash needs through some combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends.

 

There is substantial doubt about our ability to continue as a going concern

 

We have not generated any profit from combined operations since our inception. We expect that our operating expenses will increase over the next twelve months to continue our development activities. Based on our average monthly expenses and current burn rate, we estimate that our cash on hand will not sufficiently support our operation for the next twelve months. We do not expect to raise capital through debt financing from traditional lending sources since we are not currently generating a profit from operations. Therefore, we only expect to raise money through equity financing via the sale of our common stock or equity-linked securities such as convertible debt. If we cannot raise the money that we need in order to continue to operate our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. If we are unsuccessful in raising additional financing, we may need to curtail, discontinue or cease operations.

 

Impact of COVID-19 on Our Business

 

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally fiscal first quarter and potentially beyond.

  

 
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Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020.

 

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

 

The measures taken to date will impact the Company’s business. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

 

Risks Related to Employee Matters and Managing Growth

 

Our future success depends on our ability to retain our chief executive officer and other key executives and to attract, retain and motivate qualified personnel.

 

We are highly dependent on David Chen, our Chief Executive Officer, as well as the other principal members of our management team. We have not entered into an employment agreement with Mr. Chen, so there is nothing preventing him from terminating his employment with us at any time. We do not maintain “key person” insurance for any of our executives or other employees. The loss of the services of any of these persons could impede the achievement of our research, development and commercialization objectives.

 

In addition, we rely on consultants and advisors, to assist us in formulating our development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.

 

 
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Risks Associated with Our Capital Stock

 

Because we will become a reporting company under the Exchange Act by means other than a traditional underwritten initial public offering, we may not be able to attract the attention of research analysts at major brokerage firms.

 

Because we will not become a reporting company by conducting an underwritten initial public offering, or IPO, of our common stock, and because we will not be listed on a national securities exchange, security analysts of brokerage firms may not provide coverage of our company. In addition, investment banks may be less likely to agree to underwrite secondary offerings on our behalf than they might if we were to become a public reporting company by means of an IPO because they may be less familiar with our company as a result of more limited coverage by analysts and the media, and because we became public at an early stage in our development.

 

Our common stock may become subject to the SEC’s penny stock rules, which may make it difficult for broker-dealers to complete customer transactions and could adversely affect trading activity in our securities.

 

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock may be less than $5.00 per share for some period of time and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

 

 

make a special written suitability determination for the purchaser;

 

 

 

 

receive the purchaser’s prior written agreement to the transaction;

 

 

provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

 

 

 

 

obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

 

If required to comply with these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected.

  

 
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The market price of our common stock may be volatile and may fluctuate in a way that is disproportionate to our operating performance. 

 

Our stock price may experience substantial volatility as a result of a number of factors, including:

 

 

sales or potential sales of substantial amounts of our common stock;

 

 

 

 

the success of competitive products or technologies;

 

 

 

 

announcements about us or about our competitors, including new product introductions and commercial results;

 

 

 

 

the recruitment or departure of key personnel;

 

 

 

 

developments concerning our licensors or manufacturers;

 

 

 

 

litigation and other developments;

 

 

 

 

actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

 

 

 

 

variations in our financial results or those of companies that are perceived to be similar to us; and

 

 

 

 

general economic, industry and market conditions.

 

Many of these factors are beyond our control. The stock markets in general, and the market for aeronautic and vehicle companies in particular, have historically experienced extreme price and volume fluctuations. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors could reduce the market price of our common stock, regardless of our actual operating performance.

 

We have never paid and do not intend to pay cash dividends.

 

We have never paid cash dividends on any of our capital stock and we currently intend to retain future earnings, if any, to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be our common stockholders’ sole source of gain for the foreseeable future. Under the terms of our existing Articles of Incorporation, we cannot declare, pay or set aside any dividends on shares of any class or series of our capital stock, other than dividends on shares of common stock payable in shares of common stock, unless we pay dividends to the holders of our preferred stock. Additionally, without special stockholder and board approvals, we cannot currently pay or declare dividends and will be limited in our ability to do so until such time, if ever, that we are listed on a stock exchange.

 

 
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Our executive officers and directors have the ability to control all matters submitted to stockholders for approval.

 

Our executive officers and directors hold collectively 1,295,000,000 shares of our Common Stock, and as such, they would be able to control all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they choose to act collectively, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

 

Provisions in our Articles of Incorporation and by-laws and under Nevada law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

 

Provisions in our Articles of Incorporation and by-laws, respectively, may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which our common stockholders might otherwise receive a premium price for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors.

 

We will incur increased costs as a result of operating as a public reporting company, and our management will be required to devote substantial time to new compliance initiatives.

 

As a public reporting company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, have imposed various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

  

 
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Item 2. Financial Information.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing at the end of this Registration Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Registration Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Registration Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Plan of Operation

 

The Company, through its subsidiaries, SilverLight Aviation, LLC and Silverlight Electric Vehicle Inc. is actively engaged in the design, development, manufacturing, distribution and marketing of reverse trikes (as of May 2021) and gyrocopters.

 

To continue operations for the next 12 months we will have a cash need of approximately $500,000. Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), the Company has no committed external source of funds, and there is no guarantee we would be able to raise such funds. The Company plans to pay off current liabilities through sales and increasing revenue through sales of Company services and or products, or through financing activities as mentioned above.

 

Results from Operations – For the quarter ended March 31, 2021 as compared to March 31, 2020

 

Revenue

 

For the three months ended March 31, 2021 and 2020, the Company had total sales of $39,183 and $0, respectively. The lack of sales in 2020 was due to the pandemic and setting up our new facility at Gatewood Corporate Center in Bradenton, Florida.

 

Cost of Sales

 

            Total Cost of Sales for the three months ended March 31, 2021 was $22,688 as compared to $0 for the three months ended March 31, 2020. The increase in Cost of Sales was due to the marketing of our gyrocopter.

  

 
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Operating Expenses

 

Total operating expenses increased from $0 for the three months ended March 31, 2020 to $32,823 for the three months ended March 31, 2021. The increase was primarily due to the acquisition of the gyrocopter division. 

 

Loss From Operations

 

As a result of the foregoing, our loss from operations was $16,328, for the period ended March 31, 2021, compared with $0 for the three months ended March 31, 2020. The increase in our overall loss from operations was primarily due to the ramping up of operations of our gyrocopter.

 

Other (Expense)

 

Other (Expense) of interest, related party increased from $0 to $2,891 for the three months ended March 31, 2020 as compared to the comparable period in 2021. This increase was due to the acquisition of our gyrocopter division.

 

Net Income (Loss)

 

For the period ended March 31, 2021 the Company had net loss of $20,272 compared to a $0 for the period ended March 30, 2020. The increase is primarily due to the costs of setting up the sales, operations and manufacturing and facilities.

 

Liquidity and Capital Resources

 

As of March 31, 2021, the Company had $1,482,997 in Total Assets, primarily consisting of $693,823 in cash, $25,000 in inventory and $2,382 in receivables, and Other Assets of $761,792. The Company had Total Liabilities of $1,248,643 as of March 31, 2021. Total Assets exceeded its Total Liabilities by approximately $234,354 as of March 30, 2021 primarily due the acquisition of the manufacturing facilities.

 

As of March 31, 2021, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

 

 
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Our cash flows for the period ended March 31, 2021 and 2020 are summarized below:

 

 

 

Three months

Ending
March 31,
2021

 

 

Three months

Ending
March 31,
2020

 

Net cash (used by) operating activities

 

$ (15,077 )

 

$ -

 

Net cash used in investing activities

 

$ (305,266 )

 

$ -

 

Net cash provided by (used in )financing activities

 

$ 1,014,166

 

 

$ -

 

Net Change in Cash

 

$ 693,823

 

 

$ -

 

Cash at beginning of year

 

$ -

 

 

$ -

 

Cash at end of year

 

$ 693,823

 

 

$

 

 

 

Net Cash Used in Operating Activities

 

For the period ended March 31, 2021, ($15,077) net cash (used by) operating activities was primarily attributable to setting up operational controls, back-office equipment, and administrative tasks.

 

Net Cash Used in Investing Activities

 

For the period ended March 31, 2021, net cash used in investing activities was $305,266 due to the acquisition of the Company’s interest in Silverlight Aviation LLC, as compared to $0 for the period ended March 31, 2020.

 

Net Cash Provided by Financing Activities

 

For the period ended March 31, 2021, net cash provided by financing activities was $1,014,166. This was primarily due to a loan by an officer of the Company of $1,007,980. The change was due to increased financing received from related parties.

 

Results from Operations – For the year ended December 31, 2020 as compared to December 31, 2019

 

Revenue

 

For the years ended December 31, 2020 and 2019, the Company had no sales.

 

Operating Expenses

 

The Company had $5,658 in operating expenses for the year ended December 31, 2020 as compared to $50,000 for the year ended December 31, 2019. The decrease in operating expenses was due to a decrease of business activities.

  

 
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Loss From Operations

 

As a result of the foregoing, our loss from operations was $50,000, for the year ended December 31, 2019, compared with $5,658, for the year ended December 31, 2020. The decrease in our overall loss from operations was a result of a decrease in administrative costs.

 

Net Income (Loss)

 

For the year ended December 31, 2020 the Company had net loss of approximately ($5,658) compared to a net loss of ($50,000) for the year ended December 31, 2019, a decrease of $44,342. The decrease is primarily due to a decrease in company activities.

 

 Liquidity and Capital Resources

 

As of December 31, 2020 and 2019, the Company had $0 and $1,980.

 

As of December 31, 2020, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

 

To continue operations for the next 12 months we will have a cash need of approximately $500,000. Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), the Company has no committed external source of funds, and there is no guarantee we would be able to raise such funds. The Company plans to pay off current liabilities through sales and increasing revenue through sales of Company services and or products, or through financing activities as mentioned above.

 

Net Cash Used in Operating Activities

 

For the year ended December 31, 2020, $5,658 net cash used in operating activities was primarily attributable to loss from operations, financed by an increase in accounts payable and accrued liabilities. For the year ended December 31, 2019, $50,000 net cash used in operating activities was due to increase in administrative expenses.

 

 
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Net Cash Provided by Financing Activities

 

For the year ended December 31, 2020, net cash provided by financing activities was $5,658 as compared to $50,000 for the year ended December 31, 2019. The change was due to increase in loans from a related party.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.

 

Loss Contingencies

 

The Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.

 

Income Taxes

 

The Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.

 

Recent Accounting Pronouncements

 

See Note 2 of the consolidated financial statements for discussion of Recent Accounting Pronouncements.

  

 
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Off-Balance Sheet Arrangements

 

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Recently Adopted Accounting Standards

 

In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606, or ASU 2014-09. ASU 2014-09 establishes the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (1) identifies the contract(s) with a customer; (2) identifies the performance obligations in the contract(s); (3) determines the transaction price; (4) allocates the transaction price to the performance obligations in the contract(s); and (5) recognizes revenue when (or as) the entity satisfies a performance obligation. The accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. The accounting standards update also requires significantly expanded quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. The Company adopted ASU 2014-09 effective January 1, 2018. The adoption of this standard had no material impact on the Company’s financial statements.

 

Item 3. Properties.

 

Currently the Company utilizes offices in the Gatewood Corporate Center, Florida, which occupies approximately 12,000 square feet, at a base monthly rent of $2,800, until May 2024. The Company leases this property The location will be used for the exhibition of the reverse trikes and gyrocopters, and will also have space for assembly of the vehicles.

 

Our office at Zephyrhills, Florida, occupies approximately 10,000 square feet of hanger space. The location is used for manufacturing parts for our AR-1 gyrocopters, and some customized assemblies. This location is being provided to the Company by the President of the Company free of charge.

  

 
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Item 4. Security Ownership of Certain Beneficial Owners and Management.

 

The following tables set forth, as of June 30, 2021, certain information concerning the beneficial ownership of our capital stock, including our common stock by:

 

 

each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;

 

 

 

 

each director;

 

 

 

 

each named executive officer;

 

 

 

 

all of our executive officers and directors as a group; and

 

 

 

 

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

 

As of June 30, 2021, the Company had authorized 5,000,000,000 shares of common stock and 20,000,000 shares of Preferred Stock. There were 1,395,221,422 shares of common stock and 0 shares of Preferred Stock outstanding as of June 30, 2021.

 

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of June 30, 2021 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

 

Security Ownership of Management

 

Title of Class

 

Name and Address

of Beneficial Owner

 

Amount and nature of beneficial ownership

 

 

Percent of Class

 

Common Stock

 

David Chen

 

 

1,295,000,000

(1) 

 

 

92.8 %

 

 

Peter Yaugh Chen

 

 

0

 

 

 

0

 

 

 

Executive Officers and Directors as a Group (2 persons)

 

 

1,295,000,000

 

 

 

92.8 %

 

(1)

Shares are held in the name American Software Capital Inc., and entity of which David Chen is the President.

 

 
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Item 5. Directors and Executive Officers.

 

The names, positions, terms, and periods served of the Company’s present directors are set forth in the following table:

 

Name

 

Positions

 

Period of Service Began

David Chen

 

Chairman of the Board/CEO/President

 

2/11/2021

Peter Yaugh Chen

 

Director/CFO

 

2/11/2021

 

There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors.

 

Director and Officer Biographical Information

 

David Chen – Chairman of the Board/CEO/President

 

David Chen has served as Chief Operating Officer of XT Energy Group, Inc. from July 2018 to March 2020. He has served as Executive Director, President and Chief Executive Officer of ASC, since July 2017, as Executive Director of Asia Pacific at Federal Aerospace Holdings Group, a general aviation development company since September 2015, as President of Sino Tech Jiu-Ding Energy Development Co., Ltd., a shale oil technology company, since May 2016, and as President of Inner Mongolia Aero Motor Group, a low-speed electric vehicle manufacturing company, since December 2017. He previously served as President of American Franchise Development Group from May 1998 to March 2008, and as Property Claims Manager at Transtate Insurance Company, a New York State Property & Casualty Insurer from June 1991 to July 1998. Mr. Chen received a master’s degree in Asian Studies from St. John’s University and an Executive degree in business administration from Tuck School of Business at Dartmouth. Mr. Chen obtained his bachelor’s degree in computer science from Southern Connecticut State University. Mr. Chen has received numerous awards for his business achievement, such as Minority Retailer of the Year in 2006 by U.S. Department of Commerce, Minority Business Development Agency, Overseas Chinese Model Businessman of the Year in 2006 by Republic of China (Taiwan), Businessman of the Year in 2007 by National Republican Congressional Committee Business Advisory Committee.

 

Peter Yaugh Chen – Director/CFO

 

Peter Yaugh Chen served as the Vice President, Development Operations as well as director of Development Operations at MiMedia, Inc. since 2014. Peter serves as Director and Executive Vice President of American Software Capital Inc. Peter is the brother of David Chen.

  

 
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Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 

(1) had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

(2) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3) has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

 

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii) Engaging in any type of business practice; or

 

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

(4) has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;

 

(5) has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

(6) has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 
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(7) has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

(i) Any Federal or State securities or commodities law or regulation; or

 

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

(8) has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Conflicts of Interest – General

 

            Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While the officers and directors of our business are engaged full time in our business activities, the amount of time they devote to other business may be up to approximately 15 hours per week.

 

Conflicts of Interest – Corporate Opportunities

 

Certain of our officers and directors may be directors and/or principal stockholders of other companies and, therefore, could face conflicts of interest with respect to potential acquisitions. In addition, our officers and directors may in the future participate in business ventures, which could be deemed to compete directly with us. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event our officers or directors are involved in the management of any firm with which we transact business. Our Board of Directors has adopted a policy that we will not seek a merger with, or acquisition of, any entity in which management serve as officers or directors, or in which they or their family members own or hold a controlling ownership interest. Although the Board of Directors could elect to change this policy, the Board of Directors has no present intention to do so.

  

 
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Our officers and directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by our officers and directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to our officers and directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to us and our other stockholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of us and our other stockholders, rather than their own personal pecuniary benefit.

 

Committees of the Board of Directors

 

We are managed under the direction of our board of directors. The board of directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to the board of directors was neither independently made nor negotiated at arm’s length.

 

Executive Committee

 

The members of the Board of Directors serve as our executive committee.

 

Audit Committee

 

The members of the Board of Directors serve as our audit committee and as such our audit committee is not considered to have independent members or to be independent.

 

 
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Item 6. Executive Compensation.

 

Summary Compensation Table

 

The following table sets forth, for the fiscal years ended December 31, 2020 and December 31, 2019, certain information regarding the compensation earned by the Company’s named executive officers.

 

Summary Compensation Table

 

Name and Principal Position (5)

 

Fiscal Year
Ended
December 31,

 

Salary ($)

 

 

Total ($)

 

David Chen, Chairman, CEO, President (1)

 

2019

 

$ 0

 

 

$ 0

 

 

 

2020

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

Peter Yaugh Chen, CFO, Director (2)

 

2019

 

 

0

 

 

 

0

 

 

 

2020

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 William Bossung (3)

 

 2019

 

$ 0

 

 

$ 0

 

 

 

2020

 

 

0

 

 

 

0

 

 

(1)

David Chin was named Chairman, CEO and President February 11, 2021.

(2)

Peter Yaugh Chen was named Director and CFO February 11, 2021.

(3)

Mr. Bossung served as an officer and director of the Company until resignation on February 11, 2021.

 

Director Compensation

 

Directors do not receive compensation for serving as a Director of the Company.

 

Employment Agreements

 

The Company does not have any written agreements with any of its executive officers.

 

Stock Option Plan and other Employee Benefits Plans

 

The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

 

 Overview of Compensation Program

 

We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

 

 
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Compensation Philosophy and Objectives

 

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative.

 

Role of Executive Officers In Compensation Decisions

 

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.

 

Item 7. Certain Relationships and Related Transactions, and Director Independence.

 

Transactions with Related Persons

 

Amounts due to a related party are for advances made by an officer and controlling stockholder of the Company. The balance due of $3,678 as at December 31, 2020 is presented as due to related parties in the accompanying consolidated balance sheet. The amounts due are non-interest bearing and payable upon demand.

 

Promoters and Certain Control Persons

 

None.

 

List of Parents

 

None.

 

Director Independence

 

The Company has no independent directors.

  

 
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Item 8. Legal Proceedings.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

Market Information

 

The Common Stock of the Company is currently trading on the Pink Sheets under the symbol “RNWR.” The following information reflects the high and low bid prices of the Company’s common stock on the Pink Sheets for the last two fiscal years ended December 31, 2020:

 

Quarterly period

 

High

 

 

Low

 

Fiscal year ended December 31, 2020:

 

 

 

 

 

 

First Quarter

 

$ 0.0369

 

 

$ 0.0052

 

Second Quarter

 

$ 0.0378

 

 

$ 0.0053

 

Third Quarter

 

$ 0.0297

 

 

$ 0.0066

 

Fourth Quarter

 

$ 0.0492

 

 

$ 0.0104

 

 

 

 

 

 

 

 

 

 

Fiscal year ended December 31, 2019:

 

 

 

 

 

 

 

 

First Quarter

 

$ 0.1610

 

 

$ 0.0330

 

Second Quarter

 

$ 0.1100

 

 

$ 0.0500

 

Third Quarter

 

$ 0.2000

 

 

$ 0.0600

 

Fourth Quarter

 

$ 0.0950

 

 

$ 0.0048

 

 

Holders

 

As of June 30, 2020, there were 1,395,221,422 shares of common stock outstanding, which were held by approximately 525 record holders. 

 

Dividends

 

We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The Company does not currently maintain any Equity Compensation Plans.

  

 
28

Table of Contents

   

Item 10. Recent Sales of Unregistered Securities.

 

Set forth below is information regarding shares of common stock, and preferred stock issued, and options granted, by us during the last two fiscal years, that were not registered under the Securities Act. Also included is the consideration, if any, received by us, for such shares and options and information relating to the Securities Act, or rule of the SEC, under which exemption from registration was claimed.

 

Effective February 11, 2021, the Company agreed as part of a Stock Purchase Agreement to sell 1,295,000,000 shares of its $0.00001 par value common stock to American Software Capital, Inc. (“ASCI”) in exchange for $80,000 in cash. ASCI is controlled by David Chen, an officer and director of the Company.

 

Item 11. Description of Registrant’s Securities to be Registered.

 

We are registering on this Registration Statement only our common stock, the terms of which are described below. As of March 31, 2021, we had 2,500,000,000 authorized shares of common stock, par value $0.00001 per share and we had 20,000,000 authorized shares of preferred stock, par value $0.00001 per share. However, because we have preferred stock authorized, none of which is currently outstanding, but can be issued following the effectiveness of this Registration Statement, we also describe below the terms of our preferred stock to the extent such terms qualify the rights of our common stock.

 

Common Stock

 

Subject to the voting rights of the Company’s preferred stock, at any meeting of the shareholders, every shareholder of common stock is entitled to vote and may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

 

Each shareholder shall have one vote for every share of stock entitled to vote, which is registered in his name on the record date for the meeting, except as otherwise required by law or the Articles of Incorporation.

 

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

 

The Company’s Articles of Incorporation does not provide for cumulative voting or preemptive rights.

 

Preferred Stock

 

No shares of Preferred Stock are outstanding as of March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019.

 

 
29

Table of Contents

   

Item 12. Indemnification of Directors and Officers.

 

The Company’s directors and executive officers are indemnified as provided by the Nevada General Corporation Law and our Articles of Incorporation. These provisions state that certain persons (hereinafter called “lndemnitees”) may be indemnified by a Nevada corporation pursuant to the provisions of applicable law, namely, any person (or the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Company will indemnify the Indemnitees in each and every situation where the Company is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Company will also indemnify the Indemnitees in each and every situation where, under the aforesaid statutory provisions, the Company is not obligated, but is nevertheless permitted or empowered, to make such indemnification. Before making such indemnification with respect to any situation covered under the foregoing sentence, the Company will make a determination as to whether each Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful. No such indemnification shall be made (where not required by statute) unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful.

 

Item 13. Financial Statements and Supplementary Data.

 

The information required by this item may be found beginning on page F-1 of this Registration Statement and are incorporated herein by reference.

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

We have had no disagreements with our independent auditors on accounting or financial disclosures.

 

 
30

Table of Contents

   

Item 15. Financial Statements and Exhibits.

 

 

(a)

Financial Statements

 

808 RENEWABLE ENERGY CORPORATION AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

Page

 

 

 

 

 

Report of Independent Accounting Firm

 

F-1

 

 

 

 

 

Consolidated Balance Sheets – March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019

 

F-2

 

 

 

 

 

Consolidated Statements of Operations – Three Months Ended March 31, 2021 and 2020 and Twelve Months Ended December 31, 2020 and 2019

 

F-3

 

 

 

 

 

Consolidated Statement of Changes in Stockholders’ Equity – Twelve months ended December 31, 2019 and the three months ended March 31, 2020 and the Twelve months ended December 31, 2020 and the three months ended March 31, 2021

 

F-4

 

 

 

Consolidated Statements of Cash Flows – Three Months Ended March 31, 2021 and 2020 and the Twelve Months Ended December 31, 2020 and 2019 

 

F-5

 

 

 

 

 

Notes to Consolidated Financial Statements

 

F-6 - F-13

 

  

 

31

Table of Contents

    

Gries & Associates, LLC

Certified Public Accountants

400 South Colorado Blvd, Ste 870

Denver, Colorado 80246

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Board of Directors and Stockholders
808 Renewable Energy Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of 808 Renewable Energy Corporation (the Company) as of December 31, 2020 and 2019, and the related statements of operations, stockholders’ deficit and cash flows for the years then ended and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the period then ended in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion

  

Going Concern Uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has has incurred losses since inception of $23,681,221, and has not received any revenues These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Emphasis of Matters-Risks and Uncertainties

 

The Company is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.

 

/s/ Gries & Associates, LLC

 

We have served as the Company’s auditor since 2021.

 

 

Denver, Colorado

July 20, 2021

 

 

 

blaze@griesandassociates.com

 

400 South Colorado Blvd, Suite 870, Denver, Colorado 80246

  (O)720-464-2875 (M)773-255-5631 (F)720-222-5846

 

 
F-1

Table of Contents

    

808 Renewable Energy Corporation and Subsidiary

Consolidated Balance Sheets

 

 

 

March 31,

 

 

December 31,

 

 

March 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash in bank

 

$ 693,823

 

 

$ -

 

 

$ -

 

 

$ -

 

Inventory

 

 

25,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Receivables - related party

 

 

-

 

 

 

-

 

 

 

1,980

 

 

 

1,980

 

Receivables - other

 

 

2,382

 

 

 

-

 

 

 

-

 

 

 

-

 

Total current assets

 

 

721,205

 

 

 

-

 

 

 

1,980

 

 

 

1,980

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

693,142

 

 

 

-

 

 

 

-

 

 

 

-

 

Intangible asset, net of accumulated amortization of $26,350

 

 

66,650

 

 

 

-

 

 

 

-

 

 

 

-

 

Deposits

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Total other assets

 

 

761,792

 

 

 

-

 

 

 

-

 

 

 

-

 

Total assets

 

$ 1,482,997

 

 

$ -

 

 

$ 1,980

 

 

$ 1,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$ 4,931

 

 

$ -

 

 

$ -

 

 

$ -

 

Accrued liabilities

 

 

237

 

 

 

-

 

 

 

-

 

 

 

-

 

Accrued liabilities, related party

 

 

2,548

 

 

 

-

 

 

 

-

 

 

 

-

 

Loans payable

 

 

73,733

 

 

 

-

 

 

 

-

 

 

 

-

 

Loans payable, related party

 

 

62,063

 

 

 

3,678

 

 

 

-

 

 

 

-

 

Total current liabilities

 

 

143,512

 

 

 

3,678

 

 

 

-

 

 

 

-

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note payable, related party

 

 

1,000,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Note payable - EIDL

 

 

29,723

 

 

 

-

 

 

 

-

 

 

 

-

 

Note payable - PPP

 

 

75,408

 

 

 

-

 

 

 

-

 

 

 

-

 

Total long-term liabilities

 

 

1,105,131

 

 

 

-

 

 

 

-

 

 

 

-

 

Total liabilities

 

 

1,248,643

 

 

 

3,678

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 and $0.001 par value, respectively; 20,000,000 shares authorized; none issued and outstanding at March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Common stock, $0.00001 par value and $0.001 par value, respectively; 2,500,000,000 shares authorized; 1,395,221,422 and 196,721,427 issued and outstanding at March 31, 2021 and December 31, 2020, respectively

 

 

13,952

 

 

 

196,721

 

 

 

196,721

 

 

 

196,721

 

Additional paid in capital

 

 

23,669,777

 

 

 

23,480,822

 

 

 

23,480,822

 

 

 

23,480,822

 

Accumulated deficit

 

 

(23,701,493 )

 

 

(23,681,221 )

 

 

(23,675,563 )

 

 

(23,675,563 )

Non-controlling interest

 

 

252,118

 

 

 

-

 

 

 

-

 

 

 

-

 

Total stockholders' equity (deficit)

 

 

234,354

 

 

 

(3,678 )

 

 

1,980

 

 

 

1,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$ 1,482,997

 

 

$ -

 

 

$ 1,980

 

 

$ 1,980

 

   

The accompanying notes are an integral part of these financial statements.

 

 
F-2

Table of Contents

     

808 Renewable Energy Corporation and Subsidiary

Consolidated Statements of Operations

 

 

 

Three Months Ended

March 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$ 39,183

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases

 

 

19,107

 

 

 

-

 

 

 

-

 

 

 

-

 

Labor

 

 

3,581

 

 

 

-

 

 

 

-

 

 

 

-

 

Total cost of sales

 

 

22,688

 

 

 

-

 

 

 

-

 

 

 

-

 

Gross profit

 

 

16,495

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

264

 

 

 

-

 

 

 

-

 

 

 

-

 

Filing fees

 

 

8,858

 

 

 

-

 

 

 

4,158

 

 

 

-

 

Professional fees - accounting

 

 

13,772

 

 

 

-

 

 

 

-

 

 

 

-

 

General and administrative - other

 

 

9,929

 

 

 

-

 

 

 

1,500

 

 

 

50,000

 

Total operating expenses

 

 

32,823

 

 

 

-

 

 

 

5,658

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(16,328 )

 

 

-

 

 

 

(5,658 )

 

 

(50,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest, related party

 

 

(2,891 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(19,219 )

 

 

-

 

 

 

(5,658 )

 

 

(50,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before non-controlling interest

 

 

(19,219 )

 

 

-

 

 

 

(5,658 )

 

 

(50,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less non-controlling interest

 

 

1,053

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (20,272 )

 

$ -

 

 

$ (5,658 )

 

$ (50,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

 *

 

 

$

 *

 

 

$

 *

 

 

$

 *

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

795,971,425

 

 

 

196,721,427

 

 

 

196,721,427

 

 

 

196,721,427

 

_______________ 

* Net loss is less than $0.01 per share.

 

The accompanying notes are an integral part of these financial statements.

 

 
F-3

Table of Contents

     

808 Renewable Energy Corporation and Subsidiary

Consolidated Statement of Stockholders' Equity

 

 

 

 

 Preferred Stock

Series D 

 

 

 

Preferred Stock

Series F

 

 

 

 Common Stock 

 

 

 

Additional 

 

 

 

 

 

 

 

 

Non-

 

 

 

Total 

Stockholders'

 

 

 

 

 No Par Value

 

 

 

$0.001 Par Value 

 

 

 

$0.00001 Par Value 

 

 

 

Paid-in 

 

 

 

Accumulated 

 

 

 

 controlling

 

 

 

Equity 

 

 

 

 

Shares

 

 

 

Amount

 

 

 

Shares

 

 

 

Amount

 

 

 

Shares

 

 

 

Amount

 

 

 

Capital

 

 

 

(Deficit)

 

 

 

Interest

 

 

 

(deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES, January 1, 2019

 

 

-

 

 

$ -

 

 

 

-

 

 

$ -

 

 

 

196,721,427

 

 

$ 196,721

 

 

$ 23,480,822

 

 

$ (23,625,563 )

 

$ -

 

 

$ 51,980

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(50,000 )

 

 

 

 

 

 

(50,000 )

BALANCES, December 31, 2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

196,721,427

 

 

 

196,721

 

 

 

23,480,822

 

 

 

(23,675,563 )

 

 

-

 

 

 

1,980

 

Net loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

Balances, March 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

196,721,427

 

 

 

196,721

 

 

 

23,480,822

 

 

 

(23,675,563 )

 

 

-

 

 

 

1,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

196,721,427

 

 

 

196,721

 

 

 

23,480,822

 

 

 

(23,675,563 )

 

 

-

 

 

 

1,980

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,658 )

 

 

 

 

 

 

(5,658 )

Balances December 31, 2020

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

196,721,427

 

 

 

196,721

 

 

 

23,480,822

 

 

 

(23,681,221 )

 

 

-

 

 

 

(3,678 )

Change in par value of common shares

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(194,754 )

 

 

194,754

 

 

 

-

 

 

 

-

 

 

 

-

 

Repurchase of common shares

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(96,500,005 )

 

 

(965 )

 

 

(72,849 )

 

 

-

 

 

 

-

 

 

 

(73,814 )

Sale of common shares for cash

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,295,000,000

 

 

 

12,950

 

 

 

67,050

 

 

 

-

 

 

 

-

 

 

 

80,000

 

Non-controlling

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

interest at time

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of acquisition of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SilverLight Aviation LLC

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

251,065

 

 

 

251,065

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(20,272 )

 

 

1,053

 

 

 

(19,219 )

BALANCES, March 31, 2021

 

 

-

 

 

$ -

 

 

 

-

 

 

$ -

 

 

 

1,395,221,422

 

 

$ 13,952

 

 

$ 23,669,777

 

 

$ (23,701,493 )

 

$ 252,118

 

 

$ 234,354

 

 

The accompanying notes are an integral part of these financial statements.

 

 
F-4

Table of Contents

   

808 Renewable Energy Corporation and Subsidiary

Consolidated Statements of Cash Flows

 

 

 

Three Months Ended

March 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2021

 

 

2020

 

 

2020

 

 

2019

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from continuing operations attributable to common stockholders

 

$ (20,272 )

 

$ -

 

 

$ (5,658 )

 

$ (50,000 )

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

flows used in operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization

 

 

264

 

 

 

-

 

 

 

-

 

 

 

-

 

Changes in:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

4,931

 

 

 

-

 

 

 

-

 

 

 

-

 

Accrued liabilities, related party

 

 

2,548

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used by) operating activities

 

 

(15,077 )

 

 

-

 

 

 

(5,658 )

 

 

(50,000 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of subsidiary, net of cash acquired

 

 

(305,266 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sale of common shares

 

 

80,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Repurchase of common shares

 

 

(73,814 )

 

 

-

 

 

 

-

 

 

 

-

 

Loans from related party, net of repayment

 

 

1,007,980

 

 

 

-

 

 

 

5,658

 

 

 

50,000

 

Net cash provided by financing activities

 

 

1,014,166

 

 

 

-

 

 

 

5,658

 

 

 

50,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

693,823

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH, Beginning

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH, Ending

 

$ 693,823

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

Income taxes paid

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

The accompanying notes are an integral part of these financial statements.

  

 
F-5

Table of Contents

         

Note 1 – Organization and History

 

On May 13, 2009, 808 Renewable Energy Corporation, (the “Company”), was incorporated in Nevada as Tri-Energy, Inc. for the purpose of acquiring and managing renewable energy products.

 

On or around March 2016, the Company failed to file reports with the Securities and Exchange Commission and has since abandoned and ceased all operations. A shareholder and affiliate of the officer/director of the Company filed with the court in Nevada a petition to act as the custodian for the Company and was granted such authority in September 2018. The custodian paid outstanding debts of the Company and filed the necessary documents to bring the Company into compliance with state authority and to maintain such compliance. On July 19, 2019, the shareholder was removed as custodian of the Company. See Note 3 – Debt.

 

On March 15, 2021, the Company acquired fifty-five percent (55%) of the membership interest in SilverLight Aviation LLC (“SLA LLC”), a Florida limited liability company, that has been in business for approximately ten years and specializes in the design, manufacture and sale of gyroplane kits to the general public throughout the United States. See Note 4 – Significant Acquisition.

 

Note 2 – Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying balance sheet at March 31, 2021 and the statement of operations, statement of stockholders’ equity and the statement of cash flows for the three months ended March 31, 2021 include the accounts of 808 Renewable Energy Corporation and its fifty-five (55%) percent owned subsidiary, SilverLight Aviation LLC. The accompanying balance sheet at December 31, 2020 and 2019, respectively, and the statement of operations and the statement of cash flows for the three months ended March 31, 2020 include only the accounts of 808 Renewable Energy Corporation All intercompany balances have been eliminated during consolidation.

 

Use of Estimates in the Preparation of Consolidated Financial Statements

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates include the fair value of assets and liabilities, income taxes and the valuation allowances related to deferred tax assets and contingencies.

 

 
F-6

Table of Contents

 

Revenue recognition

 

The Company follows the provisions of Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606), using the full retrospective transition method. The Company’s adoption of ASU 2014 - 09 did not have a material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 

Under ASU 2014 - 09, the Company recognizes revenue when control of the promised services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

 

The Company derives its revenues from the sale of gyroplane kits to the general public. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its contracts:

 

Identify the contract with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to performance obligations in the contract; and

Recognize revenue as the performance obligation is satisfied.

 

Impairment of Long-Lived Assets

 

In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets.

 

Other Comprehensive Loss

 

The Company has no material components of other comprehensive loss and accordingly, net loss is equal to comprehensive loss for the period.

 

Income Taxes

 

The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

 

 
F-7

Table of Contents

 

The Company’s deferred income taxes include certain future tax benefits. The Company records a valuation allowance against any portion of those deferred income tax assets when it believes, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.

 

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019 there were no uncertain tax positions that required accrual.

 

Business Combination

 

The Company accounts for acquisitions in accordance with guidance found in ASC 805, Business Combinations. The guidance requires consideration given, including contingent consideration, assets acquired and liabilities assumed to be valued at their fair values at the date of acquisition. The guidance further provides that acquisition costs will generally be expenses as incurred and changes in deferred tax asset valuations and income tax uncertainties after the acquisition date generally will affect income tax expense.

 

ASC 805 requires that any excess of purchase price over the fair value of assets acquired, including identifiable intangibles and liabilities assumed be recognized as goodwill and any excess of fair value of acquired net assets, including identifiable intangible assets over the acquisition consideration results in a gain from bargain purchase. Prior to recording a gain, the acquiring entity must reassess whether assets acquired and assumed liabilities have been identified and recognized and perform re-measurements to verify that the consideration paid, assets acquired and liabilities assumed have been properly valued.

 

Goodwill

 

In accordance with generally accepted accounting principles, goodwill cannot be amortized, however, it must be tested annually for impairment. This impairment test is calculated at the reporting unit level. The goodwill impairment test has two steps. The first identifies potential impairments by comparing the fair value of a reporting unit with its book value, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, goodwill is not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying amount. If the implied goodwill is less than the carrying amount, a write-down is recorded. Management tested goodwill at the date of acquisition for impairment to indicate if impairment occurred. See Note 3 – Fair Value Measurement.

 

 
F-8

Table of Contents

 

Loss per Share

 

Basic net loss per common share of stock is calculated by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing net loss by the weighted-average number of common shares outstanding, including the effect of other dilutive securities. The Company’s had no potentially dilutive securities issued as of and during the three months ended March 31, 2021 and 2020 and the twelve months ended December 31, 2020 and 2019.

 

Off-Balance Sheet Arrangements

 

As part of its ongoing business, the Company has not participated in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities (SPEs), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. For the period through March 31, 2021, the Company has not been involved in any unconsolidated SPE transactions.

 

Going Concern

 

The Company had a stockholder’s deficit of $23,681,221 at December 31, 2020 and $23,701,493 at March 31, 2021, and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing, and/or acquire or develop a business that generates sufficient positive cash flows from operations.

  

Subsequent Events

 

The Company evaluates events and transactions after the balance sheet date but before the consolidated financial statements are issued.

 

Note 3 – Fair Value Measurements

 

The Company applies the authoritative guidance applicable to all financial assets and liabilities required to be measured and reported on a fair value basis, as well as to non-financial assets and liabilities measured at fair value on a non-recurring basis, including impairments of long-lived assets. The fair value of an asset or liability is the amount that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from sources independent of the Company. Unobservable input are inputs that reflect the Company’s assumptions of what market participants would use in valuing the asset or liability based on the information available in the circumstances.

 

Financial and non-financial assets and liabilities are classified within the valuation hierarchy based upon the lowest level of input that is significant to the fair value measurement. The Company’s policy is to recognize transfers in and out of the fair value hierarchy as of the end of the reporting period in which the event or change in circumstances caused the transfer. The Company has consistently applied the valuation techniques discussed below in all periods presented. The hierarchy is organized into three levels based on the reliability of the inputs as follows:

 

Level 1: Quoted prices in active markets for identical assets or liabilities; or

Level 2: Quoted prices in active markets for similar assets and liabilities and inputs, quoted prices for identical or similar assets or liabilities in markets that are not active and model-derived valuations whose inputs or significant value drivers are observable; or

Level 3: Unobservable pricing inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

 

 
F-9

Table of Contents

 

The Company measured the financial or non-financial assets and liabilities at March 31, 2021 as there was a significant acquisition at March 15, 2021 within the valuation hierarchy during the three months ended March 31, 2021. As such, there was no impairment recorded during the three months ended March 31, 2021.

 

Note 4 – Significant Acquisition

 

Effective March 15, 2021, the Company acquired fifty-five (55%) of the membership interest of SLA LLC. SLA LLC is a Florida private manufacturing and retail company of gyroplane kits. The acquisition was accounted for using the acquisition method in accordance with ASC 805.

 

The following table presents the allocation of the consideration given to the assets acquired and liabilities assumed, based on their fair values at March 15, 2021:

   

Consideration Given

 

 

 

 

 

 

Cash

 

 

 

 

$ 1,000,000

 

 

 

 

 

 

 

 

 

Allocation of Consideration Given

 

 

 

 

 

 

 

Current assets

 

$ 718,779

 

 

 

 

 

Intangible asset

 

 

66,650

 

 

 

 

 

Goodwill

 

 

693,142

 

 

 

 

Other assets

 

 

2,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

$ 1,480,571

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

124,375

 

 

 

 

 

Long-term liabilities

 

 

105,131

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

 

 

229,506

 

 

 

 

 

 

 

 

 

 

Non-controlling interest fair value at time of acquisitiion of SLA LLC

 

 

 

 

(251,065

)

 

 

 

 

 

 

 

 

 

Net assets acquired

 

 

 

 

 

$ 1,000,000

 

  

 
F-10

Table of Contents

 

Note 5 – Debt

 

Government Debt

 

On April 16, 2020, SLA LLC borrowed $37,000 from the Small Business Administration as part of the Paycheck Protection Program (“PPP”) in exchange for an unsecured promissory note at the rate of one percent (1%) per annum whereby the promissory note will be repaid over a period of twenty-four (24) months with the first payment due twelve months after the date of the loan. At March 31, 2021, SLA LLC owes $37,706 in principal and accrued interest.

 

On February 12, 2021, SLA LLC borrowed $37,500 from the Small Business Administration as part of the Paycheck Protection Program in exchange for an unsecured promissory note at the rate of one percent (1%) per annum whereby the promissory note will be repaid over a period of sixty (60) months with the first payment due ten months after the date of the loan. At March 31, 2021, SLA LLC owes $37,702 in principal and accrued interest.

 

The PPP loans have such terms and provisions whereby SLA LLC maybe able to have the entire amount forgiven by the government and that amount is not yet known at the time of these consolidated financial statements.

 

On June 13, 2020, SLA LLC borrowed $29,000 from the Small Business Administration in exchange for a secured promissory note at the rate of 3.75% per annum whereby the promissory note will be repaid over a period of thirty (30) years beginning with the first payment due twelve months after the date of the loan in the amount of $142 per month. The promissory note is collateralized by the tangible and intangible property of SLA LLC. At March 31 2021, SLA LLC owes $29,723 in principal and accrued interest.

 

Due to Related Party

 

On March 1, 2021, the Company’s majority shareholder loaned the Company $1,000,000 in order for the Company to acquire a 55% percent membership interest in SilverLight Aviation LLC in exchange for the Company issuing an unsecured promissory note at the rate of three percent (3%) per annum with all unpaid and accrued principal and interest due in full on March 1, 2023. At March 31, 2021, the Company owes $1,000,000 in principal plus accrued interest of $2,548.

 

During the three months ended March 31, 2021, a shareholder and affiliate of the officer/director of the Company, paid various trade payables on behalf of the Company in the amount of $2,508. and on March 9, 2021, the Company repaid in full its amount owed of $6,186.

 

During the three months ended March 31, 2021, the Company’s majority shareholder paid various trade payables on behalf of the Company in the amount of $11,658 and, therefore at March 31, 2021, the Company owes the shareholder an amount of $11,658.

 

During the three months ended March 31, 2021, an officer of the Company incurred various expenses and at March 31, 2021, the Company owes the officer an amount of $50,405.

 

 
F-11

Table of Contents

 

Note 6 – Stockholders’ Equity

 

Preferred Stock

 

The Company’s capital stock at March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019 consists of 20,000,000 authorized shares of $0.00001 and $0.001 par value preferred stock, respectively.

 

Series D Convertible

 

On September 29, 2014, the Board of Directors established the Series D Preferred Stock, consisting of 8,000,000 shares with no par value. The Series D Preferred Stock shareholders are entitled to receive cumulative quarterly dividends at the rate of $0.15 per share per annum and will share in any liquidation, or dissolution, preference to any other distribution to the holders of common shares, an amount equal to $1.25 for each outstanding share. The holders of the Series D Preferred Stock shall have the right to convert, at their option, 24 months after the date of issuance, into common shares at a price equivalent to 40% of the Company’s average market price for ten trading days prior to conversion. The Series D Preferred Stock will automatically convert to common stock upon the earlier of (i) 24 months from the purchase date or (ii) the date specified by written consent or agreement of the holders of a majority of the outstanding shares of Series D Preferred Stock. At March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019, there are no shares of Series D Preferred Stock issued and outstanding.

 

Series F Convertible

 

On November 14, 2018, the Board of Directors established the Series F Preferred Stock, consisting of 1,500,000 shares with a par value of $0.001 per share. The Series F Preferred Stock shareholders shall have the right, at their option, at any time at the date of issuance, into common shares of the Company equal to 0.00006% of the total issued and outstanding share of common stock of the Company upon conversion, the number of common shares to be issued shall represent the same percentage of the issued and outstanding shares of common stock that the Series F Preferred Stock holder had prior to conversion. At March 31, 2021, December 31, 2020, March 31, 2020 and December 31, 2019, there are no shares of Series F Preferred Stock issued and outstanding.

 

Common Stock

 

The Company’s capital stock at March 31, 2021 and December 31, 2020 consists of 2,500,000,000 authorized shares of $0.00001 and $0.001 par value common stock, respectively, and there are a total of 1,395,221,422 and 196,721,427 shares of issued and outstanding, respectively.

 

 
F-12

Table of Contents

 

Effective February 10, 2021, the shareholders and board of directors of the Company authorized a change to the par value of its common and preferred stock from $0.001 to $0.00001.

 

Effective February 11, 2021, William Bossung, a majority shareholder and officer/director of the Company, agreed to accept from the Company $80,000 in exchange for: (i) full satisfaction of debt owed by the Company to Bossung in the amount of $6,186, and (ii) repurchase and cancellation of 96,500,005 shares of the Company’s common stock owned by Bossung and valued at $73,814. Also, simultaneously Mr. Bossung resigned from his positions as being the sole director of the Company as well as his various officer roles and no longer holds any position in the Company.

 

Effective February 11, 2021, the Company agreed as part of a Stock Purchase Agreement to sell 1,295,000,000 shares of its $0.00001 par value common stock to American Software Capital, Inc. (“ASCI”) in exchange for $80,000 in cash. ASCI is controlled by David Chen, an officer and director of the Company.

 

Subsequent Events

 

On May 3, 2021 the Company entered into an Asset Purchase Agreement to acquire certain assets in the reverse Trike industry from Atelier de Motelage RB, Inc. in exchange for an aggregate of One Hundred Ninety Five Thousand ($195,000) Dollars.

 

In May 2021 the Company formed Silverlight Electric Vehicle Inc. as a sales arm for the Trike Division. The Company owns Fifty One Percent (51%) of Silverlight Electric Vehicle Inc. and Remy Breton owns Forty Nine Percent (49%).

 

 
F-13

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

808 Renewable Energy Corporation

 

 

(Registrant)

 

 

 

 

 

Date: July 20, 2021

By:

/s/ David Chen

 

 

 

David Chen

 

 

 

President

 

  

 

32

Table of Contents

  

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

3.1

 

Bylaws

 

 

 

3.2

 

Articles of Incorporation filed with the State of Nevada May 13, 2019

 

 

 

3.3

 

Certificate of Correction filed with State of Nevada August 5, 2009.

 

 

 

3.4

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada August 14, 2009.

 

 

 

3.5

 

Amended and Restated Articles of Incorporation filed with the State of Nevada December 10, 2009.

 

 

 

3.6

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada March 24, 2010.

 

 

 

3.7

 

Articles of Exchange filed with the State of Nevada August 20, 2010.

 

 

 

3.8

 

Amended and Restated Articles of Incorporation filed with the State of Nevada January 28, 2011.

 

 

 

3.9

 

Articles of Exchange filed with the State of Nevada June 27, 2011.

 

 

 

3.10

 

Certificate of Designation filed with the State of Nevada July 3, 2014.

 

 

 

3.11

 

Certificate of Designation filed with the State of Nevada October 16, 2014.

 

 

 

3.12

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada October 1, 2018.

 

 

 

3.13

 

Certificate of Custodian filed with the State of Nevada October 1, 2018.

 

 

 

3.14

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada October 15, 2018.

 

 

 

3.15

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada November 14, 2018.

 

 

 

3.16

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada December 12, 2018.

 

 

 

3.17

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada July 2, 2019.

 

 

 

3.18

 

Certificate of Designation filed with the State of Nevada July 5, 2019.

 

 

 

3.19

 

Certificate of Dissolution filed with the State of Nevada May 29, 2019.

 

 

 

3.20

 

Certificate of Correction filed with the State of Nevada June 5, 2020.

 

 

 

3.21

 

Articles of Exchange filed with the State of Nevada September 11, 2020.

 

 

 

3.22

 

Certificate of Correction filed with the State of Nevada February 9, 2021.

 

 

 

3.23

 

Certificate of Amendment to Articles of Incorporation filed with the State of Nevada March 18, 2021.

 

 

 

10.1

 

Stock Purchase Agreement dated February 11, 2021 between 808 Renewable Energy Corporation and American Software Capital Inc.

 

 

 

10.2

 

Promissory Note dated March 1, 2021 between 808 Renewable Energy Corporation and American Software Capital Inc.

 

 

 

10.3

 

Limited Liability Company Membership Interest Purchase Agreement dated March 15, 2021 between 808 Renewable Energy Corporation and Silverlight Aviation, LLC.

 

 

 

10.4

 

Asset Purchase Agreement dated April 3, 2021 between 808 Renewable Energy Corporation and Atelier de Motelage RB, Inc.

 

 

 

21.

 

Subsidiaries

 

 

33

 


renew_ex31.htm

EXHIBIT 3.1

 

 

BYLAWS OF

 

808 Renewable Energy Corporation
a Nevada Corporation

 

STOCKHOLDERS

  

Annual Meeting

 

 

1.

A meeting of the Stockholders of the Corporation (the "Stockholders") will be held annually for the purpose of electing directors (the "Directors") of the Corporation and for the purpose of doing other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Nevada, the annual meeting will be held on the next succeeding business day or on a date determined by the board of directors for the Corporation (the "Board") that is no later than two weeks after the date specified in the meeting notice.

 

 

 

 

2.

The Corporation must hold its annual meeting within the earlier of:

 

 

 

a.

6 months after the end of the Corporation's fiscal year;

 

 

 

 

 

 

b.

15 months after its last annual meeting.

 

 

 

 

 

If the annual meeting is not held within that time period then any shareholder entitled to participate in the meeting may apply to any court of competent jurisdiction to fix the time and place of the meeting.

 

Special Meetings

 

 

3.

Unless otherwise prescribed by statute, special meetings of the Stockholders, for any purpose or purposes, may only be called in the following ways:

 

 

a.

By a majority of the Board; or

 

 

 

 

b.

By the president of the Corporation (the "President"); or

  

 
1

 

  

 

c.

By the holders of stock entitled to cast in total not less than 10 percent of the votes on any issue proposed for the meeting where written requests describing the purpose or purposes for the special meeting are signed, dated and delivered to a member of the Board or other Officer of the Corporation.

  

 

4.

The Board will determine the time, place and date of any special meeting provided that, in the case of a special meeting called by the requisite percentage of Stockholders in accordance with these Bylaws, the Board will issue notice of the special meeting within 30 days of receipt of the written demand(s) by the relevant Officer of the Corporation.

  

Place of Meeting

 

 

5.

The annual meetings or special meetings of the Stockholders may be held at any place in or out of the State of Nevada at a place to be determined at the discretion of the Board. If no designation of the location is made for any annual or special meeting of the Stockholders, the place of the meeting will be the Registered Office of the Corporation in Nevada. The Corporation must hold its annual meeting within the earlier of: a) six months after the end of the Corporation's fiscal year or; b) fifteen months after its last annual meeting. If an annual meeting is not held within that time period, a Stockholder may direct a request in writing to the Chairman of the Board of the Corporation to hold the annual meeting. If a notice of meeting is not given within 60 days of that request then any Stockholder entitled to vote at an annual meeting may apply to any court having jurisdiction for an order directing that the meeting be held and fixing the time and place of the meeting.

    

Notice of Meetings

 

 

6.

The written notice of any meeting will be given not less than 10 days, but not more than 60 days before the date of the meeting to each Stockholder entitled to vote at that meeting. The written notice of the meeting will state the place, date and hour of the meeting, the means of remote communications, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

 

 

 

 

7.

If mailed, notice is given when the notice is deposited in the United States mail, postage prepaid, and directed to the Stockholder at the address of the Stockholder as it appears on the records of the Corporation. An affidavit of the secretary (the "Secretary") of the Corporation that the notice has been given will, in the absence of fraud, be prima facie evidence of the facts stated in the notice.

    

 
2

 

   

 

8.

A written waiver, signed by the person entitled to a notice of meeting, or a waiver by electronic transmission by the person entitled to that notice, whether before or after the time stated in the notice, will be deemed equivalent to the person receiving the notice. Further, attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

  

Consent of Stockholders in Lieu of Meeting

 

 

9.

Any action to be taken at any annual or special meeting of Stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all stock entitled to vote on the matter were present and voted is delivered to the Corporation. Every written consent will bear the date of signature of each Stockholder who signs the consent. However, no written consent will be effective unless the consent is delivered, either by hand or by certified or registered mail, within 90 days of the earliest dated consent, to the Corporation for inclusion in the minutes or filing with the corporate records.

  

Remote Communication Meetings

 

 

10.

Remote communication means any electronic communication including conference telephone, video conference, the Internet, or any other method currently available or developed in the future by which Stockholders not present in the same physical location may simultaneously communicate with each other.

 

 

 

 

11.

Where permitted under the statutes and regulations of the State of Nevada, and in the sole and reasonable discretion of the Board of Directors, a meeting of Stockholders of the Corporation may be held at a specific location or may be held by any means of remote communication. Where a meeting will employ remote communication, one or more Stockholders may participate by means of remote communication or the meeting may be held solely by means of remote communication at the sole discretion of the Board of Directors. Where any remote communication is used in a Stockholder meeting, all persons authorized to vote or take other action at the meeting must be able to hear each other during the meeting and each person will have a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting. All votes or other actions taken at the meeting by means of electronic transmission must be maintained as a matter of record by the Corporation.

    

 
3

 

 

List of Stockholders Entitled to Vote

 

 

12.

The Officer who has charge of the Stock Ledger of the Corporation will prepare and make, 10 to 60 days before every meeting of the Stockholders, a complete list of the Stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares of stock registered in the name of each Stockholder. The list must be available for inspection by any Stockholder. The list must be provided for any purpose related to the meeting:

  

 

a.

On a reasonably accessible electronic network, so long as the information required to access the list is provided with the notice of the meeting; or

 

 

 

 

b.

During ordinary business hours, at the Registered Office of the Corporation in this state.

  

 

13.

If the Corporation decides to make the list available on an electronic network, the Corporation will ensure that this information is available only to Stockholders of the Corporation. If the meeting is to be held at a physical location, then the list will be produced and kept at the time and place of the meeting during the whole time of the meeting and may be inspected by any Stockholder who is present.

 

 

 

 

14.

If the meeting is to be held solely by means of remote communication, then the list will also be open to the examination of any Stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list will be provided with the notice of the meeting.

  

 
4

 

 

 

15.

If any Director willfully neglects or refuses to produce the list of Stockholders at any meeting for the election of Directors, or to open such a list to examination on a reasonably accessible electronic network during any meeting for the election of Directors held solely by means of remote communication, those Directors will be ineligible for election to any office at that meeting.

 

 

 

 

16.

The Stock Ledger will be the only evidence as to who are the Stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of Stockholders.

 

Quorum and Required Vote

  

 

17.

A minimum of 51 percent of the stock entitled to vote, present in person or represented by proxy, will constitute a quorum entitled to take action at a meeting of Stockholders.

 

 

 

 

18.

In all matters other than the election of Directors, any act of the Stockholders must be passed by an affirmative vote of the majority of the stock present in person or represented by proxy at the meeting and entitled to vote on the matter.

 

 

 

 

19.

Directors will be elected by a majority of the votes of the stock present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.

 

 

 

 

20.

Where a separate vote by a class or series or classes or series of stock ("Eligible Stock") is required, 51 percent of the outstanding Eligible Stock present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. Any act to be taken must be passed by an affirmative vote of the majority of the outstanding Eligible Stock present in person or represented by proxy.

  

Stockholders Voting Rights and Proxies

 

 

21.

Subject to the Articles of Incorporation, each Stockholder will be entitled to one vote for each share of stock held by that Stockholder.

 

 

 

 

22.

Each Stockholder entitled to vote at a meeting of Stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for that Stockholder by proxy, but no proxy will be valid after 6 months from the date of its execution unless the proxy provides for a longer period.

  

 
5

 

 

 

23.

Execution of a proxy may be accomplished by the Stockholder or by the authorized Officer, Director, employee or agent of the Stockholder, signing the writing or causing that person's signature to be affixed to the writing by any reasonable means including, but not limited to, by facsimile signature.

 

 

 

 

24.

A duly executed proxy will be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock or an interest in the Corporation generally.

  

Voting Rights of Fiduciaries, Pledgers and Joint Owners of Stock

 

 

25.

Persons holding stock in a fiduciary capacity will be entitled to vote the stock so held. Persons whose stock is pledged will be entitled to vote, unless, in the transfer by the pledger on the books of the Corporation, that person has expressly empowered the pledgee to vote the stock, in which case only the pledgee, or that pledgee's proxy, may represent and vote the stock.

  

Voting Trusts and Other Voting Agreements

 

 

26.

Two or more Stockholders may, by agreement in writing, create a voting trust by depositing their stock with a voting trustee, who will have the authority to vote the stock in accordance with the terms and conditions of the voting trust agreement. To be valid, the voting trustee must deliver copies of the list of Stockholders and the voting trust agreement to the Registered Office of the Corporation in this state. Upon receiving the voting trust agreement, the Corporation will issue new stock certificates in the name of the trustee and cancel the old stock certificates. The new stock certificates issued will state that they are issued pursuant to a voting trust agreement.

 

 

 

 

27.

Any amendment to a voting trust agreement will be made by a written agreement, a copy of which will be filed with the Registered Office of the Corporation in this state.

  

 
6

 

 

 

28.

The right of inspection of any voting trust agreement or related amendment by a Stockholder of record or a holder of a voting trust certificate, in person or by agent, will be the same right of inspection that applies to the securities register of the Corporation.

 

 

 

 

29.

An agreement between two or more Stockholders, if in writing and signed by the parties to the agreement, may provide that in exercising any voting rights, the stock held by them will be voted as provided by the agreement, or as the parties may agree, or as determined in accordance with a procedure agreed upon by them.

 

 

 

 

30.

The above provisions concerning voting trusts and voting agreements will not be deemed to invalidate any voting or other agreement among Stockholders or any irrevocable proxy which is not otherwise illegal.

  

Cumulative Voting

 

 

31.

Stockholders may use cumulative voting elections when electing Directors.

 
BOARD OF DIRECTORS

 

General Powers

 

 

32.

The business and affairs of the Corporation will be managed by or under the direction of the Board.

  

Number, Tenure and Quorum

 

 

33.

The Board will consist of at least one member, who will be a natural person. Directors need not be Stockholders. The Director will hold office until that Director's successor is elected and qualified or until that Director's earlier resignation or removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. In order to transact business at a meeting of the Directors, a quorum of 51 percent of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.

  

 
7

 

   

Regular Meetings

 

 

34.

By resolution, the Board may provide the time and place, either within or without the State of Nevada, for the holding of regular meetings without any notice other than that resolution.

  

Special Meetings

 

 

35.

Special meetings of the Board may be called by or at the request of the President or by a majority of the Directors. The person or persons calling that special meeting of the Board may fix any date, time or place, either within or without the State of Nevada, to be the date, time and place for holding that special meeting.

  

Notice

 

 

36.

Written notice of the date, time, and place of a special meeting of the Board will be given at least 1 day prior to the date set for that meeting. The written notice can be given personally, by mail, by private carrier, by telegraph, by telephone facsimile, or by any other manner as permitted by the Nevada Revised Statutes Chapter 78. The notice will be given by the Secretary or one of the persons authorized to call Directors' meetings.

 

 

 

 

37.

If written notice is mailed, correctly addressed to a Director's address as provided in the Corporation's current records, the notice will be deemed to have been given to that Director at the time of mailing. If written notice is sent by private carrier or if the written notice is sent by United States mail, postage prepaid and by registered or certified mail, return receipt requested, the notice will be deemed to have been given to a Director on the date shown on the return receipt. Otherwise notice is effective when received by a Director.

 

 

 

 

38.

Notice of any Directors' meeting may be waived by a Director before or after the date and time of the meeting. The waiver must be in writing, must be signed by a Director, and must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The attendance of a Director at a meeting of the Board will constitute a waiver of notice of that meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.

  

 
8

 

 

Action by Directors Without a Meeting

 

 

39.

Any action to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to it in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or committee. This filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are maintained in electronic form.

  

Remote Communication Meetings

 

 

40.

Remote communication means any electronic communication including conference telephone, video conference, the Internet, or any other method currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other.

 

 

 

 

41.

A meeting of the Board may be held by any means of remote communication by which all persons authorized to vote or take other action at the meeting can hear each other during the meeting and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting.

  

Vacancies and Newly Created Directorships

 

 

42.

When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next annual meeting of the Stockholders.

  

 
9

 

 

 

43.

If at any time, by reason of death or resignation or other cause, the Corporation should have no Directors in office, then any Officer or any Stockholder or an executor, administrator, trustee or guardian of a Stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a Stockholder, may call a special meeting of Stockholders for an election to fill the vacancy.

 

 

 

 

44.

When one or more Directors resign from the Board and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next annual meeting of the Stockholders.

 

Removal

 

 

45.

Any Director or the entire Board may be removed, with or without cause, by the holders of a majority of the stock then entitled to vote at an election of Directors at a special meeting of the Stockholders called for that purpose. No director may be removed when the votes cast against removal would be sufficient to elect the director if voted cumulatively at an election where the same total number of votes were cast.

 

Organization

 

 

46.

Meetings of the Board will be presided over by the President, or in the President's absence by a Director chosen at the meeting. The Secretary will act as secretary of the meeting, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

  

Chairman of the Board

 

 

47.

The Chairman of the Board, if present, will preside at all meetings of the Board, and exercise and perform any other authorities and duties as may be from time to time delegated by the Board.

  

 
10

 

 

Compensation

 

 

48.

The Board will, by resolution, fix the fees and other compensation for the Directors for their services as Directors, including their services as members of committees of the Board. All changes to Director compensation are subject to ratification by the Stockholders.

  

Presumption of Assent

 

 

49.

A Director of the Corporation who is present at a meeting of the Board will be presumed to have assented to an action taken on any corporate matter at the meeting unless:

  

 

a.

The Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting;

 

 

 

 

b.

The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

 

 

 

 

c.

The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within a reasonable time after adjournment of the meeting.

   

 

50.

Any right to dissent or abstain from the action will not apply to a Director who voted in favor of that action.

 
COMMITTEES

  

Appointment

 

 

51.

The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  

 
11

 

 

 

52.

In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not that member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member.

 

 

 

 

53.

The committee or committees, to the extent provided in the resolution of the Board will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters:

 

 

a.

Approving or adopting, or recommending to the Stockholders, any action or matter (other than the election or removal of Directors) expressly required by the Nevada Revised Statutes Chapter 78 to be submitted to Stockholders for approval; or

 

 

 

 

b.

Adopting, amending or repealing any Bylaw of the Corporation.

  

Tenure

 

 

54.

Each member of a committee will serve at the pleasure of the Board.

 

Meetings and Notice

 

 

55.

The method by which Directors' meetings may be called and the notice requirements for these meetings as set out in these Bylaws will apply to any committee designated by the Board as appropriate.

 

Quorum

 

 

56.

The requirements for a quorum for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.

 

Action Without a Meeting

 

 

57.

The requirements and procedures for actions without a meeting for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.

  

 
12

 

 

Resignation and Removal

 

 

58.

Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board. Any member of a committee may resign from the committee at any time by giving written notice to the Chairman of the Board of the Corporation, and unless otherwise specified in the notice, the acceptance of this resignation will not be necessary to make it effective.

 

Vacancies

 

 

59.

Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board.

 

Committee Rules of Procedure

 

 

60.

A committee will elect a presiding officer from its members and may fix its own rules of procedure provided they are not inconsistent with these Bylaws. A committee will keep regular minutes of its proceedings, and report those minutes to the Board at the first subsequent meeting of the Board.

 

OFFICERS

 

Appointment of Officers

   

 

61.

The Officers of the Corporation (individually the "Officer" and collectively the "Officers") will consist of the President, a treasurer (the "Treasurer") and the Secretary.

 

 

 

 

62.

The Officers will be appointed by the Board at the first meeting of the Directors or as soon after the first meeting of the Directors as possible, if Officers have not already been appointed. Any appointee may hold one or more offices.

  

 
13

 

 

Term of Office

 

 

63.

Each Officer will hold office until a successor is duly appointed and qualified or until the Officer's death or until the Officer resigns or is removed as provided in these Bylaws.

 

Removal

 

 

64.

Any Officer or agent appointed by the Board or by the Incorporators may be removed by the Board at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudiced by the removal.

 

Vacancies

 

 

65.

The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise.

 

President

 

 

66.

Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the President will be:

 

 

a.

To have the general management and supervision, direction and control of the business and affairs of the Corporation;

 

 

 

 

b.

To preside at all meetings of the Stockholders when the Chairman of the Board is absent;

 

 

 

 

c.

To call meetings of the Stockholders to be held at such times and at such places as the President will deem proper within the limitations prescribed by law or by these Bylaws;

 

 

 

 

d.

To ensure that all orders and resolutions of the Board are effectively carried out;

 

 

 

 

e.

To maintain records of and certify, whenever necessary, all proceedings of the Board and the Stockholders;

  

 
14

 

 

 

f.

To put the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the opinion of the President, should be executed on behalf of the Corporation; to sign certificates for the Corporation's stock; and, subject to the instructions of the Board, to have general charge of the property of the Corporation and to supervise and manage all Officers, agents and employees of the Corporation; and

 

 

 

 

g.

To perform all other duties and carry out other responsibilities as determined by the Board.

  

Treasurer

 

 

67.

Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be:

  

 

a.

To keep accurate financial records for the Corporation;

 

 

 

 

b.

To deposit all money, drafts and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board;

 

 

 

 

c.

To endorse for deposit all notes, checks, drafts received by the Corporation as instructed by the Board, making proper vouchers for them;

 

 

 

 

d.

To disburse corporate funds and issue checks and drafts in the name of the Corporation, as instructed by the Board;

 

 

 

 

e.

To submit to the President and the Board, as requested, an account of all transactions by the Treasurer and the financial condition of the Corporation;

 

 

 

 

f.

To prepare and submit to the Board annual reports detailing the financial status of the Corporation; and

 

 

 

 

g.

To perform all other duties and carry out other responsibilities as prescribed by the Board or the President.

  

 
15

 

 

Secretary

 

 

68.

The Secretary will perform the following duties:

 

 

a.

Prepare the minutes of the meetings of the Stockholders and meetings of the Board and keep those minutes in one or more books provided for that purpose;

 

 

 

 

b.

Authenticate the records of the Corporation as will from time to time be required;

 

 

 

 

c.

Ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

 

 

 

 

d.

Act as custodian of the corporate records and of the corporate seal, if any, and ensure that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;

 

 

 

 

e.

Keep a register of the post office address of each Stockholder;

 

 

 

 

f.

Sign, along with the President, certificates for stock of the Corporation, the issuance of which will have been authorized by resolution of the Board;

 

 

 

 

g.

Have general charge of the Stock Ledger of the Corporation; and

 

 

 

 

h.

Perform all duties incidental to the office of Secretary and any other duties as from time to time may be delegated to the Secretary by the President or the Board.

  

Delegation of Authority

 

 

69.

The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, notwithstanding any provision in these Bylaws.

  

 
16

 


LOANS, CHECKS, DEPOSITS, CONTRACTS

 

Loans

 

 

70.

Without authorization by a resolution of the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board for the Corporation to perform these acts can be general or specific.

  

Checks, Drafts, Notes

 

 

71.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by a designated Officer or Officers, agent or agents of the Corporation and in a manner as will from time to time be determined by resolution of the Board.

  

Deposits

 

 

72.

All funds of the Corporation not otherwise used will be deposited to the credit of the Corporation in banks, trust companies, or other depositories designated by the Board.

  

Voting Securities Held by the Corporation

 

 

73.

The President, or another Officer or agent designated by the Board will, with full power and authority attend, act, and vote, on behalf of the Corporation, at any meeting of security holders or interest holders of other corporations or entities in which the Corporation may hold securities or interests. At that meeting, the President or other delegated agent will have and execute any and all rights and powers incidental to the ownership of the securities or interests that the Corporation holds.

  

Contracts

 

 

74.

The Board may give authority to any Officer or agent, to make any contract or execute and deliver any instrument in the name of the Corporation and on its behalf, and that authority may be general or specific.

  

 
17

 

 

Conflict of Interest by Directors

 

 

75.

No contract or transaction between the Corporation and any number, but less than a majority, of its Directors or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which any number, but less than a majority, of its Directors or Officers, are directors or officers or have a financial nexus, will be void or voidable solely for this reason, or solely because that Director or Officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because any such Director's or Officer's votes are counted for that purpose, provided that one of the following conditions is met:

 

 

a.

Full disclosure of the material facts as to the Director's or Officer's relationship or interest and as to the contract or transaction are made to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors, even though the number of disinterested Directors is less than a quorum; or

 

 

 

 

b.

Full disclosure of the material facts as to the Director's or Officer's relationship or interest and as to the contract or transaction are made to the Stockholders entitled to vote on the contract or transaction, and the contract or transaction is specifically approved in good faith by the affirmative votes of a majority of the Stockholders.

 

 

76.

A contract between the Corporation and, directly or indirectly, a majority of the Directors or Officers will be void solely for this reason.

 

 

 

 

77.

A Director or Officer of the Corporation will not be disqualified as a Director or Officer for the sole reason that the Director or Officer deals or contracts with the Corporation either as a vendor, purchaser, or otherwise.

  

 
18

 

 

Loans to Employees and Officers

 

 

78.

The Corporation may lend money to, or guaranty any obligation of, or otherwise assist, any Officer or employee of the Corporation or of its subsidiary, including any Officer or employee who is a Director of the Corporation or any subsidiary of the Corporation, whenever, in the opinion of the Directors, the loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board will approve, including, without limitation, a pledge of stock of the Corporation. Nothing contained in this section is to be construed so as to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any applicable statute.

   

·
APPENDIX
Glossary

 

 

·

Bylaws - the purpose of these bylaws (the "Bylaws") is to provide rules governing the internal management of the Corporation.

 

 

 

 

·

Chairman of the Board - Once a Board of Directors has been appointed or elected by the Stockholders, the Board will then elect a chairman (the "Chairman of the Board"). The Chairman of the Board will act to moderate all meetings of the Board of Directors and any other duties and obligations as described in these Bylaws.

 

 

 

 

·

Corporate Officer - A corporate officer (individually the "Officer" and collectively the "Officers") is any individual acting for or on behalf of the Corporation. An Officer of the Corporation will usually be appointed to a specific task such as secretary, president, treasurer or other similar position. One person may hold several offices. The Officers will manage the day-to-day operations of the Corporation and report to the Board of Directors.

 

 

 

 

·

Principal Executive Office - The Principal Executive Office for the Corporation is where the President of the Corporation has an office.

 

 

 

 

·

Principal Office - The Principal Office of the Corporation is the address designated in the annual report where the executive offices of the Corporation are located.

 

 

 

 

·

Principal Place of Business - The Principal Place of Business is the address at which the Corporation conducts its primary business.

 

 

 

 

·

Registered Office - The Registered Office is the physical street address within the state where the registered agent can be contacted during normal business hours for service of process.

 

 

 

 

·

Stock Ledger - A Stock Ledger is the complete record of the owners of shares of stock in the Corporation.

 

 

19

 


renew_ex32.htm

  EXHIBIT 3.2

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 


renew_ex33.htm

 

 EXHIBIT 3.3

 

 

 

 


renew_ex34.htm

 

 EXHIBIT 3.4

 

 

 
 

 

 

 

 
 

 

 

 

 

 


renew_ex35.htm

  EXHIBIT 3.5

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 


renew_ex36.htm

  EXHIBIT 3.6

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 


renew_ex37.htm

 EXHIBIT 3.7

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 


renew_ex38.htm

 EXHIBIT 3.8

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 


renew_ex39.htm

 EXHIBIT 3.9

 

  

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 

 

 

 


renew_ex310.htm

  EXHIBIT 3.10

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 
 

 


renew_ex311.htm

 EXHIBIT 3.11

 

 

 

 
 

 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 

 


renew_ex312.htm

 EXHIBIT 3.12

 

 

 
 

 

 

 

 

 

 

 


renew_ex313.htm

  EXHIBIT 3.13

 

 

 

 

 


renew_ex314.htm

  EXHIBIT 3.14

 

 

 

 

 


renew_ex315.htm

  EXHIBIT 3.15

 

 

 

 

 


renew_ex316.htm

EXHIBIT 3.16

 

 

 

 

 


renew_ex317.htm

  EXHIBIT 3.17

 

 

 

 

 


renew_ex318.htm

  EXHIBIT 3.18

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 

 

 

 


renew_ex319.htm

 EXHIBIT 3.19

 

 

 

 

 


renew_ex320.htm

  EXHIBIT 3.20

 

 

 

 

 


renew_ex321.htm

  EXHIBIT 3.21

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 


renew_ex322.htm

EXHIBIT 3.22

 

 

 

 

 

 


renew_ex323.htm

  EXHIBIT 3.23

 

 

 

 

 
 

 

 

 

 
 

 


renew_ex101.htm

EXHIBIT 10.1

 

STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 11th day of February, 2021 by and among American Software Capital Inc. (the “Buyer”), and 808 Renewable Energy Corporation, a company formed under the laws of the State of Nevada (“Company”), Buyer and Company are referred to, individually, as a “Party” and, collectively, as the “Parties”.

 

WHEREAS, Company wishes to sell, and the Buyer wish to purchase 1.295 Billion shares of Common Stock (the “Common Stock”) of the Company in exchange for Eighty Thousand Dollars ($80,000).

 

NOW, THEREFORE, for and in consideration of the foregoing, and the representations, warranties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF COMMON STOCK

    

Section 1.1. Sale and Purchase. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Company shall sell, to Buyer, and Buyer shall purchase, the Common Stock from the Company, as set forth in Schedule A annexed hereto.

 

Section 1.2. Purchase Price. The purchase price for the Common Stock shall be the sum of Eighty Thousand ($80,000) (the “Purchase Price”).

 

ARTICLE II

THE CLOSING

 

Section 2.1. Closing. Subject to the satisfaction or waiver of each of the conditions set forth herein, the consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place at other time and on such other date as may be mutually agreed upon by the Parties (the “Closing Date”).

 

Section 2.2. Deliveries by Company.

 

(a) At the Closing, the Buyer shall deliver to the Company the following documents or instruments, in form and substance reasonably satisfactory to Buyer:

 

(i) signed copy of this Agreement.

 

(ii) such further documents as may be reasonably necessary for (i) the Company to convey and transfer to Buyer, and Buyer to acquire and accept from the Company, the Common Stock, , and (ii) Buyer to become a shareholder of the Company, or as may be otherwise reasonably requested by Buyer.

 

(iii) the certificate(s) evidencing the Common Stock.

 

(iv) upon receipt of the wire referenced in Section 2.3(a) below the Company shall provide the Buyer with verification of the dollar amount received, and date received.

 

 
1 | Page

 

   

Section 2.3. Deliveries by Buyer. At the Closing, Buyer shall deliver to the Company the following documents or instruments, in form and substance reasonably satisfactory to the Company:

 

(a) the Purchase Price.

 

(b) signed copy of this Agreement.

 

(c) such further documents as may be reasonably necessary for (i) the Company to convey to Buyer, and Buyer to acquire and accept from the Company, the Common Stock, free and clear of all Liens, and (ii) Buyer to become a shareholder of the Company, or as may be otherwise reasonably requested by the Company.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

 

Section 3.1. Representations and Warranties of Company. Company represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

 

a. Organization. The Company is a corporation organized, validly existing and in good standing under the laws of Nevada and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the attached Schedules (as hereinafter defined) are complete and correct copies of the articles of organization as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of the Company’s certificate of organization. The Company has full power, authority and legal right and has taken all action required by law, its articles of organization or otherwise to authorize the execution and delivery of this Agreement.

 

b. Capitalization. The Company has 500,000,000 shares of common stock, par value $.001, and 20,000,000 shares of preferred stock authorized. There are approximately 1,967,214 shares of common stock and no shares of preferred stock outstanding. All issued and outstanding securities of the Company have been legally issued, fully paid, are non-assessable and not issued in violation of the preemptive rights of any other person. There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character by which the Company is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any interests of the Company. There are no outstanding contractual obligations (contingent or otherwise) of the Company to retire, repurchase, redeem or otherwise acquire any outstanding shares of common stock of, or other ownership interests in, the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Company has no other securities, instruments convertible into interests, warrants or options authorized or issued.

 

 
2 | Page

 

    

c. Title and Related Matters. The Company does not own any properties, inventory, interests in properties and assets, real and personal.

 

d. Litigation and Proceedings. There are no actions, suits or proceedings pending or threatened by or against or affecting the Company, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of the Company. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality. To the knowledge of the Company, there is no fact that might result in or form the basis for any such proceeding referenced above. The Company is not subject to any orders and have not received any written opinion or memorandum or legal advice from their legal counsel to the effect that the Company is exposed, from a legal standpoint, to any liability which would be material to its business. The Company is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

 

e. Contracts. The Company is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may (as far as the Company can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of the Company. The Company is not party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $1,000 in the aggregate; (vi) collective bargaining agreement; or (vii) contract, agreement, or other commitment involving payments by it for more than $1,000 in the aggregate.

 

f. No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which the Company is party or to which any of its properties or operations are subject.

 

g. Defaults. The Company is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of the Company, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

  

 
3 | Page

 

  

h. Approval of Agreement. The directors of the Company have authorized the execution and delivery of the Agreement and have approved the transactions contemplated hereby.

 

i. Authorization and Validity of This Agreement. This Agreement and each of the related agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto, enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. The Company has all requisite legal capacity to execute and deliver this Agreement to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement, and the consummation of the transactions contemplated herein and therein have been authorized by all necessary corporate or other action on the part of the Company. This Agreement has been duly executed and delivered by the Company.

 

j. No Violation. (i) Neither the execution nor delivery of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby by the Company will directly or indirectly: (A) violate or conflict with any provision of the organizational documents of the Company; (B) result in (with or without notice or lapse of time) a violation or breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement to which the Company or any of its assets are bound or result in the creation of any liens upon the Company or any of its assets; (C) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body; (“Governmental Body”); (D) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation that relates to the Company, or any of the assets of the Company; or (E) result in cancellation, modification, revocation or suspension of any permits, licenses, registrations, consents, approvals, authorizations or certificates issued or granted by any Governmental Body which are held by or granted to the Company or which are necessary for the conduct of the Company’s business; or (F) cause the Company to become subject to, or to become liable for the payment of, any tax or cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body. (ii) the Company is not required to give any notice to or obtain any approval, consent, ratification, waiver or other authorization (a “Consent”) from any person or entity (including, without limitation, any Governmental Body) in connection with (A) the execution and delivery of this Agreement, or (B) the consummation or performance of any of the transaction contemplated herein.

 

k. Option Plans; Employee Benefits. (a) The Company does not have any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided to the Company. The Company has no commitment, whether formal or informal and whether legally binding or not, to create any additional plan, arrangement or practice. (b) The consummation of the transactions contemplated hereby will not result in (i) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from the Company or due to any Person, (ii) any increase in the amount of compensation or benefits payable to any Person or (iii) any acceleration of the vesting or timing of payment of any compensation, award or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person. No agreement, arrangement or other contract of the Company provides benefits or payments contingent upon, triggered by, or increased as a result of a change in the ownership or effective control of the Company. (c) the Company is not a party to or bound by any written or oral agreement or understanding to employ, subsequent to the Closing, any of its respective present or former directors, officers, independent contractors, consultants, agents or employees.

 

 
4 | Page

 

    

l. Employee Matters. (i) No former or current employee of the Company is a party to, or is otherwise bound by, any agreement or arrangement (including, without limitation, any confidentiality, non-competition or proprietary rights agreement) that in any way adversely affected, affects, or will affect (A) the performance of his, her or its duties to the Company, or (B) the ability of the Company to conduct its business. (ii) The Company is in compliance with all applicable laws respecting employment and employment practices, terms and conditions or employment and wages and hours, and are not engaged in any unfair labor practice. There is no labor strike, dispute, shutdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company.

 

m. Leases. The Company is not a party to any lease arrangement for any property.

 

p. Real Estate. The Company does not own any real estate.

 

q. Indebtedness to and From Officers, Directors and Shareholders. The Company is not indebted, directly or indirectly, to any person who is an officer, director or shareholder of the Company or any affiliate of any such person in any amount whatsoever including salaries for services rendered or reimbursable business expenses, all of which have been written off and reduced to zero as such reflected on the Current Final Financial Statements, and no such officer, director, stockholder or affiliate is indebted to the Company including for advances made to employees of the Company in the ordinary course of business to meet reimbursable business expenses anticipated to be incurred by such obligor.

 

Section 3.2. Representations and Warranties of Buyer. Buyer, represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

 

(a) Buyer has the requisite power to execute, deliver and perform its obligations under this Agreement and the Buyer Documents, and to consummate the transaction contemplated hereby.

     

 
5 | Page

 

 

(b) The execution and delivery by Buyer of, and the performance by Buyer of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the “Buyer Documents”) and the consummation by Buyer of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not violate, contravene or conflict with the any law, regulation, judgment, order or decree to which Buyer or any of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which Buyer’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets.

    

(c) This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

 

(d) To the best of Buyer’s knowledge, there are no Claims against or affecting Buyer that restrain or prohibit (or seek to restrain or prohibit) the consummation by Buyer of the transaction contemplated hereby.

 

(e) Buyer is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the purchase of the Common Stock.

 

(f) Buyer recognizes that the purchase of the Common Stock involves an extremely high degree of risk in that: (a) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Common Stock; (b) transferability of the Common Stock are limited and may only be accomplished in compliance with applicable securities laws and the terms of the Bylaws and Certificate of Incorporation Agreement; and (c) the Company may require substantial additional funds in the short term to operate its business and subsequent equity financings will dilute the ownership and voting interests of Buyer.

 

(g) Buyer acknowledges careful review of this Agreement.

 

(h) Buyer acknowledges that the Common Stock has not been registered under the Securities Act or the securities laws of any state and are being offered, and will be sold, pursuant to applicable exemptions from such registration for nonpublic offerings and will be sold as “restricted securities” as defined by Rule 144 promulgated pursuant to the Securities Act. The Common Stock may not be resold in the absence of an effective registration thereof under the Securities Act and applicable state securities laws unless, in the opinion of the Company’s counsel, an applicable exemption from registration is available.

 

(i) The Buyer is acquiring the Common Stock for its own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act, in a manner which would require registration under the Securities Act or any state securities laws.

 

 
6 | Page

 

    

(j) The Buyer understands and acknowledges that the Common Stock will bear the following legend:

 

 

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION THEREOF UNDER THE SECURITIES ACT OF 1933 AND/OR THE SECURITIES ACT OF ANY STATE HAVING JURISDICTION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR ACTS.

 

  

(k) Buyer acknowledges that an investment in the Company is not liquid and is transferable only under limited conditions. Buyer acknowledges that it is able to protect its interests in connection with the acquisition of the Common Stock and can bear the economic risk of investment in such securities without producing a material adverse change in the Buyer’s financial condition. Buyer has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Common Stock.

 

(l) By its execution of this Agreement, Buyer represents and warrants to the Company as indicated on its signature page to this Subscription Agreement, that the Buyer is, and will be at the Closing an “accredited investor” as defined in Rule 501(a) under the Securities Act. Buyer (i) has adequate means of providing for Buyer’s current needs and possible contingencies and Buyer has no need for liquidity of Buyer’s investment in the Common Stock; (ii) can bear the economic risk of losing the entire amount of Buyer’s investment in the Common Stock:, and (iii) has such knowledge and experience that Buyer is capable of evaluating the relative risks and merits of this investment. The purchase of the Common Stock is consistent, in both nature and amount, with Buyer’s overall investment program and financial condition.

 

ARTICLE IV

CONDITIONS TO CLOSING

 

Section 4.1. Conditions Precedent to Obligations of Company. The obligation of the Company to sell and transfer the Common Stock and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 4.1. Company may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.

 

(a) All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date;

 

 
7 | Page

 

    

(b) Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement, to be performed or complied with by Buyer prior to or on the Closing Date; and

 

(c) Buyer shall have paid the Purchase Price to the Company in accordance with Section 1.2 hereof.

 

Section 4.2. Conditions Precedent to Obligations of Buyer. The obligation of Buyer to purchase the Common Stock and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 4.2. Buyer may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.

 

(a) All representations and warranties of the Company contained in this Agreement or in any of the Company Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date;

 

(b) The Company shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement including but not limited to those contained in Section 2.2 above, to be performed or complied with by the Company prior to or on the Closing Date;

 

(c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing;

 

(d) The Company shall have conveyed the Common Stock to Buyer in accordance with this Agreement.

 

(e) William Bossung shall have cancelled and terminated 96,500,005 shares of common stock of the Company.

 

(f) William Bossung shall resign his current positions as President, Chief Financial Officer, Secretary, of the Company.

 

(g) David Chen shall be named President, Chief Executive Officer and Director of the Company.

 

(h) Peter Chen shall be named Chief Financial Officer and a Director of the Company.

 

ARTICLE V

MISCELLANEOUS

 

Section 5.1. Notices. All notices, requests, consents, demands and other communications required or permitted to be given under this Agreement (collectively, “Notices”) shall be in writing, be in the English language and be sent by certified or registered mail (return receipt requested), reputable overnight courier service, hand or confirmed facsimile. Notices shall be deemed to have been properly given and made five (5) business days after having been sent by mail, two (2) business days after having been sent by courier service, and one (1) business day after having been sent by hand or facsimile, in each case in compliance with this Section 5.1.

 

 
8 | Page

 

    

Section 5.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its choice-of-law and conflicts-of-laws rules.

 

Section 5.3. Attorneys/Waiver. Each of the Parties shall be deemed to have participated in the drafting of this Agreement and have had the opportunity to consult with counsel of their choosing. Counsel to the Buyer shall not be deemed as representing the Company.

 

Section 5.4. Entire Agreement. This Agreement contains and constitutes the entire agreement of or among the Parties with respect to the subject matter of this Agreement, and supersedes all other prior or contemporaneous understandings, communications, commitments, undertakings, representations and agreements, oral or written, expressed or implied, of or among the Parties with respect to the subject matter of this Agreement.

 

Section 5.5. Construction. The Parties have each participated in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

 

Section 5.6. Counterparts. This Agreement may be executed in any number of counterparts and such counterparts may be exchanged by means of electronic mail or facsimile transmission, and each of such counterparts shall be deemed an original but all of them together shall constitute one and the same instrument. In the event that counterparts of this Agreement are executed and exchanged by electronic mail or facsimile transmission, the Parties shall endeavor to exchange original executed counterparts of this Agreement.

  

[SIGNATURES ON FOLLOWING PAGE]

  

 
9 | Page

 

   

IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed and delivered by their duly authorized representatives as of the date first written above.

 

Company

808 Renewable Energy Corporation

 

 

 

By:

 

 

Name:

William Bossung

 

 

Title:

President

 

 

 
10 | Page

 

   

STOCK PURCHASE AGREEMENT

BUYER’S SIGNATURE PAGE

 

IN WITNESS WHEREOF, the Buyer set forth below has caused this Stock Purchase Agreement to be duly executed and delivered as of the date first written above, and elects to purchase such number of Common Stock at the Purchase Price as set forth below.

 

# of shares of Common Stock Purchased

 

 

Purchase Price

 

 

1,295,000,000

 

 

$ 80,000

 

 

BUYER

American Software Capital, Inc.

     
By:

Name: David Chen, President

 
   

Address:

 

 

 

 

 

 

 

 

     

 
11 | Page

 


renew_ex102.htm

 EXHIBIT 10.2

  

PROMISSORY NOTE 

 

$1,000,000

Date of Issuance: March 1, 2021

 

808 Renewable Energy Corporation (the “Borrower”), for value received hereby promises to pay to American Software Capital Inc., or its assigns (the “Holder”), the principal sum of One Million Dollars ($1,000,000), or such lesser amount as shall equal the then outstanding principal amount hereof, inclusive of accrued and unpaid interest on such outstanding principal amount at the rate of three percent (3%) per annum, as set forth below, on March 1, 2023 (“Maturity”). Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder, or, if requested in writing by the Holder, by wire transfer in accordance with the Holder’s instructions.

 

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

 

1. Payment of Principal and Interest.

 

(a) Payment in Full on Maturity. Unless this Note sooner becomes due and payable under Section 2 hereof, all outstanding principal of and accrued but unpaid interest on this Note shall be paid in full on Maturity.

 

(b) Interest. Three percent (3%) per annum interest shall accrue on the outstanding principal amount of this Note commencing as of March 1, 2021.

 

2. Events of Default. If one or more of the following events (each an “Event of Default”) shall occur:

 

(a) Borrower shall fail to pay in full any principal or other amounts due to Holder under this Note upon Maturity;

 

(b) Borrower shall default in the performance of or compliance with any covenant, agreement or other obligation of Borrower contained in this Note that is not remedied, waived or cured within 15 business days following such default in performance or noncompliance;

 

(c) any representation or warranty of the Borrower contained herein shall prove to have been false or incorrect in any material respect as of the date of this Note;

 

(d) Borrower shall have an uncured default for more than 30 days (as principal, guarantor or other surety) in the payment of any principal of, premium (if any) or interest on any indebtedness for borrowed money to any other party, or shall default in the performance of or compliance with any other obligation contained in the documentation evidencing or securing any such other indebtedness, and in connection with such default such indebtedness becomes due and payable prior to the date it would otherwise become due and payable, or the Borrower shall fail to pay such indebtedness at its stated maturity;

 

(e) other than on terms approved beforehand by the Holder, the Borrower shall institute proceedings to be adjudicated as bankrupt or insolvent, or shall consent to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under Title XI of the United States Code, or any other applicable federal or state law, or shall consent to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Borrower, or of any substantial part of its property, or shall make an assignment for the benefit of creditors, or shall take corporate action in furtherance of any such action;

 

 
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(f) within 30 days after the commencement of an action against the Borrower (and service of process in connection therewith on the Borrower) seeking any bankruptcy, reorganization, liquidation, dissolution, or similar relief under any present or future statute, law, or regulation, such action shall not have been resolved in favor of the Borrower or all orders or proceedings thereunder affecting the operations or the business of the Borrower stayed, or the stay of any such order or proceeding shall thereafter be set aside, or within 30 days after the appointment without the consent or acquiescence of the Borrower of any trustee, receiver or liquidator of the Borrower, such appointment shall not have been vacated;

 

(g) entry of a final judgment in excess of $500,000 (excluding insured portions) against the Borrower or for which the Borrower is otherwise responsible that is not stayed, bonded or discharged within 30 days; or

 

(h) any plan of liquidation or dissolution or winding up is adopted by the Borrower’s board of directors or stockholders or the Borrower is involuntarily dissolved or otherwise wound up;

 

then, upon the occurrence of any Event of Default described in paragraph (a), (d), (e), (f), or (h) above, all outstanding principal of this Note and all accrued but unpaid interest thereon shall be accelerated automatically, without any further action by any party, and shall become immediately due and payable notwithstanding any other provision of this Note, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower; and upon the occurrence of any other Event of Default described in the other paragraphs above, the Holder may, at the Holder’s option exercisable at any time thereafter, by notice to the Borrower in writing, accelerate this Note and declare the entire outstanding principal balance of this Note and all accrued but unpaid interest thereon immediately due and payable, without presentment, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Borrower. The Holder may enforce its rights under this Note and otherwise at law or in equity or both, all remedies available to the Holder under this Note or otherwise shall be cumulative, and no course of dealing between the Borrower and the Holder or any delay or omission in exercising any power or right shall operate as a waiver thereof. The Borrower shall notify the Holder immediately in writing of the occurrence of any Event of Default, which notification shall include a summary of the material facts relating to such Event of Default and shall specify the date on which such Event of Default occurred.

 

3. Assignment. The rights and obligations of the Borrower and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

4. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Borrower and the Holder. Any amendment, waiver, modification or consent entered into pursuant to this Section 5 shall be effective only in the specific instance and for the specific purpose for which it was given.

 

5. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery; upon confirmed transmission by telecopy or telex if sent during normal business hours of the recipient (or if not, on the next business day of the recipient); three days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or otherwise upon delivery by hand or by messenger or one day after deposit with a nationally recognized courier service, addressed (a) if to the Holder, American Software Capital Inc.——————-, or to such other address as the Holder shall have furnished to the Borrower in writing, or (b) if to the Borrower, 808 Renewable Energy Corporation, 850 Tidewater Shores Loop, Suite 402, Bradenton Florida 34208, Attention:, President, or to such other addresses as the Borrower shall have furnished to the Holder.

 

6. No Rights of a Stockholder. Nothing contained in this Note shall be construed as conferring upon the Holder or any other person the right to vote or consent or to receive notice as a stockholder of the Borrower in respect of meetings of stockholders for the election of directors of the Borrower or any other matters or any rights whatsoever as a stockholder of the Borrower.

 

 
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7. Governing Law. The Agreement shall be governed by, and construed under, the laws of the State of Florida.

 

8. Collection Costs. The Borrower shall pay on demand all reasonable costs and expenses, including without limitation reasonable fees and expenses of counsel, incurred by the Holder in connection with enforcement of its rights under this Note.

 

9. Lost, Stolen or Mutilated Note. If this Note is lost, stolen, mutilated or destroyed, the Borrower will, on such reasonable terms with respect to indemnity or otherwise as it may in its discretion impose, issue a new note of like denomination, tenor, and date as this Note. Any such new note shall constitute an original contractual obligation of the Borrower, and the lost, stolen, mutilated or destroyed, as applicable, Note shall be null and void.

 

10. Counterparts. This Note may be executed in counterparts, each of which shall be enforceable against the party actually executing such counterpart, and which together shall constitute one instrument.

 

 
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This Note has been executed and delivered as of the date first above written.

 

BORROWER: 808 Renewable Energy Corporation

     
By:

 

Peter Yaugh Chen, CFO  
   

HOLDER: American Software Capital Inc.

 

 

 

 

By:

 

 

 

David Chen, President

 

  

 
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renew_ex103.htm

EXHIBIT 10.3

 

 

LIMITED LIABILITY COMPANY

MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

THIS AGREEMENT (this “Agreement”) is made and entered into as of this 15th day of March, 2021 by and among 808 Renewable Energy Corporation (referred to as the “Buyer”), and SilverLight Aviation, LLC, a limited liability company formed under the laws of the State of Florida (“Company”), Buyer and Company are referred to, individually, as a “Party” and, collectively, as the “Parties”.

 

WHEREAS, Company wishes to sell, and the Buyer wish to purchase fifty five percent of the Membership Interests (the “Purchased Membership Interests”) of the Company in exchange for One Million Dollars ($1,000,000).

 

NOW, THEREFORE, for and in consideration of the foregoing, and the representations, warranties and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

ARTICLE I

SALE AND PURCHASE OF MEMBERSHIP INTERESTS

 

Section 1.1. Sale and Purchase. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Company shall sell, to Buyer, and Buyer shall purchase, the Purchased Membership Interests from the Company. The Company agrees to utilize the proceeds from the transaction contemplated herein as follows: (a) Five Hundred Seventy Thousand Dollars ($570,000) to expand the operations of the Company, (b) Three Hundred Thousand ($300,000) to buy back Thirty Five (35%) percent of the Membership Interests of the Company from Abid Farooqui, and (c) the remaining One Hundred Thirty Thousand Dollars ($130,000) to satisfy all outstanding liabilities and buy back Ten Percent (10%) of the Company’s Membership Interests from existing member Christopher Murphy.

 

Section 1.2. Purchase Price. The purchase price for the Purchased Membership Interests shall be the sum of One Million ($1,000,000) (the “Purchase Price”).

 

ARTICLE II

THE CLOSING

 

Section 2.1. Closing. Subject to the satisfaction or waiver of each of the conditions set forth herein, the consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place at such other time and on such other date as may be mutually agreed upon by the Parties (the “Closing Date”).

 

Section 2.2. Deliveries by Company. At the Closing, the Buyer shall deliver to the Company the following documents or instruments, in form and substance reasonably satisfactory to Buyer:

 

(a) signed copy of this Agreement.

 

 
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(b) such further documents as may be reasonably necessary for (i) the Company to convey and transfer to Buyer, and Buyer to acquire and accept from the Company, the Purchased Membership Interests, and (ii) Buyer to become a member of the Company, or as may be otherwise reasonably requested by Buyer.

 

(c) the certificate(s) evidencing the Purchased Membership Interests.

 

(d) upon receipt of the wire referenced in Section 2.3(a) below the Company shall provide the Buyer with written verification of the dollar amount received, and date received.

 

(e) such documents referenced in Article IV below to be provided as a condition to Closing.

 

Section 2.3. Deliveries by Buyer. At the Closing, Buyer shall deliver to the Company the following documents or instruments, in form and substance reasonably satisfactory to the Company:

 

(a) the Purchase Price.

 

(b) signed copy of this Agreement.

 

(c) such further documents as may be reasonably necessary for (i) the Company to convey to Buyer, and Buyer to acquire and accept from the Company, the Purchased Membership Interests, free and clear of all Liens, and (ii) Buyer to become a member of the Company, or as may be otherwise reasonably requested by the Company.

 

(e) such documents referenced in Article IV below to be provided as a condition to Closing.

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

 

Section 3.1. Representations and Warranties of Company. Company represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:

 

a. Organization. The Company is a limited liability duly organized, validly existing and in good standing under the laws of Florida and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the attached Schedules (as hereinafter defined) are complete and correct copies of the articles of organization as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of The Company’s certificate of organization. The Company has full power, authority and legal right and has taken all action required by law, its articles of organization or otherwise to authorize the execution and delivery of this Agreement.

 

 
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b. Capitalization. All issued and outstanding securities of the Company have been legally issued, fully paid, are non-assessable and not issued in violation of the preemptive rights of any other person. There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character by which the Company is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any interests of the Company. There are no outstanding contractual obligations (contingent or otherwise) of the Company to retire, repurchase, redeem or otherwise acquire any outstanding membership interests of, or other ownership interests in, the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity. The Company has no other securities, instruments convertible into interests, warrants or options authorized or issued.

 

c. Subsidiaries. The Company does not directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise. The Company does not have any direct or indirect interests of stock ownership or otherwise in any corporation, partnership, joint venture, firm, association or business enterprise, and is not party to any agreement to acquire such an interest.

 

d. Tax Matters; Books & Records.

 

(i) All Tax Returns required to be filed by or on behalf of The Company have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; all Taxes of The Company required to have been paid (whether or not reflected on any Tax Return) has been fully and timely paid; no waivers of statutes of limitation have been given or requested with respect to the Company in connection with any Tax Returns covering The Company or with respect to any Taxes payable by it; no Governmental Body in a jurisdiction where The Company does not file Tax Returns has made a claim, assertion or threat to The Company that The Company is or may be subject to taxation by such jurisdiction; The Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws; there are no Liens with respect to Taxes on the property or assets of the Company other than Permitted Liens; there are no Tax rulings, requests for rulings, or closing agreements relating to the Company for any period (or portion of a period) that would affect any period after the date hereof; and any adjustment of Taxes of the Company made by a Governmental Body in any examination that The Company is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by the Company are true, correct and complete.

 

(ii) Neither the Company nor any other Person on behalf of the Company (i) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of provincial, local or foreign law; or (ii) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of provincial, local or foreign law.

 

 
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(iii) There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return filed or required to be filed by the Company, nor is any such claim or dispute pending or contemplated. The Company has made available to Buyer true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by the Company, and any and all correspondence with respect to the foregoing. The Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Body in connection with any Tax matter.

 

(iv) The books and records, financial and others, of the Company are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

 

e. Information. The information concerning the Company as set forth in this Agreement is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

 

f. Title and Related Matters. The Company has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances. The Company owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever, any and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with its business. No third party has any right to, and the Company has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of the Company or any material portion of their properties, assets or rights. The Company owns or holds under valid leases or other rights to use all real property, plants, machinery, equipment and all assets necessary for the conduct of its business as presently conducted, except where the failure to own or hold such property, plants, machinery, equipment and assets would not have a Material Adverse Effect on the Company. No Person other than The Company owns or has any right to the use or possession of the assets used in the Company's business.

 

g. Litigation and Proceedings. There are no actions, suits or proceedings pending or threatened by or against or affecting the Company, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of the Company. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality. To the knowledge of the Company, there is no fact that might result in or form the basis for any such proceeding referenced above. The Company is not subject to any orders and have not received any written opinion or memorandum or legal advice from their legal counsel to the effect that the Company is exposed, from a legal standpoint, to any liability which would be material to its business. The Company is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

 

 
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h. Contracts. The contracts of the Company are valid and binding agreements of the Company, and are in full force and effect and are enforceable in accordance with their terms. Except as would not have a material adverse effect, the Company is not in breach or default of any of its contracts to which it is a party and, to the knowledge of the Company, no other party to any of its contracts is in breach or default thereof. Except as would not have a material adverse effect, no event has occurred or circumstance has existed that (with or without notice or lapse of time) would (i) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any of its contracts or (ii) permit the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any of its contracts. The Company has not received any notice and have no knowledge of any pending or threatened cancellation, revocation or termination of any of its contracts to which it is a party, and there are no renegotiations of, or attempts to renegotiate.

 

The Company is not party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may (as far as The Company can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of the Company; and

 

The Company is not party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $1,000 in the aggregate; (vi) collective bargaining agreement; or (vii) contract, agreement, or other commitment involving payments by it for more than $1,000 in the aggregate.

 

i. No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which The Company is party or to which any of its properties or operations are subject.

 

j. Defaults. The Company is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of the Company, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which the Company has not taken adequate steps to prevent such a default from occurring.

 

 
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k. Governmental Authorizations. The Company possesses from the appropriate Governmental Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for it to engage in its business as currently conducted and to permit it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, "Permits"). The Company has not received any written notice from any Governmental Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for the Company to engage in its business as currently conducted and to permit the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. The Permits are valid and in full force and effect. No event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Permit. The Company has not received any written notice from any Governmental Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Permit. All applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Persons.

 

l. Compliance With Laws and Regulations. The business and operations of the Company have been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental body for the conduct of the business as presently conducted or the ownership of the assets of the Company. The Company is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its organizational documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Company is a party or by which any of the Company's properties, assets or rights are bound or affected. No other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Company is not subject to any obligation or restriction of any kind or character, nor is there any event or circumstance relating to the Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Company from entering into this Agreement or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, or the consummation of the transactions contemplated hereby or thereby.

 

 
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m. Approval of Agreement. The directors/managers of The Company have authorized the execution and delivery of the Agreement and have approved the transactions contemplated hereby.

 

n. Authorization and Validity of This Agreement. This Agreement and each of the related agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto, enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. The Company has all requisite legal capacity to execute and deliver this Agreement to which it is a party, and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement, and the consummation of the transactions contemplated herein and therein have been authorized by all necessary corporate or other action on the part of the Company. This Agreement has been duly executed and delivered by the Company.

 

o. No Violation. (i) Neither the execution nor delivery of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby by the Company will directly or indirectly: (A) violate or conflict with any provision of the organizational documents of the Company; (B) result in (with or without notice or lapse of time) a violation or breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement to which the Company or any of its assets are bound or result in the creation of any liens upon the Company or any of its assets; (C) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body; ("Governmental Body"); (D) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation that relates to the Company, or any of the assets of the Company; or (E) result in cancellation, modification, revocation or suspension of any permits, licenses, registrations, consents, approvals, authorizations or certificates issued or granted by any Governmental Body which are held by or granted to the Company or which are necessary for the conduct of the Company's business; or (F) cause the Company to become subject to, or to become liable for the payment of, any tax or cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body. (ii) The Company is not required to give any notice to or obtain any approval, consent, ratification, waiver or other authorization (a "Consent") from any person or entity (including, without limitation, any Governmental Body) in connection with (A) the execution and delivery of this Agreement, or (B) the consummation or performance of any of the transaction contemplated herein.

 

 
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p. Intellectual Property. The Company owns, or has the right to use under agreements (“Intellectual Property Rights Agreements”), all of the patents, patent applications, design patents and applications therefore, trademarks, service marks, trademark and service mark applications, trade names, copyright registrations and licenses (the “Intellectual Property Rights”) currently used by the Company or necessary for the conduct of the Company’s business as currently conducted and has taken all actions reasonable in light of its financial position to protect the Intellectual Property Rights. The business conducted or proposed to be conducted by the Company does not and will not cause the Company to infringe or violate any of the patents, trademarks, service marks, trade names, copyrights, mask-works, licenses, trade secrets, processes, data, know-how or other intellectual property rights of any other Person, and does not and will not require the Company to obtain any license or other agreement to use any patents, trademarks, service marks, trade names, copyrights, mask-works, licenses, trade secrets, processes, data, know-how or other intellectual property rights or patents of others, except for licenses or agreements that can be obtained in the ordinary course of business without unreasonable effort, delay, cost or expense. The Intellectual Property Rights Agreements are valid, binding and in full force and effect and the Company is neither in breach under any of the Intellectual Property Rights Agreements nor have any knowledge of any claim for breach under any Intellectual Property Rights Agreements by the other parties thereto.

 

There is no person who is challenging, infringing on, or otherwise violating any right of the Company with respect to any Intellectual Property Rights. The Company has not received any notice or otherwise has Knowledge of any pending claim, order or proceeding with respect to any Intellectual Property Rights used by the Company; and no Intellectual Property Rights owned or used by the Company are being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property Rights.

 

q. Option Plans; Employee Benefits. (a) The Company does not have any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided to the Company. The Company has no commitment, whether formal or informal and whether legally binding or not, to create any additional plan, arrangement or practice. (b) The consummation of the transactions contemplated hereby will not result in (i) any payment (including, without limitation, severance, unemployment compensation or bonus payments) becoming due from the Company or due to any Person, (ii) any increase in the amount of compensation or benefits payable to any Person or (iii) any acceleration of the vesting or timing of payment of any compensation, award or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of the Company in favor of any Person. No agreement, arrangement or other contract of the Company provides benefits or payments contingent upon, triggered by, or increased as a result of a change in the ownership or effective control of the Company. (c) The Company is not a party to or bound by any written or oral agreement or understanding to employ, subsequent to the Closing, any of its respective present or former directors, officers, independent contractors, consultants, agents or employees.

 

r. Employee Matters. (i) No former or current employee of the Company is a party to, or is otherwise bound by, any agreement or arrangement (including, without limitation, any confidentiality, non-competition or proprietary rights agreement) that in any way adversely affected, affects, or will affect (A) the performance of his, her or its duties to the Company, or (B) the ability of the Company to conduct its business. (ii) The Company is in compliance with all applicable laws respecting employment and employment practices, terms and conditions or employment and wages and hours, and are not engaged in any unfair labor practice. There is no labor strike, dispute, shutdown or stoppage actually pending or, to the knowledge of the Company, threatened against or affecting the Company.

 

 
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s. Environmental and Safety Matters. (i) The Company has at all time been and is in compliance with all Environmental Laws and Orders. (ii) There are no Proceedings pending or threatened against the Company alleging the violation of any Environmental Law or Environmental Permit applicable to the Company or alleging that the Company is a potentially responsible party for any environmental site contamination. The Company is not aware of, or has ever received notice of, any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, or hazardous or toxic material or waste. (iii) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations to notify or obtain the consent of any Governmental Body or third Persons under any Environmental Laws applicable to the Company.

 

t. Inventories and Personal Property. (i) The Company has good and marketable title to its Assets and Personal Property free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions, except for liens, if any, for personal property taxes not due. (ii) no officer, director, member or employee of the Company, nor any spouse, child or other relative or affiliate thereof, owns directly or indirectly, in whole or in part, any of the Personal Property.

 

u. Intentionally Omitted.

 

v. Leases. Except for the lease for the hangar and manufacturing, the Company is not a party to any lease arrangement for any property.

 

w. Real Estate. The Company does not own any real estate.

 

x. Indebtedness to and From Officers, Managers, Directors and Members. The Company is not indebted, directly or indirectly, to any person who is an officer, director or member of the Company or any affiliate of any such person in any amount whatsoever including salaries for services rendered or reimbursable business expenses, all of which have been written off and reduced to zero as such reflected on the Current Final Financial Statements, and no such officer, director, stockholder or affiliate is indebted to The Company including for advances made to employees of the Company in the ordinary course of business to meet reimbursable business expenses anticipated to be incurred by such obligor. The Company is currently indebted to Abid Farooqui in the amount of $40,000. Mr. Farooqui has agreed to assume all liabilities relating to the Company’s obligations to Craig Blackburn.

 

 
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Section 3.2. Representations and Warranties of Buyer. Buyer, represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

 

(a) Buyer has the requisite power to execute, deliver and perform its obligations under this Agreement and the Buyer Documents, and to consummate the transaction contemplated hereby.

 

(b) The execution and delivery by Buyer of, and the performance by Buyer of its obligations under, this Agreement and any other agreements, statements, certificates, instruments or other documents to be executed and delivered by Buyer at the Closing pursuant to this Agreement (collectively, the “Buyer Documents”) and the consummation by Buyer of the transaction contemplated hereby (i) have been or will be duly authorized and approved by all necessary action of Buyer, (ii) do not and will not require any further or additional consent, approval or authorization of Buyer, (iii) do not and will not violate, contravene or conflict with the any law, regulation, judgment, order or decree to which Buyer or any of its assets are subject, (iv) do not and will not require the consent, approval, waiver, clearance, permit, license or authorization of, by or from, any filing with, or any notice to, any Person (beyond that which has already been obtained), (v) do not and will not result in a breach of, or constitute a default under, any contract, instrument, commitment or arrangement to which Buyer is a party, by which Buyer is bound or to which Buyer’s assets are subject, and (vi) do not and will not result in the imposition of a Lien on any of Buyer’s assets.

 

(c) This Agreement constitutes and each of the other Buyer Documents will constitute the legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium, insolvency, reorganization or other similar laws affecting or limiting the enforcement of creditors’ rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

 

(d) To the best of Buyer’s knowledge, there are no Claims against or affecting Buyer that restrain or prohibit (or seek to restrain or prohibit) the consummation by Buyer of the transaction contemplated hereby.

 

(e) Buyer is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto, and to protect its own interests in connection with the purchase of the Purchased Membership Interests.

 

(f) Buyer recognizes that the purchase of the Purchased Membership Interests involves an extremely high degree of risk in that: (a) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Purchased Membership Interests; (b) transferability of the Purchased Membership Interests are limited and may only be accomplished in compliance with applicable securities laws and the terms of the Operating Agreement; and (c) the Company may require substantial additional funds in the short term to operate its business and subsequent equity financings will dilute the ownership and voting interests of Subscriber.

 

(g) The Buyer acknowledges careful review of this Agreement.

    

 
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ARTICLE IV

CONDITIONS TO CLOSING

 

Section 4.1. Conditions Precedent to Obligations of Company. The obligation of the Company to sell and transfer the Purchased Membership Interests and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 4.1. Company may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.

 

(a) All representations and warranties of Buyer contained in this Agreement or in any of the Buyer Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date;

 

(b) Buyer shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement, to be performed or complied with by Buyer prior to or on the Closing Date;

 

(c) Buyer shall have paid the Purchase Price to the Company in accordance with Section 1.2 hereof.

 

Section 4.2. Conditions Precedent to Obligations of Buyer. The obligation of Buyer to purchase the Purchased Membership Interests and to consummate the transaction contemplated by this Agreement shall be subject to the satisfaction, at or prior to the Closing, of all of the conditions precedent set forth in this Section 4.2. Buyer may waive any or all of these conditions, in whole or in part, without prior notice, in its sole and absolute discretion.

 

(a) All representations and warranties of the Company contained in this Agreement or in any of the Company Documents shall be true and correct in all material respects as of the date hereof or thereof and as of the Closing Date;

 

(b) The Company shall have performed and complied with, in all material respects, all covenants, obligations and conditions required by this Agreement including but not limited to those contained in Section 2.2 above, to be performed or complied with by the Company prior to or on the Closing Date;

 

(c) No injunction, order or decree of any Governmental Authority shall be in effect which restrains or prohibits the consummation of the transaction contemplated by this Agreement at the Closing;

 

(d) The Company shall have conveyed the Purchased Membership Interests to Buyer in accordance with this Agreement.

 

 
11 | Page

 

 

(e) As selected by the Buyer, the Company shall appoint a President, Chief Executive Officer and a majority of the managers.

 

(f) The Company shall have entered into an employment agreement with Abid Farooqui.

 

(g) The Company shall obtain the written agreement to buy back forty five percent (45%) of its outstanding Membership Interests from existing member Abid Farooqui, and Ten Percent (10%) of the Company’s Membership Interests from existing member Christopher Murphy.

 

(h) The Company shall obtain the written agreement to satisfy all outstanding liabilities.

 

ARTICLE V

MISCELLANEOUS

 

Section 5.1. Notices. All notices, requests, consents, demands and other communications required or permitted to be given under this Agreement (collectively, “Notices”) shall be in writing, be in the English language and be sent by certified or registered mail (return receipt requested), reputable overnight courier service, hand or confirmed facsimile. Notices shall be deemed to have been properly given and made five (5) business days after having been sent by mail, two (2) business days after having been sent by courier service, and one (1) business day after having been sent by hand or facsimile, in each case in compliance with this Section 5.1. Notices shall be addressed to the intended recipient at its address set forth below or to such other address as the intended recipient designates in writing to the other Parties:

 

If to Company:

 

SilverLight Aviation, LLC

39514 Aviation Avenue

Zephyrhills, FL 33542

 

If to Buyer: At such address listed for such Buyer on such Buyer Signature Page.

 

Section 5.2. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to its choice-of-law and conflicts-of-laws rules.

 

Section 5.3. Attorneys/Waiver. Each of the Parties shall be deemed to have participated in the drafting of this Agreement and have had the opportunity to consult with counsel of their choosing. Counsel to the Buyer shall not be deemed as representing the Company.

 

Section 5.4. Entire Agreement. This Agreement contains and constitutes the entire agreement of or among the Parties with respect to the subject matter of this Agreement, and supersedes all other prior or contemporaneous understandings, communications, commitments, undertakings, representations and agreements, oral or written, expressed or implied, of or among the Parties with respect to the subject matter of this Agreement.

 

 
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Section 5.5. Construction. The Parties have each participated in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

 

Section 5.6. Counterparts. This Agreement may be executed in any number of counterparts and such counterparts may be exchanged by means of electronic mail or facsimile transmission, and each of such counterparts shall be deemed an original but all of them together shall constitute one and the same instrument. In the event that counterparts of this Agreement are executed and exchanged by electronic mail or facsimile transmission, the Parties shall endeavor to exchange original executed counterparts of this Agreement.

 

[SIGNATURES ON FOLLOWING PAGE]

  

 
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IN WITNESS WHEREOF, the Parties have caused this Limited Liability Company Membership Interest Purchase Agreement to be duly executed and delivered by their duly authorized representatives as of the date first written above.

 

Buyer

808 Renewable Energy Corporation

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

Company

SilverLight Aviation, LLC

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

14 | Page

 


renew_ex104.htm

EXHIBIT 10.4

 

ASSET PURCHASE AGREEMENT

 

by and among

 

Atelier de Motelage RB Inc.

 

as Seller,

 

and

 

808 Renewable Energy Corporation

 

as Buyer

 

 
1

 

 

DISCLOSURE SCHEDULES

 

2.01 Assets

 

 
2

 

 

ASSET PURCHASE AGREEMENT

 

This Asset Purchase Agreement (this “Agreement”) is entered into on May 3, 2021 (the “Agreement Date”), by and among (a) Atelier de Motelage RB Inc., (referred to as the “Seller”), and (b) 808 Renewable Energy Corporation ( referred to as the “Buyer”). Each of the above referenced parties is sometimes herein referred to individually as a “Party” and, collectively, as the “Parties.”

 

WHEREAS, Seller is the owner of certain assets of related to reverse trikes (the “Business”);

 

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, certain assets related to reverse trikes of the Business, subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

ARTICLE I

 
DEFINITIONS

 

Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

 

Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

 

Affiliated Group” means a group of Persons that elects, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group, combined group, unitary group, or other group recognized by applicable U.S. federal, state, local or foreign Laws relating to Taxes or Tax Returns.

 

Agreement” has the meaning set forth in the preamble.

 

Agreement Date” has the meaning set forth in the preamble.

 

Basis” means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

 

Books and Records” has the meaning set forth in Section 2.01(k).

 

Business” has the meaning set forth in the recitals.

 

Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, USA are authorized or required by Law to be closed for business.

 

Buyer” has the meaning set forth in the preamble.

 

 
3

 

 

Buyer Indemnified Party” has the meaning set forth in Section 9.02.

 

CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

 

Closing” has the meaning set forth in Section 3.01.

 

Closing Date” has the meaning set forth in Section 3.01.

 

Closing Deadline” has the meaning set forth in Section 3.01.

 

Code” means the Internal Revenue Code of 1986, as amended.

 

Commerce” means the U.S. Department of Commerce.

 

Competing Business” means any business which manufactures, distributes, designs, creates, or sells products or provides services that compete directly with those distributed, manufactured, designed, sold, developed, in development, or provided by Buyer as of immediately after the Closing or at any time during the thirty-six (36) month period immediately preceding the Closing.

 

Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

 

Customs and International Trade Laws” means any Law, concerning the importation, exportation, re-exportation, or deemed exportation of products, technical data, technology or services, and the terms and conduct of transactions and making or receiving of payment related to such importation, exportation, re-exportation or deemed exportation, including, as applicable, the Tariff Act of 1930, as amended, and other Laws, regulations, and programs administered or enforced by Commerce, the U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, and their predecessor agencies, the Export Administration Regulations, including related restrictions with regard to transactions involving Persons on the Commerce Denied Persons List or Entity List, the Arms Export Control Act, as amended, the International Traffic in Arms Regulations (the “ITAR”), including related restrictions with regard to transactions involving Persons on the Debarred List, the International Emergency Economic Powers Act, as amended, the Trading With the Enemy Act, as amended, the embargoes and restrictions administered by OFAC, Executive Orders regarding embargoes and restrictions on transactions with designated countries and entities, including Persons designated on OFAC’s list of Specially Designated Nationals and Blocked Persons and the anti-boycott regulations administered by Commerce and the U.S. Department of the Treasury.

 

Data Laws” means Laws applicable to data privacy, data security or personal information, including the Federal Trade Commission’s Fair Information Principles, as well as industry standards applicable to Seller or the Business.

 

Disclosure Schedules” means the Disclosure Schedules delivered by Seller concurrently with the execution and delivery of this Agreement.

 

Dollars” or “$” means the lawful currency of the United States.

 

 
4

 

 

Environmental Claim” means any Action, Governmental Order, Lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging Liability of whatever kind or nature (including Liability or responsibility for the costs of enforcement Actions, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

 

Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata) or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes the following (including their implementing regulations and any state analogs): CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq., the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq., the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq., the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.

 

Environmental Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

 

Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

 

ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

 

ERISA Affiliate” means any entity (whether or not incorporated) that would be treated together with any Seller or any Affiliates of any Seller as a “single employer” within the meaning of Section 414 of the Code.

 

Excluded Assets” has the meaning set forth in Section 2.02.

 

Excluded Contracts” has the meaning set forth in Section 2.02(a).

 

Excluded Liabilities” has the meaning set forth in Section 2.03.

 

Extension” has the meaning set forth in Section 3.02.

 

Extension Notice” has the meaning set forth in Section 3.02.

 

GAAP” means United States generally accepted accounting principles in effect from time to time.

 

 
5

 

 

Governmental Authority” means any (a) government, (b) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or Taxing Authority or power of any nature, in the case of any of clause (a) through (c), whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

 

Governmental Order” means any order, agreement, conciliation, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

 

Hazardous Materials” means any (a) material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws or any of the foregoing to which Liability or standards of conduct may be imposed, or which requires or may require investigation under any applicable Environmental Laws, and (b) petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, microbial matter, biological toxins, mycotoxins, mold and mold spores and polychlorinated biphenyls.

 

Indebtedness” means, at a particular time, without duplication, with respect to a Person (a) any indebtedness for borrowed money or issued in substitution or exchange for indebtedness for borrowed money, (b) any indebtedness evidenced by any note, bond, debenture or other debt security, (c) any indebtedness for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise, (d) any commitment by which such Person assures a creditor against loss (including contingent reimbursement obligations with respect to letters of credit), (e) any indebtedness guaranteed in any manner by such Person (including guaranties in the form of an agreement to repurchase or reimburse), (f) any obligations under capitalized leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations a Person assures a creditor against loss, (g) any indebtedness secured by a Lien on such Person’s assets, (h) accrued interest to and including the Closing Date in respect of any of the obligations described in the foregoing clauses (a) through (h) of this definition and all premiums, penalties, charges, fees, expenses and other amounts that are or would be due (including with respect to early termination) in connection with the payment and satisfaction in full of such obligations, (i) bank overdrafts and (j) any other debt-like liabilities of such Person that were not incurred in the ordinary course of business (including as may result from the Transactions).

 

Intellectual Property” means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing, (b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs, (c) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights, (d) inventions, discoveries, trade secrets, business and technical information and know-how, algorithms, databases, data collections and other confidential and proprietary information and all rights therein, (e) formulas, formulations, compilations, recipes, summaries and reports relating to the composition or manufacture of finished products sold by the Business or relating to any planned or prospective products proposed to be sold by the Business or at any time requested by any current or prospective customers of Seller (including, in each case, relating to any unique raw materials comprising such products), (f) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models), (g) software and firmware, UPC codes, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation, (h) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing and (i) all rights to any Actions of any nature available to or being pursued by any Seller to the extent related to the foregoing, whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, any such damages.

 

 
6

 

 

Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions, restrictive covenants and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

 

Intellectual Property Assets” means all Intellectual Property that is owned or purported to be owned by Seller and used in or necessary for the conduct of the Business as currently conducted or proposed to be conducted, including pursuant to Seller’s software development roadmap.

 

Intellectual Property Assignments” has the meaning set forth in Section 3.02(a)(iii).

 

Intellectual Property Registrations” means all Intellectual Property Assets that are subject to any issuance, registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered trademarks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

 

IRS” means the U.S. Internal Revenue Service.

 

ITAR” has the meaning set forth in the definition of Customs and International Trade Laws.

 

Knowledge of Seller” or “Seller’s Knowledge” or any other similar knowledge qualification, means, with respect to Seller, the actual knowledge of Seller’s officers and directors and all facts of which any such Person or Persons, after diligent inquiry, should be aware.

 

Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

 

Liabilities” means debts, costs, liabilities, Taxes, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, liquidated or unliquidated, secured or unsecured, undetermined or determinable, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

 

Lien” means any security interest, pledge, license, bailment (in the nature of a pledge or for purposes of security), mortgage, deed of trust, option, warrant, purchase right, commitment, right of first refusal, grant of a power to confess judgment, conditional sale and title retention agreement (including any lease in the nature thereof), charge, third-party claim, demand, equity, security title, lien, encumbrance or other similar arrangement or interest in real or personal property.

 

 
7

 

 

Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the (a) business, results of operations, prospects, condition (financial or otherwise) or assets of the Business, (b) value of the Purchased Assets, or (c) ability of Seller to consummate the Transactions.

 

OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

 

Organizational Documents” means, as applicable to any Person, the charter, code of regulations, articles of incorporation, by-laws, certificate of formation, certificate of organization, operating agreement, certificate of partnership, limited liability company agreement, operating agreement, partnership agreement, certificate of limited partnership, limited partnership agreement or other constitutive documents of such Person.

 

Party” and “Parties” each has the meaning set forth in the preamble.

 

Permits” means all licenses, permits, franchises, approvals, authorizations, qualifications, clearances, registrations, notifications, exemptions, certificates of need, accreditations, certifications, participation agreements, consents or orders of, or filings with, any Governmental Authority or any other Person necessary for Seller to carry on the Business.

 

Periodic Taxes” has the meaning set forth in Section 8.09(d).

 

Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

 

Purchase Price” means One Hundred Ninety Five Thousand ($195,000) Dollars.

 

Purchased Assets” has the meaning set forth in Section 2.01.

 

Related Party” means any director, officer, controlling Person, employee or consultant of Seller, each trust for the benefit of any of the foregoing, and each Affiliate of any of the foregoing (other than Seller).

 

Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

 

Representative” means, with respect to any Person, any and all directors, partners, managers, officers, employees, controlling Persons, consultants, independent contractors, financial advisors, counsel, accountants and other agents of such Person.

 

Restrictive Covenant Period” has the meaning set forth in Section 8.04.

 

Retained Tax” means any Liability for: (a) Taxes of Seller (or any equity holder or Affiliate of Seller), including, for the avoidance of doubt, Taxes that arise out of the consummation of the Transactions (including Transfer Taxes); and (b) Taxes relating to the Business, or the Purchased Assets for any Pre-Closing Tax Period.

 

 
8

 

 

Seller” has the meaning set forth in the preamble.

 

State Department” means the U.S. Department of State.

 

Systems” means, collectively, the computer software, computer hardware (whether general or special purpose), telecommunications capabilities (including all voice, data and video networks) and other similar or related items of automated, computerized or software systems and any other networks or systems and related services that are used by or relied on by Seller in the conduct of the Business.

 

Tangible Personal Property” has the meaning set forth in Section 2.01(e).

 

Tax” and “Taxes” mean any and all (a) taxes, charges, fees, levies or other similar assessments or Liabilities of any kind imposed by (or otherwise payable to) any Governmental Authority (including income, receipts, ad valorem, value added, excise, real or personal property, sales, occupation, service, stamp, transfer, registration, natural resources, severance, premium, windfall or excess profits, environmental, customs duties, use, licensing, escheat, unclaimed property (or other escheat), withholding, employment, social security, unemployment, disability, payroll, share, capital, surplus, alternative, minimum, add-on minimum, estimated, franchise or any other taxes, charges, fees, levies or other similar assessments or Liabilities of any kind whatsoever and denominated by any name whatsoever), in each case, whether computed on a separate, consolidated, unitary or combined basis or in any other manner, and including any interest, fines, penalties, assessments, deficiencies or additions thereto, (b) Liability for amounts described in clause (a) imposed as a result of being a member of an Affiliated Group and (c) Liability for amounts described in clause (a) or (b) of any Person payable as a transferee or successor, by Contract or pursuant to any Law or otherwise.

 

Tax Return” means any applicable return, estimate, declaration, report, claim for refund, information return or statement or other document (including any amendment thereof and any related or supporting schedules, statements or information) with respect to any Tax filed (or required to be filed) with the IRS or any other Governmental Authority or Taxing Authority or in connection with the determination, assessment or collection of any Tax of any party or the administration of any Laws relating to any Tax.

 

Tax Sharing Agreement” means any Contract (whether written or oral), a principal purpose of which is the sharing, allocation or indemnification of Taxes.

 

Taxing Authority” means any Governmental Authority having or purporting to have jurisdiction with respect to any Tax.

 

Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents.

 

Transaction Documents” means this Agreement and the agreements, documents and instruments contemplated hereby.

 

Transfer Taxes” has the meaning set forth in Section 7.07.

 

Treasury Regulations” means the final, proposed and temporary regulations under the Code promulgated by the United States Treasury Department.

 

 
9

 

 

ARTICLE II

 
PURCHASE AND SALE

 

Section 2.01 Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Liens, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (specifically, the “Purchased Assets”), including the following: all Contracts, including Intellectual Property Agreements;

 

(b) all Intellectual Property Assets;

 

(c) all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Purchased Assets, whether arising by way of counterclaim or otherwise;

 

(d) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to Taxes);

 

(e) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;

 

(f) all insurance benefits, including rights and proceeds, arising from or relating to the the Purchased Assets;

 

(g) originals, or where not available, copies, of all research and files relating to the Intellectual Property Assets or the Intellectual Property Agreements, books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, passwords (including all IT-related passwords and access), records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements and marketing and promotional surveys, except the communications related to the negotiation and consummation of the Transactions (collectively, “Books and Records”);

 

Section 2.02 Excluded Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

 

(a) any Contract not included in Section 2.01 of the Disclosure Schedule (the “Excluded Contracts”);

 

(b) the corporate seals, organizational documents, minute books, stock books, books of account or other records having to do with the corporate organization of Seller;

 

 
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(c) all benefit plans and all other employee benefit plans of Seller and any assets held pursuant to, or set aside to fund, the obligations of Seller, or any Affiliate of Seller, under any employee benefit plans;

 

(d) all outstanding accounts receivable of the Seller which accrued prior to the Closing Date, and

 

(f) the rights which accrue or will accrue to Seller under the Transaction Documents.

 

Section 2.03 Excluded Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”). Seller shall, and shall cause each of their respective Affiliates to, pay and satisfy in due course all Excluded Liabilities that they are obligated to pay and satisfy.

 

Section 2.04 Withholding. Buyer shall be entitled to deduct and withhold from any consideration otherwise payable to any Person under this Agreement all amounts that Buyer may be required to deduct and withhold under any provision of applicable Law. All such deducted and withheld amounts shall be treated as paid to such Person in respect of which Buyer made such deduction and withholding.

 

Section 2.05 Third-Party Consents. To the extent that Seller’s rights under any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at their sole cost and expense, shall use their best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for Buyer the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other arrangement designed to provide such benefits to Buyer.

 

ARTICLE III

 
CLOSING

 

Section 3.01 Closing. The consummation of the Transactions (the “Closing”) shall take place remotely by electronic exchange of documents, commencing at 9:00 a.m. Eastern Standard Time, on or before May 15, 2021 (unless such deadline is extended in accordance with Section 3.02 below) (the “Closing Deadline”), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date.”

 

Section 3.02 Closing Deliverables.

 

(a) Seller shall deliver to Buyer the following:

 

(i) such customary instruments of transfer, assumption, filings or documents, in form and substance satisfactory to Buyer, as may be required to give effect to the Transactions.

 

(ii) The Purchased Assets to the Buyer at a location designated by the Buyer on or before May 14, 2021.

 

 
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(b) The Buyer shall deliver to Seller the following:

 

(i) the Purchase Price, which shall be paid as follows: (A) One Hundred Thousand Dollars ($100,000) promptly upon execution of this Agreement (which shall be returned if the Purchased Assets are not timely delivered as set forth in Section 3.02(a)(ii) above, (B) Fifty Thousand Dollars ($50,000) upon delivery of the Purchased Assets (as set forth in Section 3.02(a)(ii) above), and (C) Forty Five Thousand Dollars ($45,000) upon complete installation of the Purchased Assets at a location designated by the Buyer; and

 

(ii) signed copies by an officer of the Buyer of all Transaction Documents.

 

ARTICLE IV

  

CONDITIONS TO CLOSING

 

Section 4.01 Conditions to Obligations of Seller. The obligation of Seller to proceed with the Closing and sell the Purchased Assets to Buyer is subject to the satisfaction at or prior to the Closing of the following conditions (any or all of which may be waived by Seller):

 

(a) The representations and warranties of Buyer as set forth in Article VI below shall be true and accurate in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date), with the same force and effect as if they had been made at the Closing Date.

 

(b) Buyer shall have performed and complied in all material respects with all of the covenants contained in this Agreement required to be performed by Buyer at or prior to the Closing.

 

(c) Buyer shall have delivered to Seller the items referenced in Section 3.02(b) above.

 

Section 4.02 Conditions to the Obligations of Buyer. The obligation of Buyer to proceed with the Closing is subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by Buyer:

 

(a) The representations and warranties of Seller as set forth in Article V below shall be true and accurate in all material respects on and as of the Closing Date, except for changes contemplated by this Agreement and except for those representations and warranties that address matters only as of a particular date (which shall remain true and correct as of such particular date), with the same force and effect as if they had been made at the Closing Date, and Buyer shall have received a certificate to such effect executed by Seller.

 

(b) Seller shall have performed and complied in all material respects with all of the covenants contained in this Agreement required to be performed by Seller at or prior to the Closing.

 

(c) Seller shall have delivered to Buyer the items referenced in Section 3.02(a) above.

 

(d) There shall have been no material adverse changes in the Business or the Purchased Assets and no event constituting a Material Adverse Effect.

 

(e) All actions to be taken by Seller in connection with the consummation of the transactions contemplated hereby and all documents and instruments required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer.

 

(f) Buyer being satisfied with its due diligence review of the Seller and the Purchased Assets.

 

 
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ARTICLE V
 

REPRESENTATIONS AND WARRANTIES OF BUYER

 

Buyer represents and warrants to Seller that the statements contained in this Article V are true and correct as of the Agreement Date and shall be true and correct as of the Closing Date.

 

Section 5.01 Organization and Qualification of Buyer. Buyer is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation, and Buyer has full corporate power and authority to own, operate or lease the properties and assets now respectively owned, operated or leased by it. Buyer is duly licensed or qualified to do business and are in good standing in each jurisdiction.

 

Section 5.02 Authority of Buyer. Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which any Buyer is a party, to carry out their respective obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which any Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the Transactions have been duly authorized by all requisite corporate authority, and no other corporate or proceeding on the part of any Buyer is necessary to authorize this Agreement or the other Transaction Document and instruments. This Agreement has been duly executed and delivered by Buyer and (assuming due authorization, execution and delivery by each other Party hereto) constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which any Buyer is or will be a party has been duly executed and delivered by such Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of the Buyer enforceable against them in accordance with its terms.

 

Section 5.03 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which they are a party, and the consummation of the Transactions, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of any Organizational Documents of Buyer, (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Buyer, (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which the Buyer is a party or by which the Buyer is bound) or (d) result in the creation or imposition of any Lien. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Buyer in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the Transactions.

 

Section 5.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Buyer.

 

 
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Section 5.05 Performance of Services. All services that have been performed on behalf of Buyer were performed properly and in conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable Laws. Buyer will not incur or otherwise become subject to any Liability arising directly or indirectly from any services performed for or by Buyer prior to the Closing Date. There is no claim pending or threatened against Buyer relating to any services performed by Buyer, and there is no Basis for the assertion of any such claim.

 

Section 5.06 Disclosure. Neither this Agreement nor any of the other Transaction Documents nor any exhibit or schedule hereto or thereto contains, with respect to information therein provided by Buyer or their respective Representatives, any untrue statement of a material fact or omits to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

 

ARTICLE VI
 

REPRESENTATIONS AND WARRANTIES OF SELLER

 

Seller represents and warrants to Buyer that the statements contained in this Article VI are true and correct as of the Agreement Date and as of the Closing Date.

 

Section 6.01 Organization and Qualification of Seller. Seller is duly organized, validly existing and in good standing under the Laws of their its respective jurisdictions of formation, and Seller has full corporate or limited liability company power and authority (as applicable) to own, operate or lease the properties and assets now respectively owned, operated or leased by them and to carry on the Business as currently conducted. Seller is duly licensed or qualified to do business and are in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary. Seller does not own or have any interest in any equity securities of any other Person.

 

Section 6.02 Authority of Seller. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the Transactions and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by each other Party hereto) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

 

Section 6.03 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the Transactions, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, bylaws or other Organizational Documents of Seller, (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or (c) require the consent, notice or other action by any Person under any Contract to which Seller is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Transactions, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a material adverse effect on Seller’s ability to consummate the Transactions.

 

 
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Section 6.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Seller.

 

Section 6.05 Legal Proceedings. There are no Actions pending or, to Seller’s knowledge, threatened against or by Seller or any Affiliate of Seller that challenge or seek to prevent, enjoin or otherwise delay the Transactions.

 

Section 6.06 Contracts.

 

(a) The Purchased Assets are not bound or affected by any Contracts to which Seller is a party or by which it is bound.

 

(b) Neither Seller or, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the Purchased Assets.

 

Section 6.07 Title to Purchased Assets. Seller has good and valid title to, or a valid leasehold interest in, and is the sole owner, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Liens.

 

Section 6.08 Condition and Sufficiency of Assets. The Tangible Personal Property included in the Purchased Assets are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put. The Purchased Assets are sufficient for their continued conduct of usage after the Closing in substantially the same manner as conducted prior to the Closing. There are no planned material overhauls, repairs, renovations or replacements to any Tangible Personal Property included in the Purchased Assets.

 

Section 6.09 Intellectual Property.

 

(a) Section 2.01 of the Disclosure Schedules lists all (i) Intellectual Property Registrations and (ii) Intellectual Property Assets, including software, that are not registered but that are material to the operation of the Business. All required filings and fees related to the Intellectual Property Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Intellectual Property Registrations are otherwise in good standing. Seller has provided Buyer with true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Registrations.

 

(b) Seller is the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title and interest in and to the Intellectual Property Assets, and has the valid right to use all other Intellectual Property used in or necessary for the conduct of the Business, in each case, free and clear of Liens. Without limiting the generality of the foregoing, Seller owns and possesses, the entire right, title and interest in and to all Intellectual Property created or developed by, for or under the direction or supervision of any Seller or to the actual or demonstratively anticipated research or development conducted by any Seller, and all Persons who have participated in the creation or development of any such Intellectual Property have executed and delivered to the Seller a valid and enforceable agreement (i) providing for the non-disclosure by such Person of any confidential information of Seller, and (ii) providing for the present assignment by such Person to the Seller of any Intellectual Property arising out of such Person’s employment by, engagement by or contract with such Seller. Seller has provided Buyer with true and complete copies of all such agreements.

 

 
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(c) The Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements are all of the Intellectual Property necessary to operate the Business and are being sold hereunder (included in the definition of “Purchased Assets”). The consummation of the Transactions will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, Buyer’s right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Business.

 

(d) Seller’s rights in the Intellectual Property Assets are valid, subsisting and enforceable. Seller has taken all reasonable steps to maintain the Intellectual Property Assets and to protect and preserve the confidentiality of all trade secrets included in the Intellectual Property Assets, including requiring all Persons having access thereto to execute written non-disclosure agreements.

 

(e) The current and former products and services, and the conduct of the Business as currently and formerly conducted, and the Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements as currently or formerly owned, licensed or used by Seller, have not infringed, misappropriated, diluted or otherwise violated, and have not, do not and will not infringe, dilute, misappropriate or otherwise violate, the Intellectual Property or other rights of any Person. To Seller’s Knowledge, within the last ten (10) years, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Intellectual Property Assets.

 

(f) There are no Actions (including any oppositions, interferences or re-examinations) settled, pending or threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by Seller in connection with the Business, (ii) challenging the validity, enforceability, registrability or ownership of any Intellectual Property Assets or Seller’s rights with respect to any Intellectual Property Assets or (iii) by any of Seller or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of any Intellectual Property Assets. Seller is not subject to any outstanding or prospective Governmental Order (including any motion or petition therefor) that does or would restrict or impair the use of any Intellectual Property Assets.

 

Section 6.10 Legal Proceedings; Governmental Orders.

 

(a) There are no Actions pending or threatened against or by any Seller (i) relating to or affecting the Business, or the Purchased Assets or (ii) that challenge or seek to prevent, enjoin or otherwise delay the Transactions. No event has occurred or circumstances exist that may give rise to, or serve as a Basis for, any such Action.

 

(b) There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business. Seller is in compliance with the terms of each Governmental Order applicable to it or the Business. No event has occurred or circumstances exist that may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.