Form 10-12G 20/20 Global, Inc.

This registration statement contains statements about the future, sometimes referred to as “forward-looking” statements. Forward-looking statements are typically identified by use of the words “believe,” “may,” “could,” “should,” “expect,” “anticipate,” “estimate,” “project,” “propose,” “plan,” “intend,” and similar words and expressions. Statements that describe our future strategic goals, plans, objectives, and predictions are also forward-looking statements. These forward-looking statements may relate to our anticipated marketing results, customer acceptance, revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.

Any forward-looking statements, including those regarding our management’s current beliefs, expectations, anticipations, estimations, projections, proposals, plans or intentions, are not guarantees of future performance, results, or events and involve risks and uncertainties, such as those discussed in this registration statement.

The forward-looking statements in this registration statement are based on present circumstances and on our predictions respecting events that have not occurred, that may not occur, or that may occur with different consequences from those we now assume or anticipate. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors, including the risk factors discussed in this registration statement. These cautionary statements are intended to be applicable to all related forward-looking statements wherever they appear in this registration statement.

Before deciding to purchase our securities, you should carefully consider the risk factors discussed here or incorporated by reference in addition to the other information set forth in this registration statement. Forward-looking statements speak only as of the date of the document in which they are contained, and we do not undertake any duty to update our forward-looking statements, except as may be required by law, and we caution you not to rely on them unduly.

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Overview

We are an Idaho-based distributor of fresh produce. We do not grow produce or manufacture any product. We purchase complete products that have been packaged for resale from growers/shippers and distribute these products to our customers. Our mission is to develop and maintain long-term sustainable partnerships with our customers by providing excellent customer service and supplying the best quality products at a competitive price. We are committed to the continued success of our customers and business partnerships. Our grower/shipper alliances are time-tested and continue to exceed expectations. Our tradition of service for the past 20 years has become the foundation of our company. Our objective is to become a market leader in the produce industry.

We offer a full line of count cartons and all size packs on russet potatoes from Idaho, Colorado, Nebraska, and Washington and year-round onions. We have apples available year-round from Washington and seasonally from Idaho, Minnesota, and New York. We can handle customer citrus needs from one pallet to a full truck load, with access to great labels on oranges, lemons, and limes. We have acting sales agents for onion growers and packing facilities, with an efficient and reliable supply chain. All of our outside sales associates have production and agricultural backgrounds with exceptional product and market knowledge.

We are currently shipping fresh produce via refrigerated semi-trucks from fresh produce production areas and manufacturing facilities from 10 separate geographical locations in Idaho, Washington, California, New Mexico, and Texas to various wholesalers located throughout North America. Our in-house transportation personnel are dedicated to consistently providing cost-efficient, on-time transportation solutions from all of our shipping locations. Any significant increase in the prices of fuel could materially and adversely affect our operating results. Other than the cost of our products, logistics and transportation costs represent the largest component of cost of products sold. Compliance with regulation aimed at mitigating the effects of climate change could also increase the cost of fuel for our shipping and logistics operations. We might be unable to adjust our product pricing to reflect our increased costs. Even if we are able to adjust our product pricing, our customer’s buying patterns could change to reflect a greater reliance on local production.

References to “us,” “we,” “our,” and correlative terms refer to 20/20 Global, Inc. and our wholly owned subsidiary, 20/20 Produce Sales, Inc., an Idaho corporation, through which we conduct our activities.

Material Contracts

We have entered into a number of distribution and purchasing agreements that enable us to supply produce to customers across the nation. Although alternative distributors are available, we have identified the following agreements, which we consider to be material to our business as currently conducted. The key provisions of these material contracts are summarized below; however, the summary is not intended to be exhaustive.

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Under our material contracts discussed below, Markon and Sysco have granted nonexclusive licenses to us to use their respective trademarks on products that we sell to them. In addition, we sell a small portion of our produce (less than 10%) to a number of smaller wholesalers under our own name, packaging, logo, and branding. At the present time, these activities are not material to our overall business operations. Besides our nonexclusive licenses with Markon and Sysco, we do not have any patents, trademarks, franchise concessions, royalty agreements, or labor contracts.

Markon Cooperative, Inc.

We entered into a License Agreement with Markon Cooperative on June 27, 2016, to sell perishable agricultural commodities and fresh and fresh-cut products packaged in various-sized containers. These products are purchased by Markon and resold to Markon “member buyers” under Markon’s trademarks or brand names. In addition, Markon grants us a nonexclusive license to use the trademarks on Markon-branded products that we sell to Markon. The agreement requires that we maintain comprehensive general liability insurance, including broad form vendor’s coverage, at limits of not less than $5 million.

National Merchandising Company

On February 29, 2016, we entered into a produce fixed-term purchase agreement and a supplier authorization agreement with Sysco Merchandising and Supply Chain, Inc. to sell products bearing Sysco’s trademarks, brands, logos, symbols, slogans, or packaging motifs, but not bearing our trademarks, brands, logos, symbols, slogans, or packaging motifs. These products are manufactured, packaged, or labeled in accordance with the specifications of Sysco for resale by it to the foodservice industry. On October 15, 2018, each of these agreements was renewed for an additional one-year term.

Competition

There are many competitors in our marketplace, and all providers of fresh onion and potato products are potential competition.

Regulation

We are subject to typical federal, state, and local regulations and laws governing the operations of production and processing concerns, including environmental disposal, storage, and discharge regulations and laws; employee safety laws and regulations; and labor practices laws and regulations. We are licensed through the U.S. Department of Agriculture under the Perishable Agriculture Commodities Act (PACA). Our PACA certificate is renewed annually. Other than our PACA certificate, we are not required under current laws and regulations to obtain or maintain any specialized or agency-specific licenses, permits, or authorizations to conduct our production and processing services. We believe we are in substantial compliance with all relevant regulations applicable to our business and operations.

Employees

We currently have five employees, including our executive officers.

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Corporate Background and History

We were incorporated in Nevada on January 21, 2000, under the name RM Investors, Inc. In March 2014, under the terms of an Exchange Agreement and Plan of Reorganization, we acquired 100% of the issued and outstanding shares of our subsidiary 20/20 Produce Sales, Inc., an Idaho corporation that was incorporated on December 22, 1994. Our business operations are conducted through our wholly owned subsidiary.

On March 26, 2014, we amended and restated our articles of incorporation to increase our authorized shares of common stock to 100,000,000 shares, par value $0.001, and to authorize 5,000,000 shares of preferred stock, par value $0.001. In connection with this reorganization, we obtained a new CUSIP number for our common stock, FINRA approval of our name change from RM Investors, Inc. to 20/20 Global, Inc., and a new trading symbol for our shares on the OTC market place and effected a 2-for-1 forward split of the then issued and outstanding shares of our common stock. Our trading symbol is TWGL. We have one subsidiary, 20/20 Produce, Inc. Our board of directors consists of Mark D. Williams and Colin Gibson.

In addition to the negative implications of all information and financial data included in or referred to directly in this registration statement, you should consider the following risk factors. This registration statement contains forward-looking statements and information concerning us, our plans, and future events. Those statements should be read together with the discussion of risk factors set forth below, because those risk factors could cause actual results to differ materially from such forward-looking statements.

We could realize losses and suffer liquidity problems due to declines in sales prices for fresh produce.

Our profitability depends largely upon our profit margins and sales volumes of potatoes, onions, apples, lemons, oranges, limes, and other fresh produce. In the past three years, potato sales accounted for a significant portion of our total net sales.

Sales prices for our fresh produce are difficult to predict. It is possible that sales prices for our products and for other fresh produce will decline in the future. In recent years, there has been increasing consolidation among food retailers, wholesalers, and distributors. We believe the increasing consolidation among food retailers may contribute to further downward pressure on our sales prices. In the event of a decline in sales prices or sales volumes, we could realize significant losses and experience liquidity problems, weakening our financial condition. A substantial portion of our costs is fixed, so that fluctuations in the sales prices have an immediate impact on our profitability. Our profitability is also affected by our production costs, which may increase due to factors beyond our control.

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Crop disease, severe weather, natural disaster, and other conditions affecting the environment, including the effects of climate change, could result in substantial losses and weaken our financial condition.

Crop disease, severe weather conditions (such as floods, droughts, windstorms, and hurricanes), and natural disasters (such as earthquakes) may adversely affect our supply of one or more fresh produce items, reduce our sales volumes, increase our unit production costs, or prevent or impair our ability to ship products as planned. Since a significant portion of our costs are fixed and contracted in advance of each operating year, volume declines due to production interruptions or other factors could result in increases in unit production costs, which could result in substantial losses and weaken our financial condition. We have experienced crop disease, insect infestation, severe weather, and other adverse environmental conditions from time to time. Severe weather conditions may occur with higher frequency or may be less predictable in the future due to the effects of climate change. When crop disease, insect infestations, severe weather, earthquakes, and other adverse environmental conditions destroy crops planted by our suppliers or prevent us from distributing them on a timely basis, we may lose our investment in those crops or our purchased produce costs may increase.

The fresh produce and prepared food markets in which we operate are highly competitive.

The fresh produce and prepared food business is highly competitive, and the effect of competition is intensified because most of our products are perishable. In potato and onion markets, we compete principally with a limited number of regional producers. In the case of our fresh fruit products, we compete with numerous small producers, as well as regional competitors. Our sales are also affected by the availability of seasonal and alternative fresh produce. The extent of competition varies by product. To compete successfully, we must be able to strategically source fresh produce and prepared food of uniformly high quality and sell and distribute it on a timely and regular basis.

The loss of one or more of our largest customers, or a reduction in the level of purchases made by these customers, could negatively impact our sales and profits.

Sales to our largest customer amounted to approximately 66% of our total net sales in 2018, and our top two customers collectively accounted for approximately 91% of our total net sales. We expect that a significant portion of our revenues will continue to be derived from a relatively small number of customers. We believe these customers make purchase decisions based on a combination of price, product quality, consumer demand, customer service performance, desired inventory levels, and other factors that may be important to them at the time the purchase decisions are made. Changes in our customers’ strategies or purchasing patterns, including a reduction in the number of brands they carry, may adversely affect our sales. Additionally, our customers may face financial or other difficulties that impact their operations and cause them to reduce their purchases from us, which could adversely affect our results of operations. Customers also may respond to any price increase that we may implement by reducing their purchases from us, resulting in reduced sales of our products. Reduced sales of our products to one or more of our largest customers would have a material adverse effect on our business, financial condition, and results of operations. Any bankruptcy or other business disruption involving one of our significant customers also could adversely affect our results of operations.

Increased prices for fuel and vehicle maintenance could increase our costs significantly.

Our costs are determined in large part by the prices of fuel and vehicle maintenance. Any significant increase in the costs of these items could materially and adversely affect our operating results. Other than the cost of our products, logistics and transportation costs represent the largest component of cost of products sold.

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Compliance with regulation aimed at mitigating the effects of climate change, as discussed elsewhere in these risk factors, could also increase the cost of fuel for our shipping and logistics operations. We might be unable to adjust our product pricing to reflect our increased costs. Even if we are able to adjust our product pricing, our customer’s buying patterns could change to reflect a greater reliance on local production.

We are subject to the risk of product contamination and product liability claims.

The sales of our products involve the risk of injury to consumers. Such injuries may result from tampering by unauthorized personnel, product contamination, including the presence of foreign objects, substances, chemicals, or residues introduced during the growing, packing, storage, handling or transportation phases, or spoilage.

While we are subject to governmental inspection and regulations and believe our facilities comply in all material respects with all applicable laws and regulations, including internal product safety policies, we cannot assure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our brand image. In addition, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain product liability insurance in an amount that we believe is adequate. However, we cannot assure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage, resulting in significant cash outlays that would materially and adversely affect our results and financial condition.

We may be subject to legal and environmental risks that could result in significant expenses.

In the future, we may be involved in legal or environmental matters that, if not resolved in our favor, could require significant expenses and could materially and adversely affect our results of operations and financial condition. In addition, we may be subject to product liability claims if personal injury results from the consumption of any of our products.

Environmental and other regulation of our business, including potential climate change regulation, could adversely impact us by increasing our production cost.

There has been a broad range of proposed and promulgated state, national, and international regulation aimed at reducing the effects of climate change. Any regulation enacted at the federal level to address the effects of climate change could result in additional costs in the form of taxes, the restriction of output, investments of capital to maintain compliance with laws and regulations, or required acquisition or trading of emission allowances. Climate change regulation continues to evolve, and while it is not possible to accurately estimate either a timetable for implementation or our future compliance costs relating to implementation, we do not believe that such regulation is reasonably likely to affect our business operations any more than it would affect the business operations of our industry competitors.

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Acts or omissions of other companies could adversely affect the value of the 20/20 Produce brand.

We depend on the 20/20 Produce brand in marketing our products. We may share the 20/20 Produce brand with unaffiliated companies that manufacture, distribute, and sell canned or processed fruit and vegetables, dried fruit, snacks, and other products. Acts or omissions by these companies, including an instance of food-borne contamination or disease, may adversely affect the value of our brand. As a result, our reputation and the value of the 20/20 Produce brand may be adversely affected by negative consumer perception.

A strategy of diversifying our product line, expanding into new geographic markets, and increasing the value-added services that we provide to our customers may not be successful.

We may diversify our product line through acquisitions and internal growth. In addition, we may expand our service offerings to include a higher proportion of value-added services, such as the preparation of fresh-cut produce, ripening, customized sorting and packing, direct-to-store delivery, and in-store merchandising and promotional support. This strategy would represent a significant departure from our traditional business of delivering our products to our customers through our supply chain. We may not be successful in anticipating the demand for these products and services or in establishing the requisite infrastructure to meet customer demands or the provision of these value-added services.

If we are not successful in our diversification efforts, our business, financial condition, or results of operations could be materially and adversely affected.

Our acquisition and expansion strategy may not be successful.

Our growth strategy may be based in part on growth through acquisitions or expansion, which poses a number of risks. We may not be successful in identifying appropriate acquisition candidates, consummating acquisitions on satisfactory terms, or integrating any newly acquired or expanded business with our current operations. We may issue additional shares of our common stock, incur long-term or short-term indebtedness, spend cash, or use a combination of these for all or part of the consideration paid in future acquisitions or expansion of our operations. The execution of our acquisition and expansion strategy could entail repositioning or similar actions that in turn require us to record impairments and other charges. Any such charges would reduce our earnings.

Any substantial increase in business activities will require skilled management of growth.

If we have the opportunity to commercialize new products, our success will depend on our ability to manage continued growth, including: integrating new employees and independent contractors; formulating strategic alliances, joint ventures, or other collaborative arrangements with third parties; commercializing and marketing proposed products and services; and monitoring and managing these relationships on a long-term basis. If our management is unable to integrate these resources and manage growth effectively, the quality of our products and services, our ability to retain key personnel, and the results of our operations would be materially and adversely affected.

Obtaining debt financing could limit our financial and operating flexibility and subject us to other risks.

Our ability to obtain debt financing on acceptable terms, if at all, in the future for working capital, capital expenditures, or acquisitions may be limited either by financial considerations or covenants in existing debt agreements.

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Our ability to meet our financial obligations will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, and other factors, some of which are beyond our control. Our ability to meet our financial obligations also may be adversely affected by the seasonal nature of our business, the cyclical nature of agricultural commodity prices, and the susceptibility of our product sourcing to crop disease, severe weather, and other adverse environmental conditions and other factors.

If we were unable to meet our financial obligations, we would be forced to pursue one or more alternative strategies, such as selling assets, incurring debt, or seeking additional equity capital, which could be unsuccessful. Additional sales of our equity capital could substantially dilute the ownership interest of existing shareholders.

Our success depends on the services of our senior executives, the loss of whom could disrupt our operations.

Our ability to maintain our competitive position is dependent to a large degree on the services of our senior management team. We may not be able to retain our existing senior management personnel or attract additional qualified senior management personnel.

We are controlled by our principal shareholders.

Two of our officers and directors are our principal shareholders. As of April 8, 2019, together they directly own 70.6% of our outstanding shares of common stock. We expect these principal shareholders to continue to use their interest in our common stock: to significantly influence the direction of our management, the election of our entire board of directors, and the method and timing of the payment of dividends; to determine substantially all other matters requiring shareholder approval; and to control us. The concentration of our beneficial ownership may have the effect of delaying, deterring, or preventing a change in control, may discourage bids for our common stock at a premium over their market price, and may otherwise adversely affect the market price of our common stock.

Trading on the Over the Counter markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Pink Marketplace owned and operated by the OTC Markets Group Inc. and the OTC Pink Sheet service of the Financial Industry Regulatory Authority (“FINRA”) under the symbol TWGL. Trading in stock quoted on over-the-counter markets is often thin, volatile, and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the over-the-counter markets are not a stock exchange, and trading of securities on the over-the-counter markets is often more sporadic than the trading of securities listed on other stock exchanges such as the Nasdaq Stock Market, New York Stock Exchange, or American Stock Exchange. Accordingly, our stockholders may have difficulty reselling any of their shares.

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Penny stock regulations will impose certain restrictions on resales of our securities, which may cause an investor to lose some or all of its investment.

The U.S. Securities and Exchange Commission has adopted regulations that generally define a “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share that is not traded on a national securities exchange or that has an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers that sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s written consent to the transaction before the purchase. Further, if the price of the stock is below $5.00 per share and the issuer does not have $2.0 million or more net tangible assets or is not listed on a registered national securities exchange, sales of that stock in the secondary trading market are subject to certain additional rules promulgated by the U.S. Securities and Exchange Commission. These rules generally require, among other things, that brokers engaged in secondary trading of penny stocks provide customers with written disclosure documents, monthly statements of the market value of penny stocks, disclosure of the bid and asked prices, and disclosure of the compensation to the broker-dealer and the salesperson working for the broker-dealer in connection with the transaction. These rules and regulations may affect the ability of broker-dealers to sell our common stock, thereby effectively limiting the liquidity of our common stock. These rules may also adversely affect the ability of persons that acquire our common stock to resell their securities in any trading market that may exist at the time of such intended sale.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

The following discussion of our financial condition and results of operations should be read in conjunction with the audited and unaudited financial statements and the notes to those statements included elsewhere in this registration statement. This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically consider the various risk factors identified in this registration statement that could cause actual results to differ materially from those anticipated in these forward-looking statements.

Results of Operations

Comparison of Years Ended December 31, 2018 and 2017

Sales and Cost of Sales

We had revenue for the year ended December 31, 2018, of $12,279,774, as compared to $14,872,980 for the year ended December 31, 2017. Our corresponding cost of revenues for the year ended December 31, 2018, was $11,668,496, as compared to $14,217,768 for the year ended December 31, 2017. Gross profit for the same periods was $611,278 and $655,212, respectively.

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Operating Expenses

Operating expenses for the years ended December 31, 2018 and 2017, consist of the following:

General and administrative expenses of $143,515 and $111,418, respectively. Some of our larger general and administrative expenses include rent, insurance, telephone, and dues and subscriptions (which consisted of monthly office subscriptions, server/cloud hosting, electronic data interchange fees).

Business development expenses of $44,778 and $44,460, respectively. Business development expenses consisted of local community financial contributions, meetings with customers and suppliers, and annual fees charged for corporate-sponsored meetings and events.

Salaries and wages of $295,148 and $283,299, respectively. Wages were slightly higher in the current year due to employee raises.

Sales/marketing expenses of $32,329 and $18,683, respectively. Sales and marking expense was higher in the current year as we incurred more expense related to travel to visit customer locations throughout the year.

Payroll taxes of $22,217 and $22,107, respectively. Our payroll taxes have remained consistent compared to the prior year.

Operating income for the years ended December 31, 2018 and 2017, was $73,291 and $175,245, respectively. The decrease in operating income was mainly due to a decrease in revenues and increases in general and administrative expenses and salaries and wages.

Other Income

Other income of $20,323 for the year ended December 31, 2018, primarily consisted of $15,799 of interest income and expense, $3,952 of income related to vendor discounts, $572 of dividend income, as compared to $29,344 for the year ended December 31, 2017, which primarily consisted of $5,940 of interest income and expense, $9,981 of income related to vendor discounts, and $13,423 of promotional income.

Liquidity and Capital Resources

As of December 31, 2018, we had working capital of $646,229, up from working capital of $570,684 as of December 31, 2017. Our current assets of $1,499,104 consisted mainly of accounts receivable and cash. We had retained earnings of $608,429 as of December 31, 2018, up from retained earnings of $547,227 as of December 31, 2017.

Net income for the years ended December 31, 2018 and 2017, was $61,202 and $129,820, respectively. Operating activities used net cash of $68,534 for the year ended December 31, 2018, as compared to providing net cash of $232,825 for the year ended December 31, 2017. Financing activities provided net cash of $4,830 during the year ended December 31, 2017. We had a cash balance of $611,497 and $680,031 as of December 31, 2018 and 2017, respectively. The cash decrease period over period is a result of an increase in accounts payable, a decrease in income tax payable, and an increase in income tax receivable offset by a decrease in accounts receivable.

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Our monthly operating costs average approximately $40,000 per month. We plan to continue to fund our operations through the cash flow from our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with no need for management’s judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the notes to our December 31, 2018, financial statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. We cannot assure that actual results will not differ from those estimates.

Revenue Recognition and Cost of Goods Sold

During the 2018 fiscal year, we followed Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Topic 605-10-S99-1, Revenue Recognition, for revenue recognition. We recognized revenue when it was realized or realizable and earned. We consider revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists; (ii) the product has been shipped or the services have been rendered to the customer; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured.

Effective January 1, 2018, we adopted ASC Topic 606, “Revenue from Contracts with Customers.” Under ASC Topic 606, we recognize revenue from the commercial sales of products and licensing agreements by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Our shipping terms typically specify FOB origination, at which time title and risk of loss have passed on to the customer as well as shipping and handling fees. Shipping and handling costs and fees are treated as a delivered load. On a delivered load versus an FOB load, we take the billing and pay the carriers. We contract with the carrier and, therefore, handle the shipping and handling charges and treat it as a “delivered sale.”

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Income Taxes

We adopted ASC Topic 740-10-25, Income Taxes—Recognition, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC Topic 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740-10-25.

Share-based Expenses or Stock Based Compensation

We follow ASC Topic 718, Compensation—Stock Compensation, which prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

We account for stock-based compensation issued to nonemployees and consultants in accordance with the provisions of ASC Topic 505-50, Equity-Based Payments to Non-Employees. Measurement of share-based payment transactions with nonemployees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Recently Issued Accounting Pronouncements

Recently issued accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that require adoption and that do not require adoption until a future date are not expected to have a material impact on our financial statements upon adoption.

We lease our Heyburn, Idaho facilities and office from Whistling Pete Enterprises, d/b/a Legacy Center, an Idaho limited liability company. The triple net lease, which commenced March 2, 2009, is a year-to-year lease. We pay $1,200 per month in rent, plus our proportionate share of utilities, taxes, and common area maintenance expense, for 1,800 square feet of office and warehouse space. Whistling Pete Enterprises is owned 50% by Mark D. Williams, our president and director. We believe the terms of this lease are similar to those that we could negotiate in an arm’s-length transaction with an unrelated third party

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We believe that the facilities and equipment described above are generally in good condition, well maintained, and suitable and adequate for our current and projected operating needs.

The following table sets forth certain information, as of April 8, 2019, respecting the beneficial ownership of our outstanding common stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers (defined as any person who was principal executive officer during the preceding fiscal year and each other highest compensated executive officers earning more than $100,000 during the last fiscal year) and directors; and (iii) our directors and Named Executive Officers as a group, based on 12,425,420 shares of common stock outstanding:

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(1)Address for all stockholders is 480 22nd Street, Box 2, Heyburn, ID 83336. 

(2)Mr. Williams died on September 6, 2018. His shares are in the process of being transferred to his spouse, Joanne Williams.   

The persons named in the above table have sole voting and dispositive power respecting all shares beneficially owned, subject to community property laws where applicable. Beneficial ownership is determined according to the rules of the U.S. Securities and Exchange Commission, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power over that security. Each director, officer, or 5% or more stockholder, as the case may be, has furnished the information respecting beneficial ownership.  

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Mark Williams

Mark Williams has been our president, chief executive officer, and a director since 2004. Mark moved to the mountains of Southern Idaho when he was 15. He completed high school and attended Boise State University while working as a farm manager during the summer months. Mark enlisted and served in the U.S. Air Force, which led to a decade of work as a Federal Agent for the Department of Justice. In 1994, Mark returned to Idaho and joined his father at the newly formed 20/20 Produce Sales, Inc. Mark and his father successfully developed and implemented their vision for 20/20 Produce.

Colin Gibson

Colin Gibson is our vice president and a director. Colin grew up farming and ranching in Southern Idaho. He attended the University of Idaho and earned his degree in Agricultural economics in 1997. Colin began his career in 1997, in North Dakota, as a sales representative for Syngenta Corporation, one of the largest agricultural chemical companies in the United States. After several promotions, he was relocated back to Idaho, where he excelled in his career with Syngenta until joining 20/20 Produce in 2003. Colin brings experience from multiple sectors of the agricultural market to our business. He has been a great asset to the 20/20 Produce team, and his friendly, outgoing personality makes him a favorite with our customers.

Summary Compensation Table

The following table sets forth, for each of our last two completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (“Named Executive Officers”):

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Executive Employment Agreements

We do not have employment agreements with our executive officers.

Outstanding Equity Awards at Fiscal Year End

We do not have outstanding equity awards, pension plans, or any other pension benefits, and there are no potential change-of-control payouts to any person.

We do not provide long-term incentives, any stock options or awards, or any kind of additional equity awards.

Director Compensation

We do not compensate our directors for attendance at our board meetings.

Employee Benefits

In August 2014, we adopted a Premier Select Simple IRA Plan for our employees, which is available to certain eligible employees. We contribute 2% of compensation, not to exceed certain limits, for employees who participate in the IRA plan. In 2018, we contributed $1,700 under the IRA plan for Colin Gibson and $1,600 under the IRA plan for Mark Williams. In 2017, we contributed $1,764 under the IRA plan for Colin Gibson and $1,710 under the IRA plan for Mark Williams.

Information is set forth below for any transaction during the three years ended December 31, 2018, to which we were a party and in which any of our officers and directors or any holder of more than 10% of any class of our stock had or is deemed to have a material interest.

Related-Party Transactions

We lease 1,800 square feet of office and warehouse space from Whistling Pete Enterprises, d/b/a Legacy Center, an Idaho limited liability company, under a year-to-year lease that commenced March 2, 2009. We currently pay $1,200 per month, plus utilities. Whistling Pete Enterprises is owned 50% by Mark Williams, our president and a director. We paid lease payments under this lease of $18,635 for the year ended December 31, 2018; $17,387 for the year ended December 31, 2017; and $17,332 for the year ended December 31, 2016. We believe the terms of this lease are similar to those that we could negotiate in an arm’s-length transaction with an unrelated third party.

In April 2018, we issued 196,862 shares of common stock to Robert Williams, 501,999 shares of common stock to Mark Williams, and 285,451 shares of common stock to Colin Gibson, all directors of the company. The shares were issued as reimbursements for personally owned shares they transferred under a Master Service Agreement, which should have been issued by us from our authorized common stock. See Item 10.

16

Director Independence

Under the definition of independent directors found in Nasdaq Rule 5605(a)(2), which is the definition we have chosen to apply, none of our directors is independent.

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Our common stock is quoted on the Pink tier of the OTC Markets Group under the trading symbol “TWGL.” These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. Since our inception, the sporadic trading activity in our common stock and the price fluctuations have been volatile, and we cannot assure that any market for our common stock will be maintained.

The following table sets forth the range of low and high closing sale prices for our common stock for each of the periods indicated as reported and summarized by the Pink tier of the OTC Markets Group:

17

On December 3, 2018, the closing price per share for the most recent sale of our common stock on the Pink tier of the OTC Markets Group was $0.25. We have approximately 110 stockholders of record of our common stock. As of April 8, 2019, we had 12,425,420 shares of our common stock issued and outstanding.

Holders of shares of common stock are entitled to receive dividends for our common stock when, as, and if declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors and will depend upon a number of factors, including future revenues, capital requirements, overall financial condition, and such other factors as our board of directors deems relevant.

Penny Stock Rules

Our shares of common stock are subject to the “penny stock” and other rules of the Securities Exchange Act of 1934, as amended. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share that is not traded on a national securities exchange or that has an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers that sell these securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse).

Transactions covered by these rules are subject to additional sales practice requirements, including the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser’s written consent to the transaction before the purchase. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of stockholders to sell their shares.

Equity Compensation Plan

We do not have any equity compensation plans.

We have issued the following securities in the three years before filing this registration statement:

On July 18, 2016, we entered into a Master Service Agreement with Myron Gruenberg under which Mr. Gruenberg was engaged to assist us with our business development and our filing of a registration statement to enable us to become a fully reporting publicly traded company under the Securities Exchange Act of 1934, as amended. The total compensation under the agreement was an aggregate of 984,312 shares of our restricted common stock to vest as follows: (i) 273,420 shares on execution (certificate No. 538); (ii) 273,420 shares on the filing of the Form 10 or similar registration statement (certificate No. 539); and (iii) 437,472 shares on the effective date of the registration statement (certificate No. 540). On August 19, 2016, certificates for the shares were issued and delivered to Mr. Gruenberg. The certificates for the shares referenced in (ii) and (iii) above were held in escrow by Mr. Gruenberg’s attorney.

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On October 22, 2018, we terminated the agreement (effective on November 23, 2018), for Mr. Gruenberg’s failure to provide the services required under the agreement, and we demanded return of the certificates referenced in (ii) and (iii) above as they had not been earned or vested under the terms of the agreement. On November 16, 2018, certificates Nos. 539 and 540 were returned and cancelled by our transfer agent.

We are authorized to issue up to 100,000,000 shares of common stock, par value $0.001, and 5,000,000 shares of preferred stock, par value $0.001. As of April 8, 2019, we had 12,425,420 shares of common stock issued and outstanding and no shares of preferred stock were issued and outstanding.

Each share of common stock entitles the holder thereof to one vote on each matter submitted to a vote at a meeting of the stockholders. All of our common stock is of the same class and has the same rights and preferences. Our capital stock is issued as fully paid, and the private property of the stockholders is not liable for our debts, obligations, or liabilities. Our fully paid stock is not liable to any further call of assessment.

Holders of our common stock are entitled to receive the dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for that purpose. If there is a liquidation, dissolution, or winding up of our company, holders of our common stock would be entitled to distribution of our assets remaining after the payment in full of liabilities and any preferential rights of any then-outstanding securities.

Subsection 1 of Section 78.7502 of the Nevada Revised Statutes empowers a corporation to indemnify any 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, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he is not liable pursuant to Section 78.138 of the Nevada Revised Statutes or if he acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and for any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  

Section 78.138 of the Nevada Revised Statutes provides that, with certain exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that: (a) his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and (b) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

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Article VIII of our bylaws provides that we will indemnify any officer or director and may indemnify any other person to the fullest extent permitted by law as the same exists or may hereafter be amended (but in the case of any amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than was permitted before such amendment). Further, to the extent permitted by the Nevada Revised Statutes, expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding will be paid by us in advance of the final disposition of such action, suit, or proceeding on receipt of an undertaking by or on behalf of such director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by us. Such expenses incurred by other employees and agents may be so paid on such terms and conditions, if any, as our board of directors deems appropriate.  

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

See Item 15 below.

None.

(a)The following financial statements are filed as part of this registration statement: 

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(b)The following exhibits are filed as part of this registration statement: 

_______________

*All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.  

21

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.

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INDEX TO FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

20/20 Global, Inc.

Heyburn, ID 83336

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of 20/20 Global, Inc. (the Company) as of December 31, 2018 and 2017, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 audits, 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 audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2016.

Pinnacle Accountancy Group of Utah

Farmington, Utah

April 9, 2019

F-2

F-3

F-4

EXCHANGE AGREEMENT AND

PLAN OF REORGANIZATION

by and among

RM INVESTORS, INC.

20/20 PRODUCE SALES, INC.

STOCKHOLDERS OF 20/20 PRODUCE SALES, INC.

March 14, 2014

TABLE OF CONTENTS

Page

DEFINITIONS

When used herein, the following terms shall have the meanings indicated:

Section 1.01Closing. The consummation of the transactions contemplated by this Agreement. 

Section 1.02Closing Date. The date on which the Closing occurs.  

Section 1.03Code. The Internal Revenue Code of 1986, as amended. 

Section 1.04Exchange Act. The Securities Exchange Act of 1934, as amended. 

Section 1.05Exchanged RMII Stock. The 4,836,000 shares of RMII Common Stock to be issued and delivered by RMII pursuant to this Agreement in exchange for the shares of Produce Stock issued and outstanding on the Closing Date in order to consummate the acquisition of 100% of the equity interest in Produce by RMII. 

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Section 1.06GAAP. United States generally accepted accounting principles, as in effect on the date of determination, applied on a consistent basis. 

Section 1.0720/20 Produce Sales, Inc., an Idaho corporation. 

Section 1.08RMII Common Stock. The authorized common stock, par value $0.001 per share, of RMII. 

Section 1.09SEC. The United States Securities and Exchange Commission.  

Section 1.10Securities Act. The Securities Act of 1933, as amended. 

Section 1.11RM Investors, Inc., a Nevada corporation. 

Section 1.12 Produce Stock. All of the shares of Produce common stock issued and outstanding as of the Closing Date, which are to be exchanged for shares of RMII Common Stock pursuant to the terms of this Agreement.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF PRODUCE

As soon as practical after the date of this Agreement, Produce shall deliver to RMII the attached schedules incorporated herein by reference, which are collectively referred to as the “Produce Schedules.” The Produce Schedules shall be updated through the date of Closing and shall be certified by the chief executive officer of Produce as complete, true, and accurate.

As an inducement to and to obtain the reliance of RMII, Produce represents and warrants, except as set forth on the Produce Schedules, as follows:

Section 2.01Organization. 

Produce is a corporation duly organized, validly existing, and in good standing under the laws of the State of Idaho and has the corporate power to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not so qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on the business or properties of Produce. 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 Produce’s certificate of incorporation or bylaws.

Section 2.02Approval of Agreement. 

The board of directors of Produce has authorized the execution and delivery of this Agreement by Produce and has approved the consummation of the transactions contemplated hereby. Produce has full power, authority, and legal right, and has taken all action required by law, its articles of incorporation, its bylaws, or otherwise, to consummate the transactions contemplated hereby.

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Section 2.03Capitalization. 

The authorized capitalization of Produce of 11,000 shares of Produce voting common stock, no par value, of which 1,520 shares are issued and outstanding. All issued and outstanding shares of Produce Stock are validly authorized, legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. There are no options, rights, convertible securities, calls, or commitments to which Produce is a party or to which it is subject requiring the issuance of the Produce Stock. All issued and outstanding shares of Produce are validly authorized, legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person.

Section 2.04No Subsidiary or Predecessor. 

Produce does not own, beneficially or of record, any equity securities in any other entity. Since inception, Produce has not had any predecessor, as that term is defined under GAAP.

Section 2.05Financial Information. 

(a)Included in the Produce Schedules are the unaudited balance sheets of Produce as of December 31, 2013 and 2012, and the related unaudited statements of operations and cash flows for the periods then ended. 

(b)Such financial information has been prepared in accordance with GAAP, except as disclosed in the Produce Schedules. All assets reflected on the most recent balance sheet present fairly the assets of Produce, as of the date of such balance sheet. 

(c)Produce has filed all tax returns and reports as required by law. All such returns and reports are accurate and correct in all material respects. There are no income taxes currently due to any governmental agency that have not been paid. Produce does not have any liabilities with respect to the payment of any tax (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of the most recent balance sheet included in the Produce Schedules and all such dates and years and periods prior thereto and for which Produce may be liable in its own right or as transferee of the assets of, or as successor to, any other corporation or other entity, except for taxes accrued but not yet due and payable. 

(d)The books and records, financial and otherwise, of Produce are in all material respects complete and correct and have been made and maintained in accordance with sound business and bookkeeping practices and, in reasonable detail, accurately and fairly reflect the transactions involving the assets of Produce. Produce has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions have been and are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and any other criteria applicable to such statements and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences. 

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(e)Except as set forth in the Produce Schedules, the balance sheet included in the Produce Schedules, or in the notes thereto, Produce (i) has good and marketable title to its accounts receivable, and other debts due or recorded in the records and books of account of Produce, free of any security interests or liens and free of any material defenses, counterclaims, and set-offs, and all of such accounts receivable, invoices, and debts are actual and bona fide amounts due Produce for the total dollar amount thereof shown on the books of Produce and resulted from the regular course of its business; and (ii) the accounts receivable, invoices, and debts set forth on the Produce balance sheets arose in the ordinary course of business and are, net of any reserves shown on the balance sheet, collectible in full in all material respects on the continuation of reasonable collection efforts by Produce or successor personnel and without resorting to litigation and in any event not later than ninety (90) days after the date billed. 

Section 2.06Options or Warrants. 

At the Closing Date there will be no existing options, warrants, calls, commitments, or other rights of any character relating to authorized and unissued Produce Stock or other securities of Produce.

Section 2.07Absence of Certain Changes or Events. 

Except as set forth in this Agreement or in the Produce Schedules, since the date of the balance sheet included in the Produce Schedules:

(a)There has not been (i) any material adverse change in the business, operations, assets, or condition of Produce, except for changes occurring as a result of transactions in the normal course of business of Produce, or (ii) any damage, destruction, or loss to Produce (whether or not covered by insurance) materially and adversely affecting the business, operations, assets, or condition of Produce; 

(b)Produce has not (i) amended its certificate of incorporation; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of Produce; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions, (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer, employee, or shareholder; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees whose monthly compensation exceeds $5,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; 

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(c)Produce has not (i) granted or agreed to grant any options, warrants, or other rights to acquire its stocks, bonds, or other corporate securities; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent balance sheet included in the Produce Schedules and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights (except assets, properties, or rights not used or useful in its business which, in the aggregate have a value of less than $10,000 or assets, properties, or rights disposed of in the ordinary course of business); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Produce; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and 

(d)Produce has not become subject to any law or regulation which materially and adversely affects, or may in the future materially and adversely affect, the business, operations, properties, assets, or condition of Produce. 

Section 2.08Title to Personal and Real Property. 

(a)Except as disclosed in the balance sheet included in the Produce Schedules, Produce has good and marketable title to all its properties, inventory, know-how, interests in properties, and assets, which are reflected in the most recent balance sheet included in the Produce Schedules, or are used in Produce’s business, or acquired after that date (except those sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all material mortgages, security interests, royalties, liens, pledges, charges, or encumbrances, except (i) statutory liens or claims for amounts not yet delinquent; and (ii) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. All personal property held by Produce is in a state of good maintenance and repair, excepting only reasonable wear and tear, and is adequate and suitable for the purposes for which it is presently being used. 

(b)Produce does not own any real property in fee simple. 

(c)Except as disclosed in the Produce Schedules, each such lease is in full force and effect; all rents and additional fees due to date on each such lease have been paid; in each case, the lessee has been in peaceable possession since the commencement of the original term of such lease and is not in default thereunder and no waiver, indulgence, or postponement of the lessee’s obligation thereunder has been granted by the lessor; and there exists no event of default or event, occurrence, condition, or act, which, with the giving of notice, the lapse of time, or the happening of any further event or condition, would become a default under such lease, the occurrence of which would have a material adverse effect on Produce. Produce has not violated any of the terms or conditions under any such lease in any material respect, and all of the material covenants to be performed by any other party under any such lease have been fully performed. The property leased by Produce is in a state of good maintenance and repair, except reasonable wear and tear, and is adequate and suitable for the purposes for which it is presently being used. 

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Section 2.09Intellectual Property. 

Produce owns the entire right, title, and interest to all trade secrets, technology, know-how, tradenames, trademarks, servicemarks, and other proprietary information owned by, or used in connection with the business of, Produce, including all copyrights, patents, patent applications, registrations, and applications with respect thereto (collectively the “Intellectual Property”). Such Intellectual Property is not subject to the payment of royalties or any other obligation to any other person or entity. No employee or former employee of Produce owns, directly or indirectly, any right, title, or interest in or to the Intellectual Property. None of the Intellectual Property is subject to any material order, decree, judgment, stipulation, settlement, encumbrance, or attachment. Except as set forth in the Produce Schedules, there are no pending or threatened proceedings, litigation, or other adverse claims to the Intellectual Property of which Produce is aware. The Intellectual Property does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of Produce as now being conducted and as proposed to be conducted.

Section 2.10Litigation and Proceedings.  

Except as set forth in the Produce Schedules, there are no actions, suits, or proceedings pending or, to the knowledge of Produce or its officers and directors, threatened in writing by or against Produce or affecting Produce or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. Produce is not in material default with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

Section 2.11Contracts. 

(a)Except as described in this Agreement or in the Produce Schedules, Produce is not a party to or bound by, and the properties of Produce are not subject to, any contract, agreement, other commitment or instrument or 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 Produce can now reasonably foresee) materially and adversely affect, the business operations, properties, assets, or financial condition of Produce; and 

(b)Except as included or described in the Produce Schedules or reflected in the accompanying Produce balance sheet, Produce is not a party to any oral or written (i) contract for the employment of any officer, director, or employee, whose compensation is greater than $5,000 per month, which is not terminable on thirty (30) days (or less) notice; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan; (iii) agreement, contract, or indenture relating to the borrowing of money in amounts greater than $10,000 in the aggregate; (iv) guarantee of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guarantees of obligations, which, in the aggregate do not exceed $10,000; (v) consulting or other similar contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) agreement with any present or former officer or director of Produce whose compensation was or is greater than $5,000 per month; or (viii) other contract, agreement, or other commitment, except normal ongoing monthly operating expenses, involving payments by it in the future of more than $10,000 in the aggregate per contract. 

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(c)Produce is not in default in any respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or financial condition of Produce, an there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Produce has not taken adequate steps to prevent such a default from occurring. 

Section 2.12Insurance Claims.  

Except as set forth in the Produce Schedules, during the last three years Produce has not received, or informed its insurance carriers of, any claims for damages, whether or not covered by insurance, for amounts greater than $10,000. Produce is not currently aware of any pending or unasserted claims.

Section 2. 13Governmental Authorizations.  

Produce has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date hereof or as presently contemplated. No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Produce of this Agreement and the consummation by Produce of the transactions contemplated hereby.

Section 2.14Compliance with Laws and Regulations.  

Produce has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or financial condition of Produce or except to the extent that noncompliance would not result in the incurrence of any material liability for Produce.

Section 2.15Insurance.  

Included in the Produce Schedules is a complete list of all business liability, casualty, automobile, extended coverage, and other insurance policies which Produce maintains respecting its products, services, business, properties, and employees, showing for each type of coverage the policy limits, principal exclusions, deductibles, insurer, and other relevant information. Such policies are in full force and effect and are free from any right of termination by the insurance carriers. All of the insurable properties of Produce are insured for its benefit in the amount of their full replacement value (subject to reasonable deductibles) against losses due to fire and other casualty, with extended coverage, and other risks customarily insured against by persons operating similar properties in the localities where such properties are located and under valid and enforceable policies issued by insurers of recognized responsibility.

Section 2.16Transactions with Affiliates.  

Any person who is or has ever been during the previous three years an officer or director of Produce or person owning of record, or known by Produce to own beneficially, 5% or more of the issued and outstanding common stock of Produce and which is to be performed in whole or in part after the date hereof, such contract, agreement, or arrangement was for a bona fide business purpose of Produce and the amount paid or received, whether in cash, in services, or in kind, was, has been during the full term thereof, and is required to be during the unexpired portion of the term thereof, no less favorable to Produce than terms available from otherwise unrelated parties in arm’s length transactions.

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Section 2.17Labor Agreements and Actions. 

Produce is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or sought to represent any of the employees, representatives, or agents of Produce. There is no strike or other labor dispute involving Produce pending or threatened, which could have a material adverse effect on the assets, properties, financial condition, operating results, or business of Produce or (as such business is presently conducted and as it is proposed to be conducted), and Produce is not aware of any labor organization activity involving its employees. Produce is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with Produce, nor does Produce have a present intention to terminate the employment of any of the foregoing. Except as set forth in the Produce Schedules, the employment of each officer and employee of Produce is terminable at the will of Produce.

Section 2.18Pension Obligations.  

Produce does not have any unfunded pension liability to any person or entity in connection with any retirement, pension plan, or similar arrangement.

Section 2.19No 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 Produce is a party or to which any of its properties or operations are subject, which would have a material adverse effect on Produce.

Section 2.20Information. 

The information concerning Produce set forth in this Agreement and in the Produce Schedules 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.

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF

THE PRODUCE SHAREHOLDERS

As an inducement to and to obtain the reliance of RMII, the Produce Shareholders represent and warrant as follows:

Section 3.01Ownership of Produce Stock.  

Each of the Produce Shareholders, individually and not jointly and severally, represent and warrant, (i) that the number of shares of Produce Stock set forth in Schedule 2.03 as being held by them is all of the shares of Produce Stock held by such Shareholder; (ii) that such shares are held both beneficially and of record by such Shareholder; (iii) that such shares are held free and clear of any and all liens, claims, or encumbrances; (iv) that such Shareholder has not transferred or created any right in any other person or entity to acquire such shares; and (v) that the Shareholder has the free and unqualified right to bargain, sell, convey, transfer, and assign the Produce Stock, without the authorization, consent, or approval of any other person or entity.

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Section 3.02Continuity of Investment.  

The Produce Shareholders are acquiring the Exchanged RMII Stock pursuant to this Agreement for investment and not with a view to the distribution thereof. None of the Produce Shareholders has any agreement nor made any commitment to sell the shares of the Exchanged RMII Stock to be acquired hereunder and none of the Produce Shareholders has the present intent to sell or liquidate the Exchanged RMII Stock to be acquired hereunder.

Section 3.03Release Agreements.  

Each of the Produce Shareholders shall execute and deliver an agreement releasing any and all claims such Shareholder may have at or prior to the Closing Date against Produce or the technology or other assets held by Produce.

ARTICLE IV

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF RMII

As soon as practical after the date of this Agreement, RMII will deliver to Produce the attached schedules incorporated herein by reference, which are collectively referred to as the “RMII Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement and updated through the date of Closing, and instruments and data as of such date, or the date indicated on such schedules, all certified by the chief executive officer of RMII as complete, true, and accurate.

As an inducement to, and to obtain the reliance of the Produce Shareholders, RMII represents and warrants, except as set forth on the RMII Schedules, as follows:

Section 4.01Organization.  

RMII is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada, and has the corporate power to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not so qualified in which either the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on the business or properties of RMII. 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 articles of incorporation or bylaws of RMII. RMII has full power, authority, and legal right and have taken all action required by law, its articles of incorporation, bylaws, and otherwise to consummate the transactions herein contemplated.

Section 4.02Approval of Agreements.  

The board of directors of RMII has authorized the execution and delivery of this Agreement by RMII and has approved the consummation of the transactions contemplated hereby. Prior to Closing, RMII shall obtain the approval of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by its stockholders. Subject to such approval, RMII has full power, authority, and legal right, and has taken all action required by law, its articles of incorporation, its bylaws, or otherwise, to execute this Agreement and consummate the transactions contemplated hereby.

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Section 4.03Capitalization.  

The authorized capitalization of RMII consists of 100,000,000 shares of RMII Common Stock, par value $0.001 per share, of which 1,240,000 shares are issued and outstanding. All issued and outstanding shares of RMII Common Stock are validly authorized, legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person. All shares of Exchanged RMII Stock to be issued pursuant to this Agreement are validly authorized and will be, when issued, legally issued, fully paid, and nonassessable and not issued in violation of the preemptive or other right of any person.

Section 4.04No 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 RMII is a party or to which any of its properties or operations are subject which would have a material adverse effect on RMII.

PLAN OF EXCHANGE

Section 5.01Terms of the Exchange.  

The acquisition of Produce as a wholly-owned subsidiary of RMII shall be completed, subject to all of the terms, covenants, and conditions set forth in this Agreement, by the issuance of 4,836,000 shares of the Exchanged RMII Stock to the Produce Shareholders in exchange for 1,520 the shares of Produce Stock, which represent 100% of the equity interest in Produce. The Exchanged RMII Stock shall be issued in the names and denominations set forth on Schedule 2.03 attached hereto and incorporated herein by this reference.

Section 5.02Closing.  

The closing (“Closing”) of the transactions contemplated by this Agreement shall be on a date and at such time as the parties may agree as soon as practical after the date of this Agreement (“Closing Date”).

Section 5.03Closing Events. At the Closing: 

(a)The Produce Shareholders shall deliver the original certificates representing 1,520 shares of Produce Stock, duly executed, with appropriate signature guarantees, for transfer to RMII. RMII shall deliver the original of the certificates representing 4,836,000 shares of common stock of RMII, registered in the names and denominations set forth on Schedule 2.03. 

(b)Each of the respective parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all certificates, financial statements, schedules, agreements, resolutions, or other instruments required by this Agreement to be so delivered at or prior to the Closing together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby. 

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(c)In addition to the foregoing, each of the parties shall execute and deliver such additional documents as may reasonably be required in order to effectuate the transactions herein contemplated in accordance with the requirements of the Code and shall treat such transactions for all tax purposes consistently with the other parties’ treatment thereof and with such characterization as a reorganization under Code section 368(a)(1)(B). 

ARTICLE VI

PRE-CLOSING COVENANTS

Section 6.01.Affirmative and Negative Covenants of Produce. 

(a)Produce hereby covenants and agrees that, prior to the Closing, unless otherwise expressly contemplated by this Agreement or consented to in writing by RMII, Produce will: 

(i)operate its business in all material respects in the usual and ordinary course, consistent with past practice; 

(ii)use all reasonable efforts to preserve substantially intact its business organization, maintain its material rights and franchises, retain the services of its officers and employees and maintain its relationships with its material customers and suppliers; 

(iii)maintain and keep its material properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice; and 

(iv)use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained. 

(b)Except as expressly contemplated by this Agreement or otherwise consented to in writing by RMII, from the date of this Agreement until the Closing Date, Produce will not do any of the foregoing: 

(i)declare or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock; 

(ii)(A) redeem, purchase or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations (except in connection with the exercise of outstanding stock options in accordance with their terms); (B) effect any reorganization or recapitalization; or (C) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock; 

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(iii)(A) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale (including the grant of any security interests, liens, claims, pledges, limitations in voting rights, charges or other encumbrances) of, any shares of any class of its capital stock (including shares held in treasury), any securities convertible into or exercisable or exchangeable for any such shares, or any rights, warrants or options to acquire any such shares; (B) amend or otherwise modify the terms of any such rights, warrants or options the effect of which shall be to make such terms more favorable to the holders thereof; or (C) take any action to accelerate the exercisability of stock options; 

(iv)adopt or propose to adopt any amendments to its certificate of incorporation or bylaws, which would alter the terms of its capital stock or would have an adverse impact on the consummation of the transactions contemplated by this Agreement; or 

(xiii)agree in writing or otherwise to do any of the foregoing. 

Section 6.02Termination.  

This Agreement may be terminated at any time prior to the Closing Date by the consent of both RMII and Produce through action of their respective boards of directors. This Agreement may be terminated by either RMII or Produce in the event the transactions contemplated hereby have not been completed on or before March 31, 2014. In the event of termination pursuant to this section 6.02, no obligation, right, remedy, or liability shall arise hereunder, and the parties shall bear their own costs incurred in connection with the preparation and execution of this Agreement, the preparation and review of financial statements required to be delivered pursuant hereto, and the negotiation of the transactions contemplated hereby.

Section 6.03Post-Closing Covenants of RMII and Produce.  

Subsequent to the Closing of the transactions contemplated by this Agreement, neither RMII, Produce, nor the Produce Shareholders shall undertake (or fail to undertake) any action that would result in the merger failing to qualify as a reorganization within the meaning of section 368(a)(1)(B) of the Code. RMII, Produce, and the Produce Shareholders shall execute and deliver any and all documents, instruments, and agreements necessary to effectuate the purposes of this Agreement. All of the provisions of this section 6.03 shall survive the Closing and the consummation of the transactions contemplated herein.

ADDITIONAL AGREEMENTS

Section 7.01Appropriate Action; Consents; Filings. 

(a)RMII, Produce, and the Produce Shareholders shall each use all reasonable efforts to (i) take, or cause to be taken, all appropriate action, and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement, (ii) obtain from any governmental entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained or made by Produce or RMII or any of its subsidiaries in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement required under  

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(A) the Securities Act and the Exchange Act and the rules and regulations thereunder, and any other applicable federal or state securities laws, and (B) any other applicable Law.

(b)Produce, RMII, and the Produce Shareholders agree to cooperate with respect to, and agree to use all reasonable efforts vigorously to contest and resist, any action, including legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an “Order”) of any Governmental Entity that is in effect and that restricts, prevents or prohibits the consummation of the transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action. Each of Produce and RMII also agree to take any and all actions, including, without limitation, the disposition of assets or the withdrawal from doing business in particular jurisdictions, required by regulatory authorities as a condition to the granting of any approvals required in order to permit the consummation of the Merger or as may be required to avoid, lift, vacate or reverse any legislative or judicial action which would otherwise cause any condition to Closing not to be satisfied. 

(c)Each of RMII and Produce shall give any notices to third parties, and use all reasonable efforts to obtain any third party consents (i) necessary, proper, or advisable to consummate the transactions contemplated by this Agreement, or (ii) otherwise required under any contracts, licenses, leases, or other agreements in connection with the consummation of the transactions contemplated hereby. In the event that any party shall fail to obtain any third party consent described in this subsection above, such party shall use all reasonable efforts, and shall take any such actions reasonably requested by the other party, to limit the adverse effect upon Produce and RMII and their respective businesses resulting, or which could reasonably be expected to result after the Closing Date, from the failure to obtain such consent. 

(d)Each of Produce and RMII shall promptly notify the other of (i) any material change in its current or future business, assets, liabilities, financial condition or results of operations, (ii) any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Entities with respect to its business or the transactions contemplated hereby, (iii) the institution or the threat of material litigation or (iv) any event or condition that might reasonably be expected to cause any of its representations, warranties, covenants or agreements set forth herein not to be true and correct at the Closing Date. As used in the preceding sentence, “material litigation” means any case, arbitration or adversary proceeding or other matter which would have been required to be disclosed on the RMII disclosure schedules, if in existence on the date hereof, or in respect of which the legal fees and other costs might reasonably be expected to exceed $10,000 over the life of the matter. 

Section 7.02Public Announcements. 

The press release announcing the execution and delivery of this Agreement shall be a joint press release of Produce and RMII. In addition, RMII shall be entitled to make such press releases and file such information as it deems advisable to comply with its requirements under United State securities laws.

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Section 7.03OTCBB; and Other Matters. 

Prior to the Closing of the transactions contemplated by this Agreement, each party shall use all reasonable efforts to (a) amend RMII’s articles of incorporation to change the name of the corporation to 20/20 Global, Inc.; (b) apply and receive a new CUSIP number for RMII; (c) amend and restate RMII’s articles to authorize 5,000,000 shares of preferred stock and effect a 2-for-1 forward split of the 6,076,000 shares of RMII common stock issued and outstanding after the Closing; (d) file and obtain from FINRA approval of the forward stock split and the other transactions contemplated by this Agreement; and (e) cause RMII’s stock to be approved for listing under a new trading symbol on the OTCBB market.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF RMII

The obligations of RMII under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 8.01Accuracy of Representations and Satisfaction of Covenants. 

The representations and warranties made by Produce and the Produce Shareholders in this Agreement shall be true as of the Closing, and Produce and the Produce Shareholders shall have performed or complied with all material covenants and conditions required by this Agreement to be performed or complied with by Produce or the Produce Shareholders prior to or at the Closing. RMII shall be furnished with certificates, signed by the chief executive officer of Produce and the Produce Shareholders and dated the Closing Date, to the foregoing effect.

Section 8.02Produce Disclosure Schedules.  

RMII shall have received all of the Produce Disclosure Schedules and such Schedules shall be acceptable, in form and content, to RMII.

Section 8.03Good Standing.  

RMII shall have received a certification that Produce is in good standing, dated as of a date within five (5) days prior to the Closing Date.

Section 8.04UCC Certificate.  

RMII shall have received a Commercial Code certificate as of a date within five (5) days of the Closing Date to the effect that there are no encumbrances of record on the assets of Produce, other than those disclosed in the Produce Schedules.

Section 8.05Other Items.  

RMII shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as RMII may reasonably request.

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ARTICLE IX

CONDITIONS PRECEDENT TO OBLIGATIONS OF PRODUCE

AND THE PRODUCE SHAREHOLDERS

The obligations of Produce under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 9.01Accuracy of Representations and Satisfaction of Covenants.  

The representations and warranties made by RMII in this Agreement shall be true as of the Closing, and RMII shall have performed and complied with all material covenants and conditions required by this Agreement to be performed or complied with by RMII prior to or at the Closing. RMII shall have been furnished with a certificate, signed by the duly authorized chief executive officer of RMII, and dated the Closing Date, to the foregoing effect.

Section 9.02RMII Disclosure Schedules.  

Produce shall have received all of the RMII Disclosure Schedules and such Schedules shall be acceptable, in form and content, to Produce.

Section 9.03Good Standing.  

Produce shall have received a certificate of good standing from the Secretary of State of Nevada with respect to RMII, dated as of a date within five (5) days prior to the date of this Agreement, certifying that RMII is in good standing as a corporation in the state of Nevada.

Section 9.04Other Items.  

Produce shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Produce may reasonably request.

MISCELLANEOUS

Section 10.01Brokers.  

RMII and the Produce Shareholders agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution, or consummation of this Agreement. RMII and the Produce Shareholders each agree to indemnify the other against any claim by any third person for any commission, brokerage, or finder’s fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between such party and such third person, whether express or implied, resulting from the actions of such party. The covenants set forth in this section 10.01 shall survive the Closing and the consummation of the transactions herein contemplated.

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Section 10.02Tax Treatment.  

No representation or warranty is being made or legal opinion given by any party to any other regarding the treatment of this transaction for federal or state income taxation. All parties intend for the transaction to be treated as a “tax-free” reorganization under the provisions of the Code and agree to take all corporate action necessary, to file all tax returns and reports, and prepare financial statements consistent with the treatment of the transaction as a reorganization under section 368(a)(1)(B) for those shareholders resident in the United States. Shareholders not resident in the United States or otherwise unable to qualify for “tax-free” treatment under section 368(a)(1)(B) shall be solely responsible for any tax consequences to them resulting from the consummation of the transactions contemplated hereby. Although this transaction has been structured in an effort to qualify for treatment under section 368(a)(1)(B) of the Code, there is no assurance that any part of this transaction in fact meets the requirements for such qualification. Each party has relied exclusively on its own legal, accounting, and other tax advisers regarding the treatment of this transaction for federal and state income taxes.

Section 10.03Governing Law.  

This Agreement shal1 be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of the state of Utah.

Section 10.04Notices.  

Any notices or other communications required or permitted hereunder shall be in writing and shall be deemed sufficiently given if personally delivered, if sent by facsimile or telecopy transmission or other electronic communication confirmed by registered or certified mail, postage prepaid, or if sent by prepaid overnight courier addressed as follows:

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered or sent by facsimile or telecopy transmission or other electronic communication, or one day after the date so sent by overnight courier.

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Section 10.05Attorneys’ Fees.  

In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the nonbreaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

Section 10.06Costs.  

Each of the parties shall bear its respective costs associated with this Agreement and the transactions contemplated hereby, including legal fees, accounting fees, and other costs and expenses.

Section 10.07Schedules; Knowledge.  

Whenever in any section of this Agreement reference is made to information set forth in the RMII Schedules or Produce Schedules such reference is to information specifically set forth in such schedules and clearly referenced to identify the section of this Agreement to which the information relates. Whenever any representation is made to the “knowledge” of any party, it shall be deemed to be a representation that such officer or director has made a reasonable investigation of such matters.

Section 10.08Third-Party Beneficiaries.  

This Agreement is solely between RMII and Produce and the Produce Shareholders, and no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

Section 10.09Entire Agreement.  

This Agreement, together with the other agreements entered into between the parties contemporaneously with this Agreement (this Agreement and such other documents collectively referred to as the “Transaction Documents”), represent the entire agreement between the parties relating to the subject matter hereof. All previous agreements between the parties, whether written or oral, have been merged into the Transaction Documents. The Transaction Documents fully and completely express the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth in the Transaction Documents.

Section 10.10Counterparts.  

This Agreement may be executed in multiple counterparts, and by the Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. The Parties may deliver this Agreement and the other documents required to consummate the transactions contemplated herein by facsimile/electronic pdf transmission, and each party shall be permitted to rely upon the signatures so transmitted to the same extent and effect as if they were original signatures.

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Section 10.11Amendment or Waiver.  

Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. This Agreement shall only be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the Provision is intended.

Section 10.12Severability.  

If and to the extent that any court of competent jurisdiction holds any provision, or any part thereof, of this Agreement to be invalid or unenforceable, such holding shall in no way affect the validity of the remainder of this Agreement which shall continue in full force and effect.

Section 10.13Successors and Assigns.  

This Agreement shall inure to the benefit of and be binding on the parties and their successors, assigns, heirs, executors, and administrators.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, and the individuals have caused this Agreement to be executed as of the date first above written.

RMII:

RM INVESTORS, INC.

By  /s/ Tom Wason

Tom Wason, President

Produce:

20/20 PRODUCE SALES, INC.

By  /s/ Tom Wason

Tom Wason, President

The Produce Shareholders:

/s/ Robert T. Williams

Robert T. Williams

/s/ Mark D. Williams

Mark D. Williams

/s/ Colin Gibson

Colin Gibson

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