GREENLITE VENTURES INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 22, 2013, Greenlite Ventures Inc. (the "Company") entered into a
purchase and sale agreement (the "Bouncy Ted Agreement") to acquire the right,
title and interest in and to a mobile application called "Bouncy Ted", and any
associated intellectual property or assets (the "Bouncy Ted Application"). The
Bouncy Ted Agreement is between the Company, Apptopia Inc. (the "Facilitator"),
and Adam Khankhel. Under the terms of the Bouncy Ted Agreement, the Company
transmitted $1,020.00 to the Facilitator, of which $800.00 is to be transmitted
to the Mr. Khankhel upon completion of the transfer of the Bouncy Ted
On, September 4, 2013, the Company entered into a purchase and sale agreement
(the "On Time Studies Agreement") to acquire the right, title and interest in
and to another mobile application called "On Time Studies", and any associated
intellectual property or assets (the "On Time Studies Application"). The On Time
Studies Agreement is between the Company, the Facilitator, and Kaspar Pedersen.
Under the terms of the On Time Studies Agreement, the Company transmitted
$2,300.00 to the Facilitator, of which $2,000.00 is to be transmitted to the Mr.
Pederson upon completion of the transfer of the On Time Studies Application.
The Bouncy Ted Application is a children's game designed with the objective of
keeping a bouncing bear named Ted from falling in the water by drawing a series
of lines on the screen with each line functioning like a trampoline. The On Time
Studies Application is an application designed for students to track their
school schedules and homework assignments. The Bouncy Ted Application and On
Time Studies Application (the "Applications") are currently sold on the Apple
App Store for Apple devices running the iOS operating system. The Company plans
to port the Applications to be sold in the Google Play store for mobile devices
running the Android operating system. The Company is awaiting verification of
its Apple Developer Account and the Applications will be transferred following
the approval of the Company's Apple Developer Account.
The Applications are part of the Company's shift from the business of marketing
and selling carbon offsets to the business of acquiring, developing and
marketing mobile applications. The Applications are the first mobile
applications in the Company's portfolio. The Company has been actively searching
for mobile applications to purchase for development and sale. In addition, the
Company has been actively looking for mobile developers to develop applications
based on concepts that the Company is currently developing. The Company intends
to focus on children's games and social media applications.
The foregoing description of the Bouncy Ted Agreement and On Time Studies
Agreement and related documents and transactions does not purport to be complete
and is qualified in its entirety by reference to the complete text of the Bouncy
Ted Agreement and On Time Studies Agreement attached hereto as Exhibits 10.1 and
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Effective August 29, 2013, the Company terminated its Carbon Offset Marketing
Agreement (the "Carbon Offset Marketing Agreement") with United Nature Inc.
("United Nature") dated for reference August 14, 2010. The Carbon Offset
Marketing Agreement was terminated pursuant to a Settlement Agreement (the
"Settlement Agreement") dated for reference June 21, 2013 between United Nature
and the Company. Under the terms of the Settlement Agreement, United Nature paid
USD $36,833.00 to the Company and returned 300,000 shares of the Company's
Common Stock for cancellation.
The Company has determined that it would no longer proceed with the marketing
and distribution of carbon offsets. The Company made this determination after
receiving initial verbal reports from the its marketing consultant Phantasma
Media LLC that the offsets that the Company had acquired under the Carbon Offset
Marketing Agreement would not be valuable in the current market without
incurring significant expenses related to certifying the offsets. Given the
costs associated with certification, the uncertainty of profitable sales in the
event of certification and United Nature's desire to terminate the Carbon Offset
Marketing Agreement, the Company has decided to change its business to
acquiring, developing and selling mobile applications.
The foregoing description of the Settlement Agreement and related documents and
transactions does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Settlement Agreement attached as Exhibit
ITEM 5.02 DEPARTURE OF DIRECTORS AND CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
On August 30, 2013, the Company entered into a management consulting agreement
(the "Management Consulting Agreement") dated August 30, 2013, with Howard
Thomson, the Company's CEO, CFO, President, Secretary, Treasurer and Director.
Under the terms of the Management Consulting Agreement, Mr. Thomson agreed to
act as the Company's CEO, CFO, President, Secretary and Treasurer in
consideration of a base consulting fee of $750 per month. In addition to the
base consulting fee, the Company issued 5,000,000 shares of common stock to Mr.
Thomson (the "Earn-Out Shares). The Earn-Out Shares will be held in the custody
of the Company or its designee and released to Mr. Thomson on the basis of 10%
of the original number of Earn-Out Shares on each anniversary of the Management
Consultant Agreement. Notwithstanding that the shares are held in custody and
are not released to Mr. Thomson, all voting and dividend rights in respect of
the Earn-Out Shares shall accrue to Mr. Thomson and he shall be entitled to
exercise such rights and receive such benefits in respect of the Earn-Out
Shares. In the event of termination of the Management Consulting Agreement, any
Earn-Out Shares not released, or scheduled to be released within six (6) months
shall be returned to the Company for cancellation and Mr. Thomson shall have no
further rights in respect of such shares. Mr. Thomson shall execute any stock
powers or other documents necessary to give effect to such cancellation and
hereby appoints the Company as his attorney for such purposes. The Board of
Directors may also grant stock options under any stock option plan adopted by
The foregoing description of the Management Consulting Agreement and related
documents and transactions does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Management Consulting
Agreement attached as Exhibit 10.4 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description of Exhibit
10.1 Purchase and Sale Agreement dated August 23, 2013 between the
Company, Apptopia Inc. and Adam Khankel.
10.2 Purchase and Sale Agreement dated September 4, 2013 between the
Company, Apptopia Inc. and Kaspar Pedersen.
10.3 Settlement Agreement dated for reference June 21, 2013, between
the Company and United Nature Inc.
10.4 Management Consulting Agreement dated August 30, 2013 between
the Company and Howard Thomson.
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