OFFERING CIRCULAR
Form 1-A/A: Tier 1
QUALITY OF LIFE MARKETING, INC.
1350 NE 125 STREET, Suite 201C,
NORTH MIAMI, FL 33161
Best Efforts Offering of up to 4,000,000 Common Shares
Minimum Purchase: 2,000 Shares ($1,000)
This prospectus relates to the offering and sale of up to Four million (4,000,000) Common Shares of the Company for an aggregate, maximum gross dollar offering of Two Million ($2,000,000) Dollars (the "Offering"). The Offering is being made pursuant to Tier 1 of Regulation A, promulgated under the Securities Act of 1933. Each Common Share will be offered at FIFTY CENTS ($0.50) per share. There is a minimum purchase amount of Two Thousand Common Shares, at $0.50 per share for an aggregate purchase price of One Thousand and 00/100 Dollars.
Investing in this offering involves high degree of risk, and you should not invest unless you can afford to lose your entire investment. See "Risk Factors" beginning on page 9. This offering circular relates to the offer and sale or other disposition of up to Four million (4,000,000) Common Shares, at $0.50 per share . See "Securities Being Offered" beginning on page 34.
This is our offering, and no public market currently exists for our common stock. The Offering price is arbitrary and bears to relationship to any criteria of value. The Company does not intend to seek a public listing for the Common Shares until it feels there is sufficient capital or investors interest to do so. Moreover, our common stock is not listed for trading on any exchange or automated quotation system. The Company presently does not intend to seek such listing for its common stock, but should it hereinafter elect to do so, there can be no assurances that such listing will ever materialize.
The proposed sale will begin as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the "SEC") and the relevant state regulators, as necessary and will terminate on the sooner of the sale of the maximum number of shares being sold, twelve months from the effective date of this Offering Statement or the decision by Company management to deem the offering closed. The shares offered hereby are offered on a "best efforts" basis, and there is no minimum offering.
We have made no arrangements to place subscription proceeds or funds in an escrow, trust or similar account, which means that the proceeds or funds from the sale of common stock will be immediately available to us for use in our operations and once received and accepted are irrevocable. See "Plan of Distribution" and "Securities Being Offered" for a description of our capital stock.
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THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE COMMON SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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Underwriting |
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Number of |
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Price to |
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discount and |
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Proceeds to |
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Proceeds to |
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Share |
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Public (3) |
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commissions (1) |
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issuer (2) |
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other persons |
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Per Share |
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1 |
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0.50 |
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0 |
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0.50 |
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0.00 |
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Total Minimum |
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2,000 |
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$ |
1,000.00 |
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0.00 |
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1,000.00 |
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0.00 |
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Total Maximum |
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4,000,000 |
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$ |
2,000,000 |
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0.00 |
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$ |
2,000,000 |
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$ |
0.00 |
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(1) |
We do not intend to use commissioned sales agents or underwriters. |
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(2) |
The amounts shown are before deducting organization and offering costs to us, which include legal, accounting, printing, due diligence, marketing, consulting, finders fees, selling and other costs incurred in the offering of the common stock. |
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(3) |
The Shares are offered at $0.50 per share, with a Minimum Purchase of 2,000 Shares. |
We are following the "Offering Circular" format of disclosure under Regulation A.
The date of this
Preliminary Offering Circular is December 10, 2019
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TABLE OF CONTENTS
Summary Information ________________________________________ |
6 |
Risk Factors ________________________________________________ |
9 |
Dilution ____________________________________________________ |
18 |
Plan of Distribution _________________________________________ |
19 |
Use of Proceeds _____________________________________________ |
20 |
Description of Business _______________________________________ |
21 |
Management's Discussion and Analysis ___________________________ |
26 |
Directors, Executives, and Significant Employees ___________________ |
29 |
Executive Compensation ______________________________________ |
32 |
Securities Ownership of Management and Control Persons ___________ |
33 |
Interest of Management and Others In Certain Transactions ___________ |
35 |
Securities Being Offered ______________________________________ |
36 |
Financial Statements _________________________________________ |
35 |
Exhibits ____________________________________________________ |
45 |
Signatures __________________________________________________ |
46 |
FORWARD LOOKING STATEMENTS
THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS "ESTIMATE", "PROJECT", "BELIEVE", "ANTICIPATE", "INTEND", "EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.
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SUMMARY OF INFORMATION IN OFFERING CIRCULAR
As used in this prospectus, references to the "Company", "company", "we", "our", "us", "QUALITY OF LIFE MARKETING, INC.", "QUALITY OF LIFE MARKETING", "QOLM", or "Company Name" refer to QUALITY OF LIFE MARKETING, INC., unless the context otherwise indicated.
You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.
The Company |
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Organization: |
We were incorporated under the laws of the Province of Ontario, Canada on October 31, 2003. On August 13 2019 our Company was domiciled in Wyoming. Our principal office is located at 1350 NE 125 STREET, Suite 201C, NORTH MIAMI, FL 33161. |
Capitalization: |
Our articles of incorporation provide for the issuance of up to (i) 50,000,000 shares of Common stock, par value $0.001 and (ii) 5,000,000 shares of Preferred stock of one or more classes, par value $0.001. As of the date of this Prospectus there are 5,000,000 shares consisting of 4,000,000 Common stock and 1,000,000 of SERIES A preferred stock issued and outstanding. |
Management: |
Our Chief Executive Officer is Hamon Francis Fytton. He currently also acts as our President and Secretary and Financial Officer. Our officer and also serves as a Director of the Company. There are no other officers or directors of the Company. Our CEO spends approx. 10-20 hours per week to the affairs of the Company. |
Controlling Shareholders: |
Our Officer and sole Director owns all 1,000,000 shares of SERIES A Preferred stock and 3,590,000 shares of Common stock respectively. As such, our sole current Officer and Director will be able to exert a significant influence over the affairs of the Company at the present time, and will continue to do so after the completion of the offering |
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Independence: |
We are not a blank check company, as such term is defined by Rule 419 promulgated under the Securities Act of 1933, as amended, as we have a specific business plan and we presently have no binding plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person. |
Our Business |
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Description of Operations: |
QUALITY OF
LIFE MARKETING |
Historical Operations: |
Since inception, the Company has limited its operations to primarily researching potential media acquisitions and licensing opportunities and preparing for this offering. As of September 30, 2019 we have an accumulated deficit of $8,500.00. |
Current Operations: |
The Company is currently focused on researching potential media rights and acquisition opportunities as well as sourcing its capital raise requirements. |
Growth Strategy: |
The Company will seek to begin its acquisition strategy upon completion of this offering. The timing of commencement of operations may be influenced by our relative success of this offering. We may not raise sufficient proceeds through this offering in order to fully execute our business plans. |
The Offering |
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Securities Offered: |
4,000,000 shares of Common stock at $0.50 per share. |
Common Stock Outstanding before the Offering: |
4,000,000 shares of Common stock. |
Common Stock Outstanding after the Offering |
8,000,000 shares of Common stock. |
Use of Proceeds |
The proceeds will be deployed for development of the business plan and related working capital expenses. |
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Termination of the Offering: |
The offering will commence as soon as practicable after this Offering Circular has been qualified by the Securities and Exchange Commission (the "SEC") and the relevant state regulators, as necessary and will terminate on the sooner of the sale of the maximum number of shares being sold, twelve months from the effective date of this Offering Statement or the decision by Company management to deem the offering closed. |
Offering Cost: |
We estimate our total offering registration costs to be $30,000. If we experience a shortage of funds prior to funding, our officer and director has verbally agreed to advance funds to the Company to allow us to pay for offering costs, filing fees, and correspondence with our shareholders; however our officer and director has no legal obligation to advance or loan funds to the Company. |
Market for the Shares: |
The Shares being offered herein are not listed for trading on any exchange or automated quotation system. The Company does intend to seek such a listing at any time following the registration and capital raise. |
Market for our Common Stock: |
Our common stock is not listed for trading on any exchange or automated quotation system. We do intend, upon the effectiveness of this Offering Statement to seek such a listing. We may, however, seek to obtain a listing at a later date based on the outcome of this offering , although there can be no guarantee that we will be able to file and later have declared effective, a registration statement made pursuant to the Securities Act of 1933. Moreover, there can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTQB Marketplace; nor can there be any assurance that such an application for quotation will be approved . |
Common Stock Control: |
Our officer and director currently owns the majority of the Common Stock (more than 75%) and has, therefore complete voting control of the Company. Additionally he owns all the issued and outstanding SERIES A Preferred stock of the company, and will continue to own all of these shares to control the operations of the company after this offering, irrespective of its outcome. |
Preferred Stock Control: |
Our officer and director currently owns all the issued and outstanding SERIES A Preferred stock of the company, and will continue to own all of these shares to control the operations of the company after this offering, irrespective of its outcome. These shares contain a provision in their designation (see Exhibit 1A-3 - SERIES A Preferred Share Designation) as follows "the certificate of designation of your SERIES A Preferred Stock that those securities are convertible into any number of shares of common stock as "determined by mutual agreement of the Corporation and the holder of the Series A Preferred Stock...,". It should therefore be noted that the holder of these SERIES A Preferred Shares, controls the corporation. |
Best Efforts Offering: |
We are offering our common stock on a "best efforts" basis through our Chief Executive Officer, who will not receive any discounts or commissions for selling the shares. There is no minimum number of shares that must be sold in order to close this offering. |
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2. RISK FACTORS
Investing in our shares involves risk. In evaluating the Company and an investment in the shares, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering circular. Each of these risk factors could materially adversely affect QOLM's business, operating results or financial condition, as well as adversely affect the value of an investment in our shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.
Risks Related to the Company
The Company recently underwent a Reorganization and Re-capitalization that affects our operating history.
The Company has been dormant since the end of 2007 with no Bank Account and has never had shares issued. On August 13, 2019 the Company was domiciled in Wyoming. This affected a Reorganization and Re-capitalization for the Company. Prior to this reorganization, QOLM was a wholly owned subsidiary of a parent corporation, and did not issue shares. It had been dormant from the end of 2007 until January 2019. As a result the prior two most recently completed fiscal year end financial statements would contain no financial information, and would consist of all NIL entries. As a result the Company appears to be a recently formed corporation with no recent operating history.
Our having generated no revenues from operations makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.
As of December 10, 2019, we have generated no revenues. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues and expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.
The company has realized significant operating losses to date and expects to incur losses in the future
The company has operated at a loss since inception, and these losses are likely to continue. QOLM's net loss for the period ending September 30, 2019 was $13,500. Until the company achieves profitability, it will have to seek other sources of capital in order to continue operations.
The Company has limited capitalization and a lack of working capital and as a result is dependent on raising funds to grow and expand its business.
The Company lacks sufficient working capital in order to execute its business plan. The ability of the Company to move forward with its objective is therefore highly dependent upon the success of the offering described herein. Should we fail to obtain sufficient working capital through this offering we may be forced to abandon our business plan.
Because we have a limited history of operations we may not be able to successfully implement our business plan.
We have less than one year of operational history in our industry since our reorganization and recapitalization in 2019. This resulted in our re-registration in Wyoming in 2019. Accordingly, our operations are subject to the risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and limited revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.
We are a recently organized corporation with a limited operating history, and we may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our stockholders.
We were originally incorporated on October 31, 2003, and our business was the distribution of DVD's through a monthly rental program. This rental program was offered by independent distributors throughout the US. These operations ceased in 2005. We continued to offer the sale of DVD's direct to retail outlets and pursue other opportunities in the media industry until 2007. Following our reorganization and recapitalization in 2019, we have a limited operating history. Our financial condition, results of operations and ability to make or sustain distributions to our stockholders will depend on many factors, including:
We are dependent on the sale of our securities to fund our operations .
We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity securities. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.
The Company is dependent on key personnel and loss of the services of any of these individuals could adversely affect the conduct of the company's business.Our business plan is significantly dependent upon the abilities and continued participation of our officers and directors. It would be difficult to replace any of them at such an early stage of development of the Company. The loss by or unavailability to the Company of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of one's investment. There can be no assurance that we would be able to locate or employ personnel to replace any of our officers, should their services be discontinued. In the event that we are unable to locate or employ personnel to replace our officers we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.
Our Certificate of Incorporation and Bylaws limit the liability of, and provide indemnification for, our officers and directors.Our Certificate of Incorporation, including controlling state statute permits us to indemnify our officers and directors to the fullest extent authorized or permitted by law in connection with any proceeding arising by reason of the fact any person is or was an officer or director of the Company. Furthermore, our Certificate of Incorporation provides that no director of the Company shall be personally liable to it or its shareholders for monetary damages for any breach of fiduciary duty by such director acting as a director. Notwithstanding this indemnity, a director shall be liable to the extent provided by law for any breach of the director's duty of loyalty to the Company or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, pursuant to section 174 of the General Corporation Law of Wyoming (unlawful payment of a stock dividend or unlawful redemption of stock), or for any transaction from which a director derived an improper personal benefit. Our Certificate of Incorporation permits us to purchase and maintain insurance on behalf of directors, officers, employees or agents of the Company or to create a trust fund, grant a security interest and/or use other means to provide indemnification.
Our Bylaws permit us to indemnify our officers and directors to the full extent authorized or permitted by law.
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
The Company may not be able to attain profitability without additional funding, which may be unavailable.
The Company has limited capital resources. Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.
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Risks Relating to Our Business
We may not be able to sell the products and services we offer.
Due to a lack of a specific recent operating history, we cannot be certain that we are able to sell our products and services to our intended audience. We may acquire and license media assets of books, videos and lesson plans, but may not be able to sell the products because of competition and overall market conditions.
The profitability of attempted acquisitions and media investments is uncertain.We intend to acquire and license media assets of books, videos and lesson plans and develop our own content for our selected markets. Media assets, acquisition and development of rights to those media rights entails risks that may not meet our audience approval. The business plan may fail to perform in accordance with expectations. In undertaking these projects, we will incur certain risks, including the expenditure of funds on, and the devotion of management's time to, transactions that may not come to fruition. Additional risks inherent in the projects include risks that the media assets will not achieve anticipated sales or market acceptance. Expenses may be greater than anticipated.
Many of our products may be shelved for a period of time.
Because media assets are relatively illiquid, our ability to vary our portfolio promptly in response to economic or other conditions will be limited. After investing in a licensing or purchase agreement it may be some time before we can schedule their release and therefore delays revenue from some of the media assets. The foregoing and any other factor or event that would impede our ability to respond to adverse changes in the performance of our product offering could have an adverse effect on our financial condition and results of operations.
If we purchase or develop assets at a time when the media market is experiencing substantial influxes of capital investment and competition for media assets, those that we purchase or develop may decrease in value.
The media space is currently experiencing a substantial influx of capital from investors worldwide. This substantial flow of capital, combined with significant competition for original works, may result in inflated prices for such assets. To the extent we purchase or develop media assets in such an environment, we are subject to the risk that if the media market ceases to attract the same level of capital investment in the future as it is currently attracting, or if the number of companies seeking to acquire such assets decreases, our the value of our media assets may decrease significantly below the amount we paid for or expended in the development and licensing of such assets.
We may not make a profit.
The prices that we can obtain media assets will depend on many factors that are presently unknown, including their authors fame, demographic trends for our target market and available financing. There is a risk that we will not realize any significant revenue from our media investments. Our cost of marketing is based on industry estimates and not based on recent experience of our Company. Accordingly, your ability to recover all or any portion of your investment under such circumstances will depend on the amount of funds so realized and claims to be satisfied therefrom.
Our investments may not be diversified.
Our potential profitability and our ability to diversify our investments may be limited, both geographically and by the type and number of media assets we invest in. We will be able to purchase or develop additional media assets only as additional funds are raised or alternatively if owners accept our stock in exchange for an interest in the titles they control. Because we may have to accept less well known authors due to financial considerations our overall media investments may reduce in value. Our media assets may not be well diversified and their economic performance could be affected by changes in subscriber demand.
Competition with third parties for media assets and other investments may result in our paying higher prices for media assets which could reduce our profitability and the return on your investment.
We compete with many other entities engaged in media acquisition and distribution, many of which have greater resources than we do. Some of these companies may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. Any such increase would result in increased demand for these assets and increased prices. If competitive pressures cause us to pay higher prices for media assets, our ultimate profitability may be reduced and the value of our media assets may not appreciate or may decrease significantly below the amount paid for such media assets. At the time we elect to dispose of one or more of our media assets, we will be in competition with sellers of similar media assets to locate suitable purchasers, which may result in us receiving lower proceeds from the disposal or result in us not being able to dispose of the assets due to the lack of an acceptable return. This may cause you to experience a lower return on your investment.
The Company may not be able to effectively control the timing and costs relating to the acquisition and creation of or improvements on media assets, which may adversely affect the Company's operating results and the its ability to make a return on its investment or disbursements of dividends or interest to our shareholders.
Nearly all of the media assets to be acquired by the Company will require some level of editing and cataloging immediately upon their acquisition or soon thereafter. The Company may acquire media assets that it plans to extensively re-purpose. For example; take a full length video and create a multi-part series from it. The Company may also acquire media assets that we assumed would be suitable for our targeted audience but are not well received by those audiences. The Company's media assets will also have been created at varying times and may not age well, and may no longer be relevant in todays market and audience expectations. Consequently, the Company; will routinely retain independent contractors to perform much of this work, and the Company will be exposed to all of the risks inherent in using independent contractors, including potential cost overruns, delays by contractors in completing work, delays in the time and poor workmanship. If the Company's assumptions regarding the costs and resources necessary across our media assets prove to be materially inaccurate, the Company's operating results and ability to make distributions to our Shareholders may be adversely affected.
The Company has not yet identified any specific media assets to acquire or improve with net proceeds of this offering, and you will be unable to evaluate the economic merits of the Company's investments made with such net proceeds before making an investment decision to purchase the Company's securities.
The Company will have broad authority to invest a portion of the net proceeds of this offering in any media assets opportunities the Company may identify in the future, and the Company may use those proceeds to make acquisitions and licensing deals with which you may not agree. You will be unable to evaluate the economic merits of the Company's media assets before the Company invests in them and the Company will be relying on its ability to select attractive investment media assets. In addition, the Company's investment policies may be amended from time to time at the discretion of the Company's Management, without out advance notice to the Company's Shareholders. These factors will increase the uncertainty and the risk of investing in the Company's securities. Although the Company intends to use substantial portion of the net proceeds of this offering to acquire and create media assets suitable for its targeted markets, including working capital, the Company cannot assure you that it will be able to do so. The Company's failure to apply the proper portion of the net proceeds of this offering effectively or find suitable media assets to acquire and develop in a timely manner or on acceptable terms could result in losses or returns that are substantially below expectations.
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Risks Related to Our Securities
Our sole Officer and Director currently owns all of the SERIES A Preferred stock of the Company. These shares may be converted into Common Stock without a Shareholder vote
Our sole officer and director currently owns all the issued and outstanding SERIES A Preferred stock of the company, and will continue to own all of these shares to control the operations of the company after this offering, irrespective of its outcome. These shares contain a provision in their designation (see Exhibit 1A-3 - SERIES A Preferred Share Designation) as follows "the certificate of designation of your SERIES A Preferred Stock that those securities are convertible into any number of shares of common stock as "determined by mutual agreement of the Corporation and the holder of the Series A Preferred Stock...,". It should therefore be noted that the holder of these SERIES A Preferred Shares, controls the corporation.
It is possible that upon investment that these conditions become modified or removed entirely by an investment group or group of investors. There can be no guarantee that this will happen.
There is no current established trading market for our Common Stock and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities.
There is currently no established public trading market for our Common Stock and an active trading market in our securities may not develop or, if developed, may not be sustained. While we intend to seek a quotation on a major national exchange or automated quotation system in the future, there can be no assurance that any such trading market will develop, and purchasers of the common stock may have difficulty selling their common stock. No market makers have committed to becoming market makers for our common stock and none may do so.
The offering price of the Shares being offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.
Currently, there is no public market for our Shares. The offering price for the Shares being registered in this offering has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value. Thus, investors should be aware that the offering price does not reflect the market price or value of our common shares.
We may, in the future, issue additional shares of common stock, which would reduce investors percent of ownership and may dilute our share value.
Our Articles of Incorporation authorize the issuance of fifty million (50,000,000) shares of Common Stock; and five million (5,000,000) shares of Preferred Stock of all classes. As of the date of this Prospectus the Company has five million (5,000,000) shares, consisting of four million (4,000,000) shares of Common Stock and one million (1,000,000) shares of Preferred Series A issued and outstanding. If we sell the entire 4,000,000 shares of Common stock in this Offering, we will have eight million (8,000,000) shares of Common Stock issued and outstanding with the Preferred shares remaining the unchanged.
Accordingly, we may issue up to an additional thirty-two million (32,000,000) shares of Common Stock and four million (4,000,000) of Preferred Shares of the same or different Classes. The future issuance of Common Stock may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders. We may value any Common Stock issued in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our Common Stock.
We are media company and we finance our business through the sale of Common Stock .
As with many other media companies, we will from time to time finance our business through the sale of our Common Stock. This way have the capital to license the assets we acquire. Our goal is to purchase or license media assets this way until our cash flow is sufficient that we are self-financing. We may also acquire debt in the form of mezzanine or bridge financing. We may borrow such funds from a traditional bank or non-bank third party. However we expect to limit this type of financing based on our cash flow. We also hope to finance acquisition costs mostly with the sale of our common stock in this offering. As a result, our balance sheet may be unduly leveraged and if we cannot sell or liquidate our media assets, we will be burdened by debt service, including, but not limited to payment of principal and interest and other fees.
We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.
We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.
If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.
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3. DILUTION
If you invest in our shares, your interest will be diluted to the extent of the difference between the offering price per share of our common stock in this offering and the as adjusted net tangible book value per share of our capital stock after this Offering. The following table demonstrates the dilution that new investors will experience relative to the Company's net tangible book value as of September 30, 2019. Net tangible book value is the aggregate amount of the Company's tangible assets, less its total liabilities. The table presents three scenarios: a $0.5 million raise ($500,000) from this Offering, a $1 million raise from this Offering and a fully subscribed $2 million raise from this Offering.
Proceeds from Sale |
|
$0.5MM |
$1MM |
$2MM |
Percentage of Shares Sold |
|
25% |
50% |
100% |
Price Per Share |
|
$0.50 |
$0.50 |
$0.50 |
Shares Issued |
|
1,000,000 |
2,000,000 |
4,000,000 |
Capital Raised |
|
500,000 |
1,000,000 |
2,000,000 |
Less Offering Costs |
|
30,000 |
30,000 |
30,000 |
Net Proceeds |
|
470,000 |
970,000 |
1,970,000 |
Net Tangible Value Pre-Financing |
|
4,000 |
4,000 |
4,000 |
Net Tangible Value Post-Financing |
|
473,000 |
973,000 |
1,973,000 |
Shares Issued and Outstanding - Pre Financing |
|
4,000,000 |
4,000,000 |
4,000,000 |
Shares Issued and Outstanding - Post Financing |
|
5,000,000 |
6,000,000 |
8,000,000 |
Net Tangible Value Pre-Financing |
|
$0.001 |
$0.001 |
$0.001 |
Increase/Decrease per Share Attributable To New Investors |
|
$0.10 |
$0.16 |
$0.24 |
Net Tangible Book Value per Share, Post Offering |
|
$0.10 |
$0.17 |
$0.25 |
Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor's stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, convertible notes, preferred shares or warrants) into stock. If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. The company has authorized and issued two classes of shares of stock, namely Common stock and SERIES A Preferred Stock. Therefore, all of the company's current shareholders and the investors in this Offering will experience the same dilution if the company decides to issue more shares in the future.
4. PLAN OF DISTRIBUTION
We are offering a maximum of 4,000,000 Common Shares on a no minimum, "best efforts" basis. We will sell the shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our shares using our best efforts and no one has agreed to buy any of our shares. This prospectus permits our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they may sell. There is currently no plan or arrangement to enter into any contracts or agreements to sell the shares with a broker or dealer. Our officers and directors will sell the shares and intend to offer them to friends, family members and business acquaintances. There is no minimum amount of shares we must sell; so no money raised from the sale of our shares will go into escrow, trust or another similar arrangement.
The shares are being offered by Hamon Fytton, the Company's Chief Executive Officer and Director. Mr. Fytton will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the shares. No sales commission will be paid for shares sold by Mr. Fytton. Mr. Fytton is not subject to a statutory disqualification and is not associated persons of a broker or dealer.
Additionally, Mr. Fytton primarily performs substantial duties on behalf of the registrant other than in connection with transactions in securities. Mr. Fytton has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.
The offering will terminate upon the earlier to occur of: (i) the sale of all 4,000,000 shares being offered, or (ii) 365 days after this Offering Circular is declared effective by the Securities and Exchange Commission or (iii) or the decision by Company management to deem the offering closed.
No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.
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5. USE OF PROCEEDS TO ISSUER
We estimate that, at a per share price of $0.50, the net proceeds from the sale of the 4,000,000 shares in this Offering will be approximately $1,970,000, after deducting the estimated offering expenses of approximately $30,000.
We will utilize the net proceeds from this offering to acquire media assets and for marketing our products and for general corporate purposes, including financing, operating expenses and our other expenses.
Accordingly, we expect to use the net proceeds, estimated as discussed above as follows, if we raise the maximum offering amount:
|
|
|
|
Maximum |
|
Maximum |
Amount |
Percentage |
Acquisition of media assets |
400,000 |
20% |
Other media assets development costs |
600,000 |
30% |
Marketing |
400,000 |
20% |
Working Capital |
300,000 |
15% |
General Expenses |
270,000 |
14% |
Offering Expenses (2) |
30,000 |
1.5% |
TOTAL |
2,000,000 |
100% |
(1) " Acquisition of Media Assets Expenses " are expenses related to our selection and acquisition of media assets, whether or not the assets are acquired outright or with limited rights. These expenses include but are not limited to travel and communications expenses, non-refundable option payments on media assets and minimum payments, accounting fees and expenses and miscellaneous expenses. The presentation in the table is based on the assumption that we will finance these acquisitions form the proceeds of this offering.
(2)" Offering Expenses " include projected costs for Legal and Accounting, Audit, Publishing/Edgar and Transfer Agents Fees and consultants.
The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan.
The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.
DETERMINATION OF OFFERING PRICE
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our common stock is not listed on a public exchange, the Company may choose to file and obtain a listing on the Over the Counter Marketplace following qualification of this offering circular. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock.There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.
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6. DESCRIPTION OF BUSINESS
Our Company
QUALITY OF LIFE MARKETING, INC. was incorporated under the laws of the Province of Ontario, Canada on October 31, 2003. We have successfully filed articles of incorporation for a continuance in the State of Wyoming which were approved on September 19, 2019. Our principal office is located at 1350 NE 125 STREET, Suite 201C, NORTH MIAMI, FL 3316.
We are an internally managed media company engaged in planning and operating a number of membership websites. Some of these sites are owned by third parties where QOLM provides the management tools, content, advertising selection and other facilities necessary for the day-to-day operation of their online business. Our primary goal is to own and operate a number of sites, aimed at specific target markets, where the operation is a Company owned entity. We are an emerging growth company, and we expect to use substantially all of the net proceeds from this offering to engage in the selection and acquisition of media assets, whether or not the assets are acquired outright or with limited rights. These 'limited rights' are typically country and/or language specific combined with a time limit. Some assets will have continuing royalty payments associated with their licensing rights. This is advantageous to our Company because these payments will be based on actual usage and not an outright fixed fee. Therefore our customers will ultimately be the deciders of which of these titles are the most appropriate and relevant to our target audience.
We believe the growth and fragmentation of the personal entertainment market have created an unprecedented opportunity for a subscriber based business model.
Prior Operations and Shareholders
During the Company's prior operations, our parent company had approximately 1,500 shareholders. These shareholders were part of QOLM's prior business and were part of the Company when operations ceased in 2007. The Management decided that this shareholders should be part of QOLM's reorganization and recapitalization as a digital media company. We have set aside 410,000 shares of the Company's Common Stock for distribution to this group. This will be completed following the qualification of these offering.
We also have a potential list of subscribers from our prior business numbering several thousand. These individuals had previously being affiliate distributors in a video rental company, controlled by our CEO, and were part of QOLM's prior business. None of these prior distributors have had an opportunity to either become new affiliates of the QOLM platform, nor invest in our shares as of the date of this filing.
We anticipate providing such an opportunity following the qualification of this offering. Even though our Company is new, we anticipate that some of these prior members will contribute to our business success.
Media Assets from Prior Operations
During the Company's prior operations it acquired several media assets. These are not valued on the Company's Balance Sheet as they are fully impaired and do not provide any revenue. Many of these titles are under a non-exclusive license to the Company. Others titles need to be repurposed from their existing format and length for the new platform. As operations commence, we intend to revalue some of these assets, and they may later appear on the Company's Balance Sheet. There can be no pre-determined value placed on them at this time.Principal Products and Services
The Company in its early stage of product and media platform development. It does have any revenue, and cannot credit when and if it will be profitable. We do not expect to make a profit for several years. As we roll out our business model, our principal product will be entertainment content: webinars, video series and lesson plans. With the help of our creative team we plan to develop a slate of projects in the entertainment industry. We expect to realize our first revenues from entertainment projects within the first 6 months following platform launch.We plan to initially focus on the United States and Canada as our target markets. We expect to build a significant subscriber base and media assets intended to generate current income and to provide capital appreciation and cash flow.
The Subscriber Base Business Model
The Company is using a Subscriber Base Business Model for each of its planned sites. We expect our community of subscribers and shareholders, to become an important competitive advantage in an otherwise fiercely competitive entertainment market. We believe that subscribers who are emotionally and financially invested in projects are significantly more likely to see them, evangelize them, and support them. Having a large audience invested in our projects will give us a competitive advantage because when our projects are released, assuming we have a large group of subscribers helping to make these projects successful.In addition to helping us promote projects, we feel that a large subscriber base invested in our success can help us in other ways, including:
The Company is using a Subscriber Base Business Model for each of its planned sites. We plan to both license existing content and develop and produce our own content. As we roll out our business model, our principal product will be entertainment content, such as: webinars, video series and lesson plans. Our plan is to partner with proven creators and authors to create content, and use established and emerging distribution channels and technologies to monetize it. Our goal is to have a diversified slate of projects that can generate revenue from one or more of the following activities: membership revenue, advertising revenue, joint venture third-party sales and merchandising.
With the help of our licensed and internally developed assets, we plan to develop a suite of projects in the media industry targeted at our audience. We expect to realize our first revenues from entertainment projects within the first 6 months following platform launch.
Developing, licensing and distributing our content into the media marketplace
We plan to accomplish this by partnering with existing studios, networks and distributors on the development, financing, production and distribution of content. We plan to use established business models currently used in the entertainment industry. Revenue streams can come from multiple sources in the form of production fees and bonuses, revenue share, royalty participation, merchandising, ancillary market development and sales, distribution, licensing and format fees, and contingent compensation, just to name a few. We plan to work with established content creators across an array of genres to create a diversified suite of projects to minimize the risk of over-concentration in any one genre or medium. We expect some projects to be internally developed and others to be externally acquired, and projects are expected to be in all different stages of development from the acquisition of underlying intellectual property to the participation in the distribution of a finished media.Offering content directly to consumers via multiple digital platforms
Several of the newer digital platforms acquire content in all types including short form video series to feature length productions. Many also offer the integrated system features to allow for various payment models including subscription, pay-per-view or purchase. Commitments from such platforms can help us secure financing, talent and possible ancillary market revenue streams. We plan to market our content to all such platforms, thereby offering our content directly to consumers.
Offering Brand integrations and sponsorships
To help defray the cost of our content production, we plan to identify organic brand integration and product placement for our content, and seek advertising/sponsorship partners for the production and distribution of our shows. For example, we might work with a brand to integrate their product into our content, or custom develop content to the brand's specification in exchange for a fee. We might also work directly with one or more sponsors who pay us to develop content that is released for free to consumers on a portal that includes advertisements from the sponsor(s).
Offering content, merchandise, and experiences that are sold directly to consumers via our website
Having a subscriber base that are emotionally and financially invested in the Company and/or its products creates unique opportunities for us to develop products that are sold directly to subscribers on our websites.
As our Company grows, we believe our ability to market and sell content, merchandise, and experiences directly to consumers via our websites will grow as well
Growing the Subscriber Base
The power and value of our platform is proportional to its size. As our Subscriber Base grows, so will our access to high quality entertainment projects as well as our ability to market and support these projects. As such, growing the subscriber base is currently our number one priority.
Since we are a new company, marketing and public relations is an extremely important way for us to grow the Company. In fact, we plan to spend up to 20% of the money we raise from this offering on marketing and promoting the Company and its products. The money we spend on marketing builds our brand, enhances our public visibility, and grows our community. This in turn drives growth of the subscriber base, and increases our competitive advantage.
Competition
The entertainment industry is fiercely competitive. There are thousands of other companies involved in the creation of entertainment content, from giant international conglomerates to small independent creators. These companies are the Company&s competitors in that we are all competing to develop entertainment for consumers. However, collaboration is common in the entertainment industry, so we also view these companies as potential partners.
We believe QOLM offers a unique value proposition compared to most other entertainment companies. For example, if we compete with other companies to partner with another media or production company to co-produce or co-develop a new project, we believe our ability to bring our subscriber base and experience with this business model to the project, along with the funds to help develop it, gives us a competitive advantage.
Intellectual Property
The Company does not currently own any Intellectual Property, however many of the media assets we intend to license are registered as Trademarks and/or copyright. When the Company creates its own content we intend to both trademark and copyright the content whenever possible.
Our Competitive Strengths
We believe the experience of our directors and officers, as well as our investment strategies, distinguish us from other media companies. Specifically, our competitive strengths include the following:
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Government Regulation
Our business is subject to many laws and governmental regulations, mostly related to data privacy, refund policies and ecommerce regulations in various markets. Changes in these laws and regulations, or their interpretation by agencies and courts, occur frequently.
Investment Company Act of 1940
We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.
Employees:
Currently, the company does not have any full time employees. The company may hire a number of employees as needed after effectiveness of this offering primarily to support our acquisition and development efforts.
Legal Proceedings
We do not know of existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
7. DESCRIPTION OF PROPERTY
Our principal offices are located at 1350 NE 125 STREET, Suite 201C, NORTH MIAMI, FL 33161. The office is provided at no charge by our CEO. We do not currently lease or own any other real property.
14
8. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We were incorporated under the laws of the Province of Ontario, Canada on October 31, 2003. On September 19 2019 our Company was domiciled in Wyoming. Our principal office is located at 1350 NE 125 STREET, Suite 201C, NORTH MIAMI, FL 33161.
Our mission is to grow a subscriber base that are financially and emotionally invested in our success, and use that community to fund, develop, market and monetize entertainment content. We are in early stages of development. Our activities since inception have consisted primarily of business formation, fundraising, growing the subscriber base, forming creative alliances, building an advisory board, internally developing entertainment projects, sourcing external entertainment projects, and preparing for this offering.
Since its revival, the Company has devoted substantially all of its efforts to business planning, research and development, identifying potential content providers and raising capital. Accordingly, the Company is considered to be an emerging growth company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced. The Company has generated minimal revenues from operations and therefore lacks meaningful capital reserves.
Operating Results
As of September 30, 2019 we have generated $0 revenue and incurred expenses of $8,500. Our operating expenses consist of the costs incurred in organizing the company and this offering. As a result, our net loss for the period from inception through September 30, 2019 was $13,500. Our accumulated deficit at September 30, 2019 was $8,500.
To meet our need for cash we are attempting to raise money from this offering. The maximum aggregate amount of this offering will be required to fully implement our business plan. If we are unable to successfully generate revenue we may quickly use up the proceeds from this offering and will need to find alternative sources. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.
Liquidity and Capital Resources
As of September 30, 2019 the Company had $0 in cash and total liabilities of $8,500. As of September 30, 2019, the Company has incurred total expenses since inception of $8,500, related entirely to the costs associated with this Offering. In management's opinion, the Company's cash position is insufficient to maintain its operations at the current level for the next 12 months. We are attempting to raise funds to proceed with our plan of operation. The Company hopes to raise up to $2,000,000 in this Offering. If we are successful at raising the maximum amount of this offering, we believe that such funds will be sufficient to fund our expenses over the next twelve months.
Although we intend on identifying media assets for licensing and acquisition with our proceeds, there is no guarantee that we will acquire any such assets. Executing on our business plan will depend highly on our funds, the availability of those funds, and the size of the projects we engage in. Upon the qualification of the Form 1-A, the Company plans to pursue its business plan with any available capital and use our CEO's industry contacts to attract investors. There can be no assurance of the Company's ability to do so or that additional capital will be available to the Company. If so, the Company's investment objective of acquiring media assets will be adversely affected and the Company may not be able to execute on its business plan if it is unable to finance such projects. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that additional capital will be available to the Company. If we are successful at raising capital by issuing more stock, or securities which are convertible into shares of the Company, your investment will be diluted as a result of such issuance.
We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are an emerging growth company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.
Off-Balance Sheet Arrangements
As of September 30, 2019 we did not have any off-balance sheet arrangements.
Plan of Operations
Over the next 12 months our plan of operations consists of the following activities:;
Licensing Existing Content
We
have developed relationships with several potential partners that may allow us to license their media
assets. Our ability to partner on these projects will be heavily dependent
upon how much money we raise for licensing deposits and minimums where necessary.
Developing and Producing the Company's own Media Assets We have several media projects currently in the planning stage that we hope to monetize in the 12 months following qualification of this offering. None of these projects have been announced. Growing the Subscriber Base Since the size and engagement of our subscriber base determines its value, we will continue to invest significant time and resources to growing and cultivating our planned membership sites. We believe that as these grow, so will our access to high quality media assets, our ability to support the membership websites, and our competitive advantage in the marketplace. This objective involves many different activities including:
General Business Development
We plan to continue investing heavily in business development to generate business and marketing opportunities for the Company. This activity consists of sourcing entertainment projects, sourcing distribution channels, networking with potential advisory board members and/or board of directors members and potential marketing partners.
As of September 30, 2019, we have $0 in cash, and a regular operational "burn rate" of approximately $500 per month. While our operational expenses are consistent from month to month, we also have variable spending each month from our discretionary marketing and project funds. This "burn rate" will increase significantly as operations commence. We cannot assure you that we will have sufficient capital to finance our growth and planned business operations in the future or that such capital will be available to us on terms that are favorable to us or at all. We are currently incurring operating deficits that are expected to continue for the foreseeable future. That said, assuming we raise at least the minimum amount of $500,000 in this offering, we would reduce our operating expenses and conserve cash so that these funds would allow us to continue our planned operations through at least the end of 2020. We would not expect to make significant financial investments in external projects, but would instead focus on internal development of projects, business development, and seeking additional funding and finance partners.
If we raised the maximum offering amount of $2 million, we would grow our internal development resources, fund operations for the next several years, and plan to make significant investments in external entertainment projects.
Fundraising Plans
Even if we were to raise the maximum amount of $2 million in this offering, we would still plan to raise additional funds over the next 12 to 24 months. That's because the more shareholders we have in the Company, the more powerful our company becomes, and the greater our competitive advantage in the marketplace.
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9. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The board of directors elects our executive officers annually. A majority vote of the directors who are in office is required to fill vacancies. Each director shall be elected for the term of one year, and until her successor is elected and qualified, or until her earlier resignation or removal. Our directors and executive officers are as follows:
The table below lists our directors and executive officers, their ages, and the date of their first appointment to such positions. Each position is currently held with an indefinite term of office.
Name |
Position |
Age |
Date of First |
|
|
|
Appointment |
Hamon Francis Fytton |
Chief Executive Officer/DirectorPresident/ Director/Secretary |
65 |
January 1, 2019 * |
|
|
|
* This date reflects the recent revival of the Company and the transition to a Wyoming corporation
Hamon Fytton- CEO and Director
Over the last five years Mr. Fytton acted as a consultant to several public companies and private companies seeking to become public. In this capacity he has overseen the preparation of numerous registration statements, subscription agreements, SEC filings, prospectus offerings and general company information packets. He has also often acted as an Officer and/or director for several companies, aiding in their transition from private to public. He has conducted several seminars in the past 12 months on the JOBS Act and the new Crowdfunding and REG A+ regulations. He continues to consult with various investment groups in the US and other countries.
In 1997 Mr. Fytton co-founded Internet Advisory Corporation which became a public company within the first year of operations. Within three years of starting, the company had a market capitalization of over $100 million. He is currently a Director and shareholder of Gold Entertainment Group, Inc. a public company.
16
Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Board Composition
Our Bylaws provide that the Board of Directors shall consist of no more than five (5) directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company's majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.
Director Independence
Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules and regulations of the SEC.
Corporate Governance
There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.
Family Relationships
None.
Involvement in Certain Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following;
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting her involvement in any type of business, securities or banking activities,
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
Significant Employees
None.
17
10. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information about the annual compensation of each of our two highest-paid persons who were directors or executive officers during our last completed fiscal year.
|
|
Cash |
Other |
Total |
|
Capacities in which |
compensation |
compensation |
compensation |
Name |
compensation was received |
($) |
($) |
($) |
Hamon Fytton |
CEO, Director |
-0- |
-0- |
-0- |
Compensation of Directors
We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans.
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11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.
|
|
|
|
|
Amount and |
|
|
|
|
|
|
Amount and |
|
|
nature of |
|
|
|
|
|
|
nature of |
|
|
beneficial |
|
|
Percent |
|
Name and address of beneficial |
|
beneficial |
|
|
ownership |
|
|
of class |
|
owner (1) |
|
ownership (2) |
|
|
acquirable |
|
|
(3) |
|
Hamon Fytton |
|
3,590,000 |
|
|
-0- |
|
|
90% |
|
|
|
|
|
|
|
|
|
|
|
All directors and officers as a group (1 persons) |
|
3,590,000 |
|
|
-0- |
|
|
90% |
|
|
(1) |
The address of those listed is 1350 NE 125 STREET, Suite 201C, NORTH MIAMI, FL 33161. |
|
(2) |
Our sole director owns 3,590,000 of Common and 1,000,000 of SERIES A Preferred shares. Unless otherwise indicated, all shares are owned directly by the beneficial owner. |
|
(3) |
Based on 5,000,000 shares consisting of an aggregate 4,000,000 shares of Common stock and 1,000,000 of SERIES A Preferred shares outstanding prior to this Offering. |
19
12. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
During the last fiscal year, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.
Conflicts of Interest and Corporate Opportunities
The officers and directors have acknowledged that under Wyoming law that they must present to the Company any business opportunity presented to them as an individual that met the Wyoming's standard for a corporate opportunity: (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position inimical to their duties to the corporation. This is enforceable and binding upon the officers and directors as it is part of the Code of Ethics that every officer and director is required to execute. However, the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities are to be presented to the Board. It is the Company's intention to adopt such policies and procedures in the immediate future.
20
13. SECURITIES BEING OFFERED
Common Shares
Our authorized capital stock consists of (i) fifty million (50,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"), (ii) five million (5,000,000) shares of PREFERRED of all Classes, par value $0.001 per share (the "PREFERRED Stock"), with (iii) one million (1,000,000) shares of SERIES A PREFERRED stock, par value $0.001 issued and outstanding at the time of this offering. As of September 30, 2019, we have 4,000,000 shares of Common stock and 1,000,000 shares of SERIES A Preferred shares issued and outstanding.
The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.
Common Stock
The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.
Preferred Stock
Each one (1) share of SERIES A Preferred Stock shall have voting rights held at all stockholders' meetings for all purposes, including election of directors equal to 10 shares of common stock.
Options and Warrants
The management may at some future date decide that it is in the best interests of the shareholders to issue warrants. At the time of this filing, there are no immediate plans to issue, nor any outstanding warrants or options.
Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.
Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.
Other Rights. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.
Transfer Agent and Registrar
None. We may appoint one at any time during this offering.
Share Eligible for Future Sale
Prior to this offering, there was no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.
We have outstanding an aggregate of 5,000,000 shares consisting of 4,000,000 shares of Common stock and 1,000,000 of SERIES A Preferred Stock. None of these shares will be freely tradable without restriction or further registration under the Securities Act, except as allowed following a qualification of this offering under Regulation A +, unless those shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.
The 4,000,000 shares of Common stock issued prior outstanding after this offering will be restricted as a result of securities laws. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.
21
14. FINANCIAL STATEMENTS
QUALITY OF LIFE MARKETING, INC.
(AN EMERGING GROWTH COMPANY)
FINANCIAL STATEMENTS - UNAUDITED
For the period ended September 30, 2019.
CONTENTS: |
|
|
|
|
|
|
|
Balance Sheet as of September 30, 2019. |
|
|
|
Statement of Operations for the period from January 1, 2019 to September 30, 2019. |
|
|
|
Statements of Stockholder's Deficit for the period from January 1, 2019 to September 30, 2019. |
|
|
|
Statements of Cash Flows for the period from January 1, 2019 to September 30, 2019. | |
|
|
Notes to the Financial Statements |
|
22
QUALITY OF LIFE MARKETING, INC.
(AN EMERGING GROWTH COMPANY)
BALANCE SHEET - UNAUDITED
As of September 30, 2019.
ASSETS |
|
| September 30, 2019 | |||||
|
|
|
| |||||
Current Assets: |
|
|
| |||||
Cash |
|
| $ 0 | |||||
Total Current Assets |
|
|
| |||||
TOTAL ASSETS |
|
| 0 | |||||
|
|
|
| |||||
LIABILITIES AND STOCKHOLDER'S EQUITY |
|
|
| |||||
|
|
|
| |||||
Current liabilities: |
|
|
| |||||
Related Party Note |
|
| 8,500 | |||||
Total Current Liabilities |
|
| 8,500 | |||||
Total Liabilities |
|
| 8,500 | |||||
|
|
|
| |||||
Stockholders' Equity |
|
|
| |||||
Preferred Stock; 5,000,000 shares authorized; par value $0.001 per share; 1,000,000 shares Issued and Outstanding |
|
| 1,000 | |||||
Common Stock: 50,000,000 shares authorized, par value $.001 per share; 4,000,000 shares Issued and Outstanding |
|
| 4,000 | |||||
Additional Paid In Capital |
|
|
| |||||
|
|
|
| |||||
Prior Accumulated Retained Earnings |
|
|
| |||||
Current net profit (loss) |
|
| (13,500) | |||||
Less: Dividends |
|
|
| |||||
|
|
|
| |||||
Total Shareholders' Equity |
|
| (8,500) | |||||
|
|
|
| |||||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY |
|
| $0 | |||||
The accompanying notes are an integral part of these financial statements.
23
QUALITY OF LIFE MARKETING, INC.
(AN EMERGING GROWTH COMPANY)
STATEMENT OF OPERATIONS
For the Period January 1, 2019 (Inception) through September 30, 2019.
|
|
| From January 1, 2019 to September 30, 2019 | ||
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
| $ 0.00 |
|
|
|
|
|
|
Operating expenses: |
|
|
|
| 8,500 |
Total operating expenses |
|
|
|
| 8,500 |
|
|
|
|
|
|
Net Profit |
|
|
|
| (8,500) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders |
|
|
|
| 0.001 |
|
|
|
|
|
|
Weighted-average number of common shares outstanding |
|
|
|
| 4,000,000 |
The accompanying notes are an integral part of these financial statements.
24
QUALITY OF LIFE MARKETING, INC.
(AN EMERGING GROWTH COMPANY)
STATEMENT OF STOCKHOLDER'S DEFICIT
for the period of January 1, 2019 (inception) to September 30, 2019
| Additional | Total | |||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Shareholders' | ||||||||||
| Shares | Par Value | Shares | Par Value | Capital | Deficit | Deficit | ||||||||
| Beginning Balance, January 1, 2019 (Inception) | - | - | - | - | - | $ - | $ - | |||||||
| Issuance of Preferred Stock $0.001 Par Value | 1,000,000 | 1,000 | - | - | - | - | - | |||||||
| Issuance of Common Stock $0.001 Par Value | - | - | 4,000,000 | 4,000 | - | - | - | |||||||
| Net Income (loss) for the period ended September 30, 2019 | - | - | - | - | - | (13,500) | - | |||||||
| Ending Balance, September 30, 2019 | 1,000,000 | $1,000 | 4,000,000 | $4,000 | $(13,500) | $(8,500) | ||||||||
25
QUALITY OF LIFE MARKETING, INC.
(AN EMERGING GROWTH COMPANY)
STATEMENT OF CASH FLOWS
FROM THE PERIOD January 1, 2019 (INCEPTION) to September 30, 2019.
|
|
| From January 1, 2019 (Inception) to September 30, 2019 | ||
|
|
|
|
|
|
Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
Net Income (loss) |
|
|
|
| ($13,500) |
Net cash used in operating activities |
|
|
|
| (13,500) |
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
Common & Preferred Stock issued |
|
|
|
| 5,000 |
Related Party Loan |
|
|
|
| 8,500 |
Net Cash Flows From Financing Activities |
|
|
|
| 13,500 |
Net Increase In Cash |
|
|
|
| 13,500 |
|
|
|
|
|
|
Cash Beginning |
|
|
|
| - |
Cash Ending |
|
|
|
| - |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
26
Note 1. Organization, History and Business
QUALITY OF LIFE MARKETING, INC. ("the Company") was incorporated under the laws of the Province of Ontario, Canada on October 31, 2003. On August 13 2019 our Company was domiciled in Wyoming. This effected a Reorganization and Re-capitalization for the Company. Prior to this reorganization, QOLM was a wholly owned subsiderary of a parent corporation, and did not issue shares. It had been dormant from the end of 2007 until January 2019.
We are an internally managed media company engaged in operating a number of membership websites. The Company's fiscal year end is December 31.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Revenue is derived from contracts with our consumers. Revenue is recognized in accordance with ASC 605. As such, the Company identifies performance obligations and recognizes revenue over the period through which the Company satisfies these obligations. Any contracts that by nature cannot be broken down by specific performance criteria will recognize revenue on a straight line basis over the contractual term of period of the contract.
Accounts Receivable
Accounts receivable is reported at the customers' outstanding balances, less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.
Allowance for Doubtful Accounts
An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.
Stock Based Compensation
When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, "Stock Compensation" ("ASC 718"). Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, "Equity-Based Payments to Non-Employees." Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.
The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term "forfeitures" is distinct from "cancellations" or "expirations" and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and
27
Note 2. Summary of Significant Accounting Policies (continued)
warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Loss per Share
The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted earnings (loss) per share has not been presented since there are no dilutive securities.
Cash and Cash Equivalents
For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.
Concentration of Credit Risk
The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Business segments
ASC 280, "Segment Reporting" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of September 30, 2019.
Income Taxes
The Company accounts for its income taxes under the provisions of ASC Topic 740, "Income Taxes." The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and
Note 2. Summary of Significant Accounting Policies (continued)
liability method requires the recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.
28
Recent Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.
Note 3. Income Taxes
Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.
The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:
|
|
|
|
|
|
|
| September 30, 2019 | |
|
|
|
|
|
|
|
|
|
|
U.S statutory rate |
|
|
|
|
|
|
| 34.00% | |
Less valuation allowance |
|
|
|
|
|
| -34.00% | ||
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
|
|
|
|
| 0.00% | |
The significant components of deferred tax assets and liabilities are as follows:
|
|
|
|
|
|
|
| September 30, 2019 | |
Deferred tax assets |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Net operating gain/losses |
|
|
|
|
|
| $ | (8,500) | |
|
|
|
|
|
|
|
|
|
|
Deferred tax liability |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
|
|
|
|
| ||
Less valuation allowance |
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
Deferred tax asset - net valuation allowance |
|
|
|
| $ | 0 | |||
Note 3. Income Taxes (Continued)
The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and "Accounting for Uncertainty in Income Taxes". The Company had no material unrecognized income tax assets or liabilities as of September 30, 2019.
The Company's policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period January 1, 2019 (inception) through September 30, 2019 there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and the state of Delaware. We are not currently involved in any income tax examinations.
29
Note 4. Related Party Transactions
The following related party transactions following the Company's Reorganization and Re-capitalization.
Related Party Stock Issuances:
The following stock issuances were made to officers of the company as compensation for services:
On September 30, 2019 the Company issued 5,000,000, consisting of 3,590,000 shares of its authorized Common Stock and 1,000,000 of its authorized SERIES A Preferred Stock to Hamon Fytton as consideration for $4,590.00.
The Company also Issued, and set aside, a further 410,000 Common Shares for later distribution to the shareholders of its former parent company.
Related Party Note.
On January 1, 2019 Hamon Fytton, the Chief Executive Officer, loaned the Company the sum of $8,500.00. The note is payable upon demand and bears no interest.
Note 5. Stockholders' Equity
Common Stock
The holders of the Company's common stock are entitled to one vote per share of common stock held.
As of September 30, 2019 the Company had 5,000,000 shares consisting of 4,000,000 shares of Common Stock and 1,000,000 shares of SERIES A Preferred Stock issued and outstanding.
Note 6. Commitments and Contingencies
Commitments:
The Company currently has no long term commitments as of our balance sheet date.
Contingencies:
None as of our balance sheet date.
Note 7 - Net Income(Loss) Per Share
The following table sets forth the information used to compute basic and diluted net income per share attributable to QUALITY OF LIFE MARKETING, INC., for the period January 1, 2019 (inception) through September 30, 2019.
30
|
|
|
|
|
|
|
|
|
| September 30, 2019 | |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
|
|
|
|
|
|
| $ | (8,500) | |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding basic: |
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common stock |
|
|
|
|
|
|
|
| 4,000,000 | ||
Equivalents |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |||
Equivalents |
|
|
|
|
|
|
|
|
|
| |
Stock options |
|
|
|
|
|
|
|
|
| 0 | |
Warrants |
|
|
|
|
|
|
|
|
| 0 | |
Common Shares |
|
|
|
|
|
|
|
|
| 0 | |
Weighted-average Common shares |
|
|
|
|
|
|
| 4,000,000 | |||
outstanding- Diluted |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |||
Note 8. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has not generated significant revenue. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management believes that the Company's capital requirements will depend on many factors including the success of the Company's development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future. The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 9. Subsequent Events
None.
31
15. INDEX TO EXHIBITS
Exhibit 1A - 2A
CERTIFICATE OF INCORPORATION AND AMENDMENT THERETO
Exhibit 1A-2B
BY-LAWS
Exhibit 1A-3
SERIES A Preferred Share Designation
Exhibit 1A-4
SUBSCRIPTION AGREEMENT
Exhibit 1A-12
OPINION OF COUNSEL
32
16. SIGNATURES
Pursuant to the requirements of the Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of North Miami, State of Florida, on December 10, 2019.
Quality Of Life Marketing, Inc.
|
||||||
By: |
/s/ Hamon Francis Fytton |
|||||
Name:
|
Hamon Francis Fytton
|
|||||
Title:
|
Chief Executive Officer
|
|||||
Name
|
Title
|
Date
|
||
/s/ Hamon Francis Fytton
|
Chief Executive Officer
(Principal Executive Officer) and Chairman of the Board
|
December 10, 2019
|
||
Hamon Francis Fytton
|
||||
/s/ Hamon Francis Fytton |
Chief Financial Officer, Secretary and Treasurer (Principal Financial
Officer and Principal
Accounting Officer)
|
December 10, 2019
|
||
Hamon Francis Fytton
|
Quality Of Life Marketing, Inc. – Offering Circular |
33 |
EX1A-2B
BYLAWS OF QUALITY OF LIFE MARKETING, INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Wyoming as the Board of Directors may from time to time
fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the
Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxy holder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. b) A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. c) A proxy holder need not be a shareholder of the Corporation. |
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation including opening bank accounts, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Wyoming state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by
the shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 – Removal
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
ARTICLE IV: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the sun-ender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration
as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VII: FISCAL YEAR
The fiscal year end of the Corporation shall be December 31st, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not
apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within thirty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Wyoming. Such list shall be certified by an officer of the Corporation.
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
EX1A-3
CERTIFICATE OF DESIGNATION, PREFERENCE AND RIGHTS OF SERIES A PREFERRED STOCK OF QUALITY OF LIFE MARKETING, INC.
Pursuant to the Business Organizations Law of the State of Wyoming
QUALITY OF LIFE MARKETING, Inc., a corporation organized and existing under the laws of the State of Wyoming (the "Corporation"), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation by unanimous written consent on August 17, 2019, pursuant to the authority vested in the Board of Directors by Article IV of the Certificate of Incorporation of the Corporation which creates and authorizes 5,000,000 shares of Preferred Stock of the Corporation, par value 0.001 (the " Preferred Stock"):
Resolved, that pursuant to the authority vested in the Board of Directors by Article IV of the Certificate of Incorporation of the Corporation, a series of Preferred Stock is hereby established, the distinctive designation of which shall be “Series A Preferred Stock” (such series being hereinafter called “Series A Preferred Stock”), and the preferences and relative, participating, optional or other special rights of the Series A Preferred Stock, and the qualifications, limitations or restrictions thereof (in addition to the relative powers, preferences and rights, and qualifications, limitations or restrictions thereof, set forth in the Corporation’s Certificate of Incorporation which are applicable to shares of Preferred Stock of all series) shall be as follows:
1.
Number of Shares; Stated Value and Dividends. The Corporation hereby designates one (1) share of the authorized shares of preferred stock as Series A Preferred Stock. The stated value of the Series A Preferred Stock shall be $0.001 par value. The holder of share of Series A Preferred Stock shall not be entitled to receive dividends.
2.
Liquidation Preference. In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, the holder of Series A Preferred Stock may at his sole option elect to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.001 for the outstanding share of Series A Preferred Stock. Upon the completion of this distribution and any other distribution that may be required with respect to series of preferred stock of this Corporation that may from time to time come into existence, if assets remain in this Corporation the holders of the common stock of this Corporation shall receive all of the remaining assets of this Corporation. For purposes of this Section 2, a liquidation, dissolution or winding up of this Corporation shall be deemed to be occasioned by, or to include, (i) the acquisition of the Corporation by another entity by means of any transaction or series of related transactions including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Corporation or any transaction in which the Corporation is the surviving entity or (ii) a sale of all or substantially all of the assets of the Corporation unless the Corporation's shareholders of record as constituted immediately prior to such transaction will, immediately after such transaction (by virtue of securities issued as consideration in the transaction) hold at least 50% of the
voting power of the surviving or acquiring entity. Whenever a distribution provided for in this Section 2 shall be payable in securities or property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined and agreed to by the Board of Directors of this Corporation.
3.
Redemption. The Series A Preferred Stock is not redeemable without the prior written consent of the holder of such Series A Preferred Stock.
4.
Conversion. The share of Series A Preferred Stock shall be convertible, at the sole option of the Corporation, at any time after the date of issuance of such share at the office of this Corporation into such number of fully paid and non-assessable shares of common stock of the Corporation as is determined by mutual agreement of the Corporation and the holder of the Series A Preferred Stock at the time of conversion.
5.
Voting Rights. The holder of the share of Series A Preferred Stock shall have the following voting rights:
(a) The holder of each share of Series A Preferred Stock shall be vote with the equivalent of ten (10) shares of Common Stock, in all voting matters. The holder of the share of Series A Preferred Stock shall be entitled to vote on all matters submitted to a vote of the shareholders of the Corporation, voting together with the holders of the common stock and of any other shares of capital stock of the Corporation entitled to vote at a meeting of shareholders as one class, except in cases where a separate or additional vote or consent of the holders of any class or series of capital stock or other equity securities of the Corporation shall be required by these Articles or applicable law, in which case the requirement for any such separate or additional vote or consent shall apply in addition to the single class vote or consent otherwise required by this paragraph.
(b) As of each record date for the determination of the Corporation's shareholders entitled to vote on any matter (a "Record Date"), the share of Series A Preferred Stock shall have voting rights and powers equal to the number of votes that entitle the holder of the share of Series A Preferred Stock to exercise one vote more than one-half of all votes entitled to be cast as of such Record Date by all holders of capital stock of the Corporation so as to ensure that the votes entitled to be cast by the holder of the share of Series A Preferred Stock shall be equal to at least fifty-one percent (51%) of all votes entitled to be cast.
(c) Without the written consent of the holder of the share of Series A Preferred Stock at a meeting of the shareholders of this Corporation called for such purpose, the Corporation will not amend, alter or repeal any provision of the Articles of Incorporation (by merger or otherwise) so as to adversely affect the preferences, rights or powers of the Series A Preferred Stock.
6.
Status of Redeemed Stock. In the event the share of Series A Preferred Stock shall be redeemed pursuant to Section 3 hereof, or converted pursuant to Section 4 hereof, the share shall be cancelled and returned to the status of authorized but unissued shares of preferred stock.
7.
Taxes. This Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of the share of Series A Preferred Stock.
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