America Great Health 8-K, filed Dec 29, 2021
America Great Health (AAGH)
About this 8-K
America Great Health filed this 8-K on December 29, 2021, reporting on events of December 10, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 28, 2021 (December 10, 2021)
AMERICA GREAT HEALTH
(Exact name of registrant as specified in its charter)
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Wyoming |
000-27873 |
98-0178621 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1609 W Valley Blvd Unit 338A
Alhambra, CA 91803
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (626) 576-1299
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 1 - Registrant’s Business and Operations Item
Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2021, America Great Health (the “Company”) entered into an Advisory Committee Member Consulting Agreement with Iden Michael Borkin (the “Consultant”). Pursuant to the Agreement, Consultant is to provide advisory services, as a member to the Advisory Committee to the Board of Directors of the Company, including without limitation, assisting the Company in finding and hiring expert consultants familiar with the U.S. Food and Drug Administration.
Consultant shall be compensated with 7,500,000 restricted shares of the Company’s stock within 45 days of the Agreement.
This Agreement shall be for an initial one-year term and shall renew automatically for successive one-year terms up to a maximum of three (3) years unless terminated by either party pursuant to the Agreement.
The preceding description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Advisory Committee Member Consulting Agreement with Iden Michael Borkin dated December 10, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMERICA GREAT HEALTH (Name of Registrant) |
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Date: December 28, 2021 |
By: |
/s/ Mike Wang |
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Name: |
Mike Wang |
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| Title: | President (Principal Executive Officer) | ||
Exhibit 10.1
ADVISORY COMMITTEE MEMBER CONSULTING AGREEMENT
THIS ADVISORY COMMITTEE MEMBER CONSULTING AGREEMENT (“Agreement”) is made as of December 10, 2021, by and between AMERICA GREAT HEALTH, a California corporation (the “Company”), and IDEN MICHAEL BORKIN (“Consultant”).
R E C I T A L S :
A. Company has formed an Advisory Committee to provide comprehensive suggestions, opinions and assistance for Company’s research and development and business activities.
B. Company wishes to engage the services of Consultant, as a member of its Advisory Committee, to provide the services set forth below, and Consultant wishes to provide such services.
NOW, THEREFORE, in consideration of the covenants hereinafter stated, the parties agree as follows:
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1. |
Consulting Services. Consultant shall provide consulting services to Company (the “Services”) as a member of its Advisory Committee, to include: |
a. Attending (in person or telephonically) at least one (1) meeting each month with the Company’s executives and/or senior staff;
b. Participating in conference calls with the Company’s executives and/or senior staff on an “on-call” basis during normal business hours;
c. Responding promptly to any phone calls or emails sent by the Company’s executives and/or senior staff; and
d. Assisting Company in finding and hiring expert consultants familiar with the Food and Drug Administration in the United States and who will advise the Company in compliance in the declaration, production, sale and publicity and other areas of health care products, drugs and other products in the United States.
e. Introducing important academicians, experts and teams at national level from US National Academy of Sciences, Russia and other countries, including but not limited to those specializing in treatment of cancers, diabetes and other diseases, to cooperate with Company or join Company, in order to improve Company’s ability to develop new products and its global influence.
f. Finding suitable enterprises in the USA to cooperate with Company.
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Consulting Compensation. |
In consideration for entering into this Agreement and the Services rendered to the Company, Company shall give issue 7,500,000 (seven million five hundred thousand) restricted shares of Company stock to Consultant within 45 days after this Agreement .
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Proprietary Rights. |
a. Proprietary Rights Created Outside of Performance of Services. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Consultant may conceive or make either alone or in conjunction with others, prior to the term of this Agreement or during the term of this Agreement that were not developed in connection with the Services performed hereunder, shall remain the exclusive property throughout the world of Consultant.
b. Proprietary Rights Created in Performance of Services. All work arising from the Services performed hereunder and all materials and products developed or prepared for Company by Consultant in connection with the Services performed hereunder are the exclusive property throughout the world of Company, and all right, title and interest therein shall vest in Company. All documentation and other copyrightable materials developed or prepared by Consultant in connection with the Services performed hereunder shall be deemed to be “works made for hire” in the course of the Services rendered hereunder. To the extent that title to any works arising from the performance of the Services hereunder may not, by operation of law, vest in Company, or such works may not be considered “works made for hire,” all right, title and interest therein, including, without limitation, all copyrights, are hereby irrevocably assigned to Company. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Consultant may conceive or make either alone or in conjunction with others, during the term of this Agreement, which in any way pertain to or are connected with the Services, shall be the sole and exclusive property throughout the world of Company; and Consultant, whenever requested to do so by Company or any subsidiary and/or affiliate thereof, at Company’s expense, and without further compensation or consideration, shall promptly execute any and all applications, assignments and other instruments and perform such acts which Company shall deem necessary or advisable in order to apply for and obtain copyrights, letters, patent and other applicable statutory protection throughout the world for said inventions, ideas and discoveries, and in order to assign and convey to Company the sole and exclusive right, title and interest throughout the world in and to said inventions, discoveries, processes, ideas, methods, designs and know-how, or any applications, copyrights or patents thereof.
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Confidentiality. |
All inventions, ideas and discoveries which shall become Company’s property pursuant to Paragraph 3 (Proprietary Rights.) hereof shall be held secret and confidential by Consultant. Further, during and after the performance by Consultant of the Services and the term of this Agreement, Consultant will not use or disclose or allow anyone else to use or disclose to any third party any “Confidential Information” (as defined below) relating to Company, its products, its research and development, its supplies or customers and the Services to be
provided hereunder except as may be necessary in the performance of the Services or as may be authorized in writing in advance by an appropriate officer of Company. Consultant acknowledges that the foregoing limitation expressly prohibits any use or disclosure of any Confidential Information by Consultant pursuant to lectures or scientific or technical papers or publications. “Confidential Information” includes any trade secrets, confidential information, knowledge, data or other information of Company relating to products, processes, know-how, designs, formulas, test data, customer lists, business plans, marketing plans and strategies, pricing strategies or other subject matter pertaining to any business of Company or any clients, customers, consultants, licensees or affiliates. “Confidential Information” shall not include any information which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Consultant. All written information, drawings, documents and other materials prepared by Consultant in the performance of the Services hereunder shall be Company’s sole and exclusive property, and will be delivered to Company upon expiration or termination of this Agreement, together with all Confidential Information, if any, that may have been furnished to Consultant hereunder.
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Other Agreements. |
Consultant hereby represents that Consultant is not a party to any other agreements or commitments that would hinder Consultant’s performance of the Services, other than those disclosed to Company in advance of the execution of this Agreement.
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Term and Termination. |
This Agreement shall commence on the date hereof and, unless earlier terminated as provided below, shall continue until one (1) year from the date hereof and shall automatically renew for additional one (1) year periods for up to three (3) subsequent years unless terminated earlier in accordance with the terms of this Agreement. Either party shall have the right to terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party. The provisions of Paragraphs 3 (Proprietary Rights) and 4 (Confidentiality)shall survive and continue after expiration or termination of this Agreement.
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Independent Contractor. |
Consultant is an independent contractor. Consultant shall not be deemed for any purpose to be an employee or agent of Company, and neither party shall have the power or authority to bind the other party to any contract or obligation. Company shall not be responsible to
Consultant or any governing body for any payroll-related taxes or insurance related to the performance of the terms of this Agreement.
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Disclosure. |
Consultant acknowledges and agrees that Company may publicly disclose that Consultant is a member of Company’s Advisory Board. Consultant agrees and authorizes Company to disclose and publicize Consultant's name, photos, resume and published scientific research achievements through websites, company brochures, media and other public channels.
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Assignment. |
Consultant may not assign any of his obligations hereunder without the prior written consent of Company, which may be withheld in its sole discretion.
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Notices. |
All notification and communications hereunder shall be in writing. All notifications made to Company under this Agreement shall be made to the following address:
America Great Health
1609 W. Valley Blvd. #338
Alhambra, CA 91803
Attn: Richard Jiang
All notifications made to Consultant shall be made to Consultant at the address set forth opposite Consultant’s name on the signature page hereof.
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Governing Law. |
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
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Modifications. |
No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
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Severability. |
In the event any one or more of the provisions of this Agreement is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.
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Entire Agreement. |
This Agreement contains the entire agreement between the parties, and supersedes any and all prior and contemporaneous oral and written agreements.
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Counterparts. |
This Agreement may be executed in separate counterparts and shall become effective when the separate counterparts have been exchanged between the parties.
[Signatures appear on the following page.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
AMERICA GREAT HEALTH
/s/ Mike Wang 12-22-2021
MIKE WANG, CEO
CONSULTANT:
/s/ Iden Michael Borkin 12/22/2021
IDEN MICHAEL BORKIN
Address: 4775 N. Tee Pee Ln. Las Vegas, NV, 89129