Youneeqai Technical Services, Inc S-1, filed Aug 11, 2026
Youneeqai Technical Services, Inc. (YQAI)
As filed with the Securities and Exchange Commission on August 11, 2026
Registration No. 333- [●]
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
YOUNEEQAI TECHNICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
|
NEVADA (State or jurisdiction of incorporation or organization) |
7371 (Primary Standard Industrial Classification Code Number) |
47-3905532 (I.R.S. Employer Identification No.) |
3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604 / Phone (919) 434-9277
(Address and telephone number of principal executive offices)
Nicholas Genty, Chief Executive Officer
3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604 / Phone (919) 434-9277
(Name, address and telephone number of agent for service)
COPIES OF ALL COMMUNICATIONS TO:
Michael A. Littman, Attorney at Law
PO Box 1839 ● Arvada, Colorado 80001 ● Phone: (720) 530-6184
Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [_] | Accelerated filer | [_] | |
| Non-accelerated filer | [X] | Smaller reporting company | [X] | |
| Emerging growth company | [X] |
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 7(a)(2)(B) of the Securities Act. [_]
CALCULATION OF REGISTRATION FEE
| Security Type | Security Class Title | Amount Registered | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price (1) | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Selling Shareholders Common Shares | 11,715,328 | $ | 1.00 | $ | 11,715,328 | $ | 0.0001381 | $ | 1,617.89 | ||||||||||||
| Total | $ | 11,715,328 | $ | 1,617,.89 | ||||||||||||||||||
______________________
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION DATED AUGUST 11, 2026
YOUNEEQAI TECHNICAL SERVICES, INC.
We are hereby registering, on the registration statement of which this prospectus forms a part, a total of 11,715,328 shares of our common stock, $0.001 par value, for resale @ $1.00 per share (or at any other price negotiated in a market or private sale) by the selling shareholders identified in this prospectus of up to, including (i) 11,645,328 shares of common stock issued for cash in private placements for various considerations, and (ii) 70,000 shares of common stock for consulting and other services. We will not receive any proceeds from sales of shares by selling shareholders.
We have applied to OTC Markets for OTCID Marketplace maintained by OTC Markets, Inc. under the symbol “YQAI”. We expect to be approved by OTCID for information reporting upon filing our 2024 and 2025 financial statements and year to date financials, and providing the OTC required management verifications and certifications. The reported price of our common stock as reported on OTCID on August 7, 2026 was $1.00. We intend to list our Common Stock on the OTCQB under the same symbol. We believe we meet the standards for listing on the OTCQB. We cannot guarantee that we will be successful in listing our common stock on the OTCQB however, we will not make this effective unless we are so listed.
| Title | Price Per Share |
| Common Stock | $1.00 |
Due to the OTCID approval for our common stock, our security holders may sell their securities at market prices or at any price in privately negotiated transactions.
The selling shareholders may offer the shares of our common stock for resale on the OTC Bulletin Board and OTCQB, in isolated transactions, or is a combination of such methods of sale. They may sell their shares at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices with institutional or, investors, or, when permissible, pursuant to the exemption of Rule 144 under the Securities Act of 1933. For Selling Shareholders there will be no underwriter’s discounts or commissions, except for the changes to a selling shareholder for sales through a broker-dealer. We will bear all costs relating to the registration of these shares of our common stock, other than any selling shareholders’ legal or accounting costs or commissions.
Investing in the common stock is speculative and involves a high degree of risk. You should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 7.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
____________________
The date of this prospectus is August 11, 2026.
ii
The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.
This prospectus constitutes a part of a registration statement on Form S-1 (together with all amendments and exhibits thereto, the “Registration Statement”) filed by us with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the rules and regulations of the SEC, this prospectus omits certain information contained in the Registration Statement, and reference is made to the Registration Statement and related exhibits for further information with respect to YouneeqAI Technical Services, Inc. and the securities offered hereby. With regard to any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the SEC, in each instance reference is made to the copy of such document so filed. Each such statement is qualified in its entirety by such reference.
To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference in this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.
Neither the delivery of this prospectus nor any distribution of any securities pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
We are not offering to sell or seeking offers to purchase such shares of securities offered hereby in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering as to distribution of the prospectus outside of the United States.
Solely for convenience, our trademarks and tradenames referred to in this prospectus and the registration statement of which it forms a part may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames.
Information contained in, and that can be accessed through our website, www.youneeqai.com, does not constitute part of this prospectus or the registration statement of which it forms a part.
For investors outside the United States: we have not done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this Offering and the distribution of this prospectus.
This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision. This prospectus contains forward-looking statements and information relating to YouneeqAI Technical Services, Inc. See “Cautionary Note Regarding Forward-Looking Statements” on page 24.
THE OFFERING
We are hereby registering, on the registration statement of which this prospectus forms a part, a total of 11,715,328 shares of our common stock, $0.001 par value, for resale @ $1.00 per share (or at any other price negotiated in a market or private sale) by the selling shareholders identified in this prospectus of up to, including (i) 11,645,328 shares of common stock issued for cash in private placements for various considerations, and (ii) 70,000 shares of common stock for consulting and other services. We will not receive any proceeds from sales of shares by selling shareholders.
OUR BUSINESS
YouneeqAI Technical Services, Inc. (“We,” “us,” “our,” “Company,” “YouneeqAI,” or “YQAI”), is incorporated in the State of Nevada with corporate operations located in Raleigh, North Carolina.
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The names by which we have been known are: (i) originally incorporated as Ocean Energy, Inc. on November 28, 2007, (ii) Sino Cement, Inc. from September 15, 2010 to July 5, 2013, (iii) Nevis Capital Corporation from July 5, 2013 to May 10, 2017, (iv) ASC Biosciences, Inc. from February 6, 2017 to January 15, 2019, (v) American Hemp Ventures, Inc. from January 15, 2019 to October 15, 2022, and (vi) YouneeqAI Technical Services, Inc. from October 15, 2022 to date.
CORPORATE HISTORY
The Company was founded as a Nevada corporation in 2007 as Ocean Energy, Inc. The business was formed for the purpose of producing and distributing Ocean Power Converters (OPC) supplying seashore consumers. This innovative, patent-pending technology was the result of 15 years of development of the Wincrants rotor. Nine prototypes of OPC were manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands, by the University of the South Pacific. This venture failed.
In a reverse merger the Company then acquired a People’s Republic of China (the “PRC”) based cement producer in accordance with a Share Exchange Agreement dated February 21, 2011 (“2011 Exchange Agreement”) made by and among Sino Cement, Inc., (“Sino”) a Nevada corporation, Valentyna Stupenko, Tiger Fair Limited (“Tiger Fair”), a Hong Kong corporation and King Harbour International Limited (“King Harbour”), a company incorporated in the British Virgin Islands. King Harbour was incorporated in the British Virgin Islands on January 2, 2009. Tiger Fair was incorporated in the Hong Kong on March 30, 2009. Tiger Fair was a wholly-owned subsidiary of King Harbour. King Harbour, through Tiger Fair directly controlled Shaanxi Shehui Cement Co., Ltd. (“Shehui Cement”), a cement producer in the PRC. The close of the 2011 Share Exchange transaction took place on February 21, 2011. On that date, pursuant to the terms of the 2011 Exchange Agreement, Sino acquired all of the outstanding capital stock and ownership interests of Tiger Fair Limited from King Harbour and they transferred and contributed all of their interests to us. In exchange, Sino issued to the Tiger Fair shareholders 14,250,000 shares of our common stock. Shehui Cement was incorporated in the PRC on January 17, 2001. Shehui Cement was the Chinese operating company subsidiary and was in the business of producing cement in Shaanxi province in the PRC, and was used primarily in the construction of infrastructure projects such as highways, bridges, railways and roads, as well as residential buildings. Shehui Cement was a wholly owned subsidiary. Concurrently, the name of Sino was changed to Nevis Capital Corporation. This business failed and the Company was abandoned.
ASC Biosciences, Inc. (“ASC”) acquired Nevis Capital Corporation (“Nevis”) by Order of the Second District Court of Nevada on February 27, 2017. ASC was awarded a controlling stock ownership of Nevis.
The court appointed a receiver during the period from June 16, 2016 through February 27, 2017. All assets and liabilities of Nevis were disposed of by the receivers of or liquidated for the benefit of the company’s creditors in the ensuing month prior to the date of acquisitions by ASC.
After the date of ASC’s acquisition, the name of the company was changed to ASC Biosciences, Inc., and a reverse split of the common stock was effected replacing each 2000 shares of stock with 1 share of new common stock. This venture for the company failed in 2018.
Effective as of December 27, 2018, ASC Biosciences, Inc. acquired H.E.M.P Group LLC, a Colorado limited liability company doing business as H.E.M.P. Consulting Group LLC (“HEMP Consulting”), and LTC Farms LLC, a Colorado limited liability company (“LTC Farms,” together with HEMP Consulting collectively the “Target Companies” by an Agreement for Share Exchange (the “2018 Share Exchange Agreement”), pursuant to which the following would occur: (i) The Company would acquire all of the outstanding membership interests in the Target Companies and the Target Companies would become the wholly owned subsidiaries of the Company (the “2018 Share Exchange”); (ii) The Target Companies would pay the Company or its assignees $183,333.00; (iii) The Company would issue the owners of the Target Companies (the “2018 New Shareholders”) 13,944,792 shares of Company common stock; (iv) An equivalent number of outstanding shares of Company common stock (13,944,792 shares) would be cancelled; (v) The Company’s officers and directors prior to closing would resign; and (vi) Designees of the Target Companies would be appointed as officers and directors of the Company. Effective as of December 28, 2018, (i) the 2018 Share Exchange closed; (ii) the Target Companies became wholly owned subsidiaries of Company; (iii) Neville Pearson, Howard Letovsky and C.W. Gilluly resigned as officers and directors of the Company; (iv) S. Mark Spoone was appointed as President, CEO and a director the Company, John Yoo Lee was appointed as a director of the Company, Jiun Haw Chang was appointed as a director the Company, and Neville Pearson was appointed as interim CFO of the Company; and (v) the cash consideration was paid by the Target Companies to the Company and distributed as follows: $25,000 was paid to Neville Pearson, $16,666.67 was paid to C.W. Gilluly, $16,666.67 was paid to Financial Logistics LLC, and $125,000 was paid to Mac Feegle Holdings, Inc. On or about January 4, 2019, the canceled shares were canceled, and the Company issued the Shares to the following shareholders as follows: 6,135,708 were issued to John Yoo Lee, 6,135,708 shares were issued to Jiun Haw Chang, and 1,673,376 shares were issued to S. Mark Spoone. Accordingly, immediately prior to the 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were considered outstanding, and immediately following the 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were still considered outstanding. The Company’s mission was to become a broadly integrated “seed-to-sale” hemp operation that starts on the farm and delivers to the tabletop.
The name was changed to American Hemp Ventures, Inc. on January 15, 2019.
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On March 25, 2021, the Company entered into assignment agreements to transfer its ownership in Hemp Group, LTC Farms, and AMHV Wellness to an entity controlled by the officers and directors of the Company. On September 1, 2021, the Company and the counterparties entered into rescission agreements rescinding the original assignment agreements ab initio, effective as of March 25, 2021. On March 25, 2021, the Company entered into a Non-Exclusive Patent License Agreement (the “2021 License Agreement”) with Alpha Modus, Corp. (“Alpha Modus”). The Agreement provided for the Company to license for use certain patents and patent applications held by Alpha Modus for commercialization, and the Company agreed to issue 78,390,770 shares of its restricted common stock as an initial royalty payment to Alpha Modus. On July 14, 2021, the 2021 License Agreement was rescinded by the parties, and as part of the recission, the 78,390,770 shares issued to Alpha Modus were returned to Company and were canceled.
The Company was delinquent in its Nevada filings several times; in each instance it reinstated in Nevada by filing the required documents.
On February 11, 2022, the Company approved a License Agreement (with an effective date of February 9, 2022) for the issuance of 30,000,000 common shares to Digital Cavalier Technology Services, Inc., a British Columbia, Canada corporation. After this was presented to the accountants, they determined that there were valuation and accounting issues with this arrangement and after research and consultations, determined that issuance of Preferred stock was a better alternative. Accordingly, on May 4, 2022, the parties to the License Agreement adopted an amendment to the equity arrangement under the License Agreement and the Acquisition Agreement which provided for the issuance of 3,000 shares of Series A Preferred Stock, instead of 30,000,000 shares of common stock. After that had been agreed, upon review of the Series A preferred Certificate of Designation it was discovered that it only authorized 1,000 shares of Series A and did not contain the ratio of conversion rights which had been agreed to between the parties in the May 4, 2022 amendment. So, during the next several months, the parties negotiated and drafted an Amended and Restated Certificate of Designation for the Series A preferred shares which was recorded with the Secretary of State in Nevada in August 2022. The parties extended the License Agreement by amendment on February 6, 2023 for an additional twenty four (24) months and modified the reasons for cancellation prior to expiration to (i) remove cancellation for not meeting the deadline for the previously suggested merger between Digital Cavalier Technology Services Inc. and YouneeqAI, and to (ii) replace it with a cancellation for failure to commercialize the IP and technology within 24 months after the effective date of a successful registration statement.
The License Agreement with Digital Cavalier Technology Services, Inc. (“Digital”) allowed for the Company to license, market and sell the technology of Digital Cavalier Technology Services, Inc. Digital Cavalier Technology Services, Inc. is licensing its AI Personalization engine software as a service (SaaS) products and services, for e-commerce, content marketing, digital publishing, and other industries where a relevant customer experience is necessary. This License Agreement has been cancelled.
The Company changed its name to YouneeqAI Technical Services, Inc. effective October 15, 2022.
On June 16, 2023, the Board of Directors voted to amend the bylaws of the Corporation to clarify that the designation of the Eighth Judicial District Court of Clark County, Nevada as the exclusive forum will not apply in certain circumstances, including actions where another court has exclusive jurisdiction, and to opt out of certain default provisions in Nevada regarding Dissenter’s Voting Rights (NRS 78.378-3793, inclusive) and Combinations with Interested Stockholder (NRS 28.411-444, inclusive).
Our exclusive forum provision is not intended to apply to actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. If the “exclusive forum” clause were to be asserted by the Company, it is doubtful that any Court would apply it to Securities Act or Exchange Act claims and require the matter to be tried in the exclusive forum specified. It should be noted that investors/shareholders cannot waive compliance with Federal Securities Laws and Rules and Regulations thereunder. It also should be noted that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the Rules and Regulations thereunder. Our Company intends to inform investors in future filings that the “exclusive forum” provision does not apply to any actions arising under the Securities Act or the Exchange Act. In the interim, the Company has deleted the clause from its Bylaws as of November 7, 2023.
On January 14, 2026, the Company entered into a Software License Agreement with AgEYE Technologies, Inc. (“AgEYE”). AgEYE granted YouneeqAI the right to use the Licensed Software solely for the purpose of integrating, deploying, marketing, and commercializing products and services developed and offered by AgEYE that incorporate the Licensed Software. The field of use includes AI-enabled analytics, automation, and software solutions for the agriculture industry, including controlled-environment agriculture, indoor farming, greenhouse operations, crop production optimization, and related agricultural applications.
Our executive offices are located at 3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604 and the telephone number is (919) 434-9277. We maintain a website at www.youneeqai.com, and such website is not incorporated into or a part of this filing.
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Recent Developments
Reverse Stock Split
On or about April 24, 2024, our majority shareholders approved by written consent, declared it advisable and in our best interest, to amend our Articles of Incorporation to effect a reverse split of our outstanding Common Stock on a 10-for-1 basis. This became effective on May 15, 2025. Our Board of Directors had approved the same stock split range. Unless specifically provided otherwise herein, such numbers and prices above and used elsewhere in this prospectus assume the effectiveness of a 10-for-1 reverse stock split of our Common Stock, an assumed offering price of $1.00 per share (or at any other price negotiated in a market or private sale), and the listing of our Common Stock on the OTCQB to occur as of the effective date of the registration statement of which this prospectus forms a part but prior to the closing of the Offering of the shares.
We have applied to list our Common Stock on the OTCQB and anticipate approval upon the filing of the audited financial statement with the Securities and Exchange Commission.
The number of shares of Common Stock offered pursuant to this prospectus and all other applicable information, other than in the historical financial statements and related notes included elsewhere in this prospectus, assumes the effectiveness of a 10-for-1 reverse stock split of our Common stock.
RISK FACTORS SUMMARY
Investing in our common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as more fully described in the section titled “Risk Factors” included elsewhere in this prospectus. You should carefully consider these risks before making an investment. These risks include, but are not limited to, the following:
Risk Factors Related to Our Business
● We have an evolving business model and rely on one license. Our success will depend, to a large degree, on the expertise and experience of the members of our management team.
● Our officers and directors and deemed control parties may have irresolvable conflicts of interest.
● We have a limited amount of funds available for implementation of our business plan and as a result, our business may not be successful.
| ● | We have significantly fewer financial resources than most of our competitors, which limits our ability to implement new products or enhancements to our current products and may require us to implement additional future restructuring plans, which in turn could adversely affect our future sales and financial condition. |
● We are not diversified, and we will be dependent on only one business.
● Our success and ability to grow our business depend on commencing sales and growing our customer base. If we fail to attract customers, our business, revenue, operating results and financial condition could be harmed.
| ● | We generally will not have long-term purchase commitments from our customers and if our customers cancel or change their purchase commitments, our revenue and operating results could suffer. |
| ● | If our exclusive license for the AgEYE software terminates or is altered in any material way, we may face unforeseen losses and be unable to continue operations. |
● We will be a reporting company due to the effectiveness of our S-1 registration statement.
● The continued uncertain global economic environment and volatility in global credit, banking and financial markets could materially and adversely affect our business and results of operations.
| ● | Our product strategy may not address the demands of our target customers and may not lead to increased revenue in a timely manner or at all, which could materially adversely affect our results of operations and limit our ability to grow. |
| ● | Our entire operating business is conducted under a single license; termination of the AgEYE license would eliminate our operating business. |
| ● | Two members of our management team also serve as the chief executive officer of our sole licensor, creating direct operational overlap and recurring conflicts of interest. |
| ● | Our near-term revenue is expected to be concentrated in controlled-environment agriculture (“CEA”), our beachhead segment, and is therefore exposed to CEA-specific factors including customer adoption. |
| ● | Our early commercial deployments are likely to be concentrated, amplifying the impact of any single customer outcome. |
| ● | Our platform must perform reliably across varied operating environments; performance shortfalls or model errors could harm our reputation. |
| ● | Our platform depends on the quality, completeness and continued availability of operational and training data. |
| ● | AI regulation is evolving rapidly and may impose new compliance, transparency and liability obligations. |
● Our brand may not become as widely known as incumbents’ brands or the brand may become tarnished.
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● Our proprietary artificial intelligence algorithms may not operate properly or as we expect them to, which could cause our subscribers to see no benefit.
● We rely on artificial intelligence and our digital platform to collect data points that form the basis of our services, and any legal or regulatory requirements that restrict our ability to collect this data could thus materially and adversely affect our business, financial condition, results of operations and prospects.
● Interruptions or delays in the services provided by our service providers of third-party data centers or our internet service providers could impair the operability of our service and may cause our business to suffer.
● Security incidents or real or perceived errors, failures or bugs in our systems, website or algorithm could impair our operations, result in loss of personal customer information, damage our reputation and brand, and harm our business and operating results.
● We employ third-party licensed software for use in our business, and the inability to maintain these licenses, errors in the software we license or the terms of open-source licenses could result in increased costs or reduced service levels, which would adversely affect our business.
● Failure to protect or enforce our intellectual property rights could harm our business, results of operations and financial condition.
● System security and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue and increase our expenses, which could adversely affect our stock price and damage our reputation.
Risk Factors Related to Our Stock
● We can give no assurance of success or profitability to our investors.
● We may in the future issue more shares of common stock which could cause a loss of control by our present management and current stockholders.
| ● | We have authorized a designated Series A Preferred Convertible stock. We can issue future series of shares of preferred stock without shareholder approval, which could adversely affect the rights of common shareholders. |
● Our officers and directors may have conflicts of interests as to corporate opportunities which we may not be able or allowed to participate in.
| ● | The market prices and trading volume of our shares of common stock may experience rapid and substantial price volatility, which could cause purchasers of our common stock to incur substantial losses. |
| ● | A limited public market exists for our common stock at this time, and there is no assurance of a future market. |
● The regulation of penny stocks by SEC and FINRA may discourage the tradability of our securities.
| ● | We will pay no dividends in the foreseeable future and because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain. |
● Rule 144 sales in the future may have a depressive effect on our stock price.
| ● | A significant portion of our total outstanding shares of common stock are restricted from immediate resale under modified lock up agreements but may be sold into the market in the future, which could cause the market price of our common stock to drop significantly, even if our business is performing well. |
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SUMMARY FINANCIAL INFORMATION
The following tables set forth, for the periods and as of the dates indicated, our summary financial data. The statements of operations for the three months ended March 31, 2026, and the balance sheet data as of March 31, 2026, are derived from our unaudited condensed financial statements. The unaudited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. The statements of operations for the fiscal years ended December 31, 2025 and 2024, and the balance sheet data as of December 31, 2025 and 2024 are derived from our audited financial statements. The audited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future.
| March 31, | December 31, | |||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (Unaudited) | (Audited) | (Audited) | ||||||||||
| Total Assets | $ | 30,716 | $ | 3,296 | $ | 5,304 | ||||||
| Current Liabilities | $ | 3,235,698 | $ | 3,124,055 | $ | 2,607,249 | ||||||
| Long-term Liabilities | $ | — | $ | — | $ | — | ||||||
| Stockholders’ Equity (Deficit) | $ | (3,204,982 | ) | $ | (3,120,759 | ) | $ | (2,601,945 | ) | |||
Three Months Ended March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | December 31, 2024 (Audited) | ||||||||||
| Revenues | $ | — | $ | — | $ | — | ||||||
| Net Income (Loss) | $ | (94,623 | ) | $ | (698,644 | ) | $ | (8,367,464 | ) | |||
As of March 31, 2026, the accumulated deficit was $43,583,364. At December 31, 2025, the accumulated deficit was $43,488,741. We anticipate that we will operate in a deficit position and continue to sustain net losses for the foreseeable future.
Our common stock, only, will be transferable immediately upon the effectiveness of the Registration Statement. (See “Description of Securities”)
We are registering securities listed for sale as follows:
| Common shares outstanding before this registration | 14,085,828 |
| Maximum common shares being offered by our existing selling shareholders | 11,715,328 |
| Maximum common shares outstanding after this registration | 14,370,328 |
We are authorized to issue 200,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. Our current shareholders, officers and directors collectively own 14,085,828 shares of common stock as of this date. Our shares being registered were issued in the following amounts and at the following prices:
| Number of Shares | Original Consideration | Issue Price Per Share | ||||||||||
| 11,645,328 | Private Placements, Private Purchases, and Cash | $ | 0.001 to 2.70 | |||||||||
| 70,000 | Consulting and other Services | $ | 0.52 to 0.60 | |||||||||
| 11,715,328 | ||||||||||||
Currently there is a limited public trading market for our stock on OTCID under the symbol “YQAI.”
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This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment. You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occur, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Moreover, additional risks not presently known to us or that we currently deem less significant also may impact our business, financial condition or results of operations, perhaps materially. For additional information regarding risk factors, see “Forward-Looking Statements.”
Special Information Regarding Forward-Looking Statements
The information herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in this Form S-1 Registration and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. For additional information regarding forward-looking statements, see “Forward-Looking Statements.
RISK FACTORS RELATED TO OUR BUSINESS
WE HAVE AN EVOLVING BUSINESS MODEL AND RELY ON ONE LICENSE.
Our business model may evolve. We may continue to try to offer additional types of products or services, and we cannot offer any assurance that any of them will be successful. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. The Company relies entirely on the exclusive License Agreement with AgEYE to provide product to its clients. The singular focus may create a high risk of dependence on our relationship with AgEYE under the terms and conditions of the License Agreement. Any failure of the AI Technology or the failure by AgEYE to provide the software as outlined in the License Agreement would leave the Company without the vital component of our business and could lead to the cessation of our services to customers.
OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE, ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM.
We will rely exclusively on the skills and expertise of our management team in conducting our business. Our management team has experience in the software industry, but there is no assurance that our management’s efforts with this proposed business will be successful. Accordingly, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives.
We will be wholly dependent on the diligence and skill of our management team for the operations and roll out of our software products under the supervision of our Board of Directors. There can be no assurance that we will attain our objective. However, not all of the management team will devote all of their time to managing the Company. These factors may affect our profitability.
We have limited resources and no successful operating history in any business.
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OUR OFFICERS AND DIRECTORS AND DEEMED CONTROL PARTIES MAY HAVE IRRESOLVABLE CONFLICTS OF INTEREST.
Our Officers and directors were officers and directors, and control parties of AgEYE Technologies, Inc. (“AgEYE”) at the time of negotiation of the contract with YouneeqAI Technical Services, Inc. The fact that such persons are now our officers and directors and deemed control parties of YouneeqAI Technical Services, Inc. and remain officers and directors of AgEYE creates an immediate conflict of interest in the making of any decisions on behalf of either company relating to the relationships between the two companies. For investors and shareholders this may mean that such persons are conflicted as to any decisions for either company that involve the business relationship between the companies and the elements of the relationships. Accordingly, he might make a decision that is arguably not in the best interests of the shareholders of YouneeqAI Technical Services, Inc.
OUR OPERATIONS IN OUR LINE OF BUSINESS AFFECT OUR ABILITY TO, AND THE MANNER IN WHICH, WE RAISE ADDITIONAL CAPITAL, WHICH MAY EXPOSE US TO RISKS.
Our business will require a substantial amount of capital to market our services and then provide the services to clients in order to generate revenues. Our revenues may not be paid until 30-45 days after providing services. We may acquire additional capital from the issuance of senior securities, including borrowings or other indebtedness, or the issuance of additional shares of our common stock. However, we may not be able to raise additional capital in the future on favorable terms or at all. We may issue debt securities, other evidences of indebtedness or preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities". If the value of our businesses decline, we may be unable to satisfy loan requirements. If that happens, we may be required to reduce operations and repay a portion of our indebtedness at a time when such reduction may be disadvantageous. As a result of issuing senior securities, we would also be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred stock, the preferred stock would rank "senior" to common stock in our capital structure. Preferred stockholders would have separate voting rights and might have rights, preferences, or privileges more favorable than those of our common stockholders. If we raise additional funds by issuing more common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time will decrease.
WE ARE DEPENDENT UPON THE EFFORTS OF OUR MANAGEMENT FOR OUR SUCCESS; IF THIS CHANGES, THIS MAY BE A RISK TO OUR INVESTORS.
Our officers currently devote time, roughly 15-25 hours per week, to the Company as the licensor of AgEYE technology. If at any time Mr. Rowlison or Mr. Genty is unable to devote as much time (up to 25 hours per week) to the business of the Company, this may be an impediment to our business achievement. With part-time officers, we may not have sufficient devoted time and effort to find successful loan prospects, additional capital, or manage our loan portfolio, which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.
WE HAVE A LIMITED AMOUNT OF FUNDS AVAILABLE FOR IMPLEMENTATION OF OUR BUSINESS PLAN AND AS A RESULT, OUR BUSINESS MAY NOT BE SUCCESSFUL.
Based on the amount of our existing available funds, it is unlikely that we will be able to commit our funds to a large roll out of our agricultural technology. Prospective investors should understand that our business is reliant on successful sales of our platform as a service, and in the future may not be substantially diversified. We may not achieve the same level of business diversification as larger entities engaged in similar activities. Therefore, our business may be subject to greater risk of failure than if we had multiple lines of business. This could have a material adverse effect on our financial condition.
WE HAVE SIGNIFICANTLY FEWER FINANCIAL RESOURCES THAN MOST OF OUR COMPETITORS, WHICH LIMITS OUR ABILITY TO IMPLEMENT NEW PRODUCTS OR ENHANCEMENTS TO OUR CURRENT PRODUCTS AND MAY REQUIRE US TO IMPLEMENT ADDITIONAL FUTURE RESTRUCTURING PLANS, WHICH IN TURN COULD ADVERSELY AFFECT OUR FUTURE SALES AND FINANCIAL CONDITION.
Financial resource constraints could limit our ability to execute our product strategy or require us to implement additional restructuring plans, particularly if we are unable to generate sufficient cash from operations or obtain additional sources of financing. Any future restructuring actions may slow our development of new or enhanced products by limiting our research and development activities.
Our capital needs consist primarily of expenses related to general and administrative operations and legal and professional fees that could exceed $1,000,000 in the next twelve months. Such funds are not currently committed, and we had cash of $30,716 at March 31, 2026.
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We have limited funds, and such funds may not be adequate to carry out our business plan in the software industry. Our ultimate success depends upon our ability to raise additional capital. We are investigating the availability, sources, and terms that might govern the acquisition of additional capital. We have no commitment at this time for additional capital. If we need additional capital, we have no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with our modest capital.
WE HAVE NO SIGNIFICANT REVENUE HISTORY AND STOCKHOLDERS CANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY.
During the year ended December 31, 2025, we recognized $Nil in revenue. Our net losses for the years ended December 31, 2025 and 2024 in the amounts of $698,644 and $8,367,464 are indicative of our lack of revenues. We must be regarded as a new venture with all of the unforeseen costs, expenses, problems, risks and difficulties to which such ventures are subject.
Our current operating business commenced on January 14, 2026, the effective date of the AgEYE License. We have not generated any revenue under this business model and have limited operating experience deploying the licensed platform at commercial scale across our three lines of business and across the agricultural segments we ultimately intend to address. Past corporate operations under prior names and businesses do not provide a meaningful basis for evaluating our current business or future prospects.
WE ARE NOT DIVERSIFIED, AND WE WILL BE DEPENDENT ON ONLY ONE BUSINESS.
Because of the limited financial resources that we have, it is unlikely that we will be able to diversify our operations. Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within the artificial intelligence software services industry and therefore increase the risks associated with our operations due to lack of diversification.
OUR SUCCESS AND ABILITY TO GROW OUR BUSINESS DEPEND ON COMMENCING SALES AND GROWING OUR CUSTOMER BASE. IF WE FAIL TO ATTRACT CUSTOMERS, OUR BUSINESS, REVENUE, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE HARMED.
Our ability to attract and retain new customers depends, in large part, on our ability to be perceived as providing accurate and insightful agricultural technology, competitive pricing, and sales generation to our subscribers. In order to maintain this perception, we may be required to incur significantly higher marketing expenses, costs related to improving our service, and lower margins in order to attract and retain new customers. If we fail to remain competitive on customer experience, pricing, and usable metrics, our ability to grow our business and generate revenue by attracting and retaining customers may be adversely affected.
There are many factors that could negatively affect our ability to grow our customer base, including if:
| • | we fail to effectively use search engines, social media platforms, digital app stores, content-based online advertising, and other online sources for generating traffic to our website; |
| • | potential customers in a particular marketplace or generally do not have a use for our AI personalization software; |
| • | our competitors mimic our AI tools, causing current and potential customers to purchase their AI services instead of our products; |
| • | our digital platform experiences disruptions; |
| • | we experience unfavorable shifts in customer perception of our AI; |
| • | we suffer reputational harm to our brand resulting from negative publicity, whether accurate or inaccurate; |
| • | we fail to offer new and competitive products; |
| • | customers have difficulty integrating, updating or otherwise accessing our services on mobile devices or web browsers as a result of actions by us or third parties; |
| • | technical or other problems frustrate the customer experience, particularly if those problems prevent us from generating suggestions or information in a fast and reliable manner; or |
| • | we are unable to address customer concerns regarding the content, privacy, and security of our digital platform. |
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Our inability to overcome these challenges could impair our ability to attract and retain new customers and could have a material adverse effect on our business, revenue, operating results and financial condition.
WE GENERALLY WILL NOT HAVE LONG-TERM PURCHASE COMMITMENTS FROM OUR CUSTOMERS AND IF OUR CUSTOMERS CANCEL OR CHANGE THEIR PURCHASE COMMITMENTS, OUR REVENUE AND OPERATING RESULTS COULD SUFFER.
Our sales will be made on a purchase order basis. We generally do not anticipate long-term commitments with our customers as agriculture is a seasonal year by year business. As a result, our customers may cancel, change or delay product purchase commitments, which could cause our revenue to decline and materially and adversely affect our results of operations.
IF OUR EXCLUSIVE LICENSE FOR THE AGEYE SOFTWARE TERMINATES OR IS ALTERED IN ANY MATERIAL WAY, WE MAY FACE UNFORESEEN LOSSES AND BE UNABLE TO CONTINUE OPERATIONS.
We rely entirely on our license agreement with AgEYE Technologies, Inc. for the right to license, market, and sell the technology of the AgEYE as a service (SaaS) for the agricultural industries where a relevant customer experience is necessary. Any breach or termination of the license agreement will negatively affect our sales and operations, decreasing our revenues. It may be difficult, expensive, or impossible to find a replacement technology.
WE WILL BE A REPORTING COMPANY DUE TO THE EFFECTIVENESS OF OUR S-1 REGISTRATION STATEMENT.
We are subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of this Registration Statement on Form S-1. As a result, stockholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.
COMPETITION FROM SIMILAR SERVICE PROVIDERS.
We expect to encounter competition from other entities having similar business objectives, many of whom may have greater resources than us. Virtually all of our competitors will have a competitive advantage and are much larger. The need to compete for investment opportunities may make it necessary for us to offer clients attractive transaction terms than otherwise might be the case.
WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES.
At December 31, 2025, we had an accumulated deficit of $43,488,741. At December 31, 2024, we had an accumulated deficit of $42,790,097. For the years ended December 31, 2025 and 2024, we incurred net losses of $698,644 and $8,367,464, respectively.
As a result of these, among other factors, the report of our independent registered public accounting firm on our financial statements as of December 31, 2025 includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern. We have accumulated losses, limited revenue and limited cash. Our ability to continue as a going concern depends on our ability to generate cash from operations, raise additional capital and subsequent financings and successfully commercialize the technology licensed under the AgEYE License within the timeframes that license requires. There is no assurance that we will succeed in any of these efforts.
OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES.
We have limited sources of revenues at this time and insufficient assets to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity, we shall be unable to meet our ongoing operating expenses. However, as noted elsewhere in this filing, during 2024 we achieved several small private placements totaling $300,000 and received advances from related parties of $150,000, during 2025, we received $112,445 upon the issuance of a convertible promissory note and advances from related parties of $2,600, and during the three months ended March 31, 2026 we received an advance from a related party of $100,000; which amounts are not totally sufficient to support our operations. There can be no assurance that we will be able to obtain adequate financial resources to remain in business.
If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through debt and equity financing or from other sources. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our shareholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility and would also require us to incur interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.
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BECAUSE INSIDERS CONTROL OUR ACTIVITIES, THAT MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY.
Our officers, directors, and holders of 5% or more of our issued and outstanding common stock beneficially own approximately 51.115% of our issued and outstanding common stock on a fully diluted basis, including the Series A Preferred Stock which votes 1,000 shares of common stock for every 1 share of Preferred at all times until redeemed (this figure does not include individuals who retain less than 5% holdings after the dilution is accounted for); our officers, directors, and holders of 5% or more of our issued and outstanding common stock beneficially own approximately 51.115% of our issued and outstanding common stock on an undiluted basis. As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our Company that you might view favorably.
OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS.
AgEYE holds (controlled by our officers and some directors) the equivalent of 17.08% control of the fully diluted common stock, and, therefore may control substantially all actions taken by our stockholders, including the election of directors. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control that might otherwise be beneficial to stockholders and may also discourage the market for our stock due to the concentration.
WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.
To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board, without any input from stockholders, will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.
THE CONTINUED UNCERTAIN GLOBAL ECONOMIC ENVIRONMENT AND VOLATILITY IN GLOBAL CREDIT, BANKING AND FINANCIAL MARKETS COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS.
The state of the global economy continues to be uncertain. As a result, we or our manufacturers, vendors and customers might experience deterioration of our or their businesses, cash flow shortages and difficulty obtaining financing, which could result in interruptions or delays in the performance of any contracts, reductions and delays in customer purchases, delays in or the inability of the Company or our customers to obtain financing or of our customers to purchase our products, and bankruptcy of customers. Furthermore, the constraints in the capital and credit markets, may limit our ability to access the capital we need when we need it, on favorable terms or otherwise, or limit the ability of our customers to meet their liquidity needs, which could result in an impairment of their ability to make timely payments to us and reduce their demand for our products, adversely impacting our results of operations and cash flows. This environment has also made it difficult for us to accurately forecast and plan future business activities.
IF WE FAIL TO MEET THE EVOLVING NEEDS OF OUR MARKETS, IDENTIFY NEW PRODUCTS, SERVICES OR TECHNOLOGIES, OR SUCCESSFULLY COMPETE IN OUR TARGET MARKETS, OUR REVENUE AND FINANCIAL RESULTS WILL BE ADVERSELY IMPACTED.
Our success depends to a significant extent on our ability to meet the evolving needs of these markets and to enhance our existing products, solutions and technologies. In addition, our success depends on our ability to identify emerging industry trends and to develop new products, solutions and technologies. Our existing markets and products and new markets and products may require a considerable investment of technical, financial, compliance, sales and marketing resources.
We cannot assure you that our strategic direction will result in innovative products and technologies that provide value to our customers and partners. If we fail to anticipate the changing needs of our target markets and emerging technology trends, or adapt that strategy as market conditions evolve, in a timely manner to exploit potential market opportunities our business will be harmed. In addition, if demand for products and solutions from these markets is below our expectations, if we fail to achieve consumer or market acceptance of them or if we are not able to develop these products and solutions in a cost effective or efficient manner, we may not realize benefits from our strategy.
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Our target markets remain extremely competitive, and we expect competition to intensify as current competitors expand their product and/or service offerings, industry standards continue to evolve and new competitors enter these markets. If we are unable to successfully compete in our target markets, demand for our products, solutions and technologies could decrease, which would cause our revenue to decline and our financial results to suffer.
OUR PRODUCT STRATEGY MAY NOT ADDRESS THE DEMANDS OF OUR TARGET CUSTOMERS AND MAY NOT LEAD TO INCREASED REVENUE IN A TIMELY MANNER OR AT ALL, WHICH COULD MATERIALLY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND LIMIT OUR ABILITY TO GROW.
We have adopted a product strategy that focuses on our core business of intelligent crop systems. With this strategy, we continue to make further investments in the development of our product, with particular focus on adding increased “stickiness” to implement sales through online websites. Such markets may not develop or may take longer to develop than we expect. We cannot assure you that the products we are developing will adequately address the demands of our target customers, or that we will be able to produce our new products at costs that enable us to price these products competitively.
OUR REPORTED FINANCIAL RESULTS MAY BE MATERIALLY AND ADVERSELY AFFECTED BY CHANGES IN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES.
Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board ("FASB"), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could materially and adversely affect the transactions completed before the announcement of a change. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes and controls.
CONTINUED COMPLIANCE WITH REGULATORY AND ACCOUNTING REQUIREMENTS WILL BE CHALLENGING AND WILL REQUIRE SIGNIFICANT RESOURCES.
We spend a significant amount of management time and external resources to comply with changing laws, regulations and standards relating to corporate governance and public disclosure, including evolving SEC rules and regulations, Nasdaq Market rules, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002, which requires management’s annual review and evaluation of internal control over financial reporting. Failure to comply with these laws and rules could lead to investigation by regulatory authorities, de-listing from the Nasdaq Market, or penalties imposed on us.
WE MAY NOT BE ABLE TO GAIN OR SUSTAIN MARKET ACCEPTANCE FOR OUR PRODUCTS AND SERVICES.
Failure to establish a brand and presence in the marketplace on a timely basis could adversely affect our financial condition and results of operations. Moreover, there can be no assurance that we will successfully complete our development and introduction of new products and services or that any such products and services will achieve acceptance in the marketplace. We may also fail to develop and deploy new products and services on a timely basis.
ECONOMIC UNCERTAINTIES OR DOWNTURNS COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS.
Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy including conditions resulting from changes in gross domestic product growth, the continued sovereign debt crisis, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments.
General worldwide economic conditions have experienced a significant downturn and continue to remain unstable. These conditions make it extremely difficult for us to forecast and plan future business activities accurately, and they could cause our potential customers to reevaluate their decisions to purchase our product, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times our potential customers may tighten their advertising budgets which may impact their spend on local inventory based digital marketing products. To the extent purchases of our products are perceived by potential customers to be discretionary, sales of our products may never occur. Also, customers may choose to seek other methods to achieve the benefits our products provide.
We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or industries in which we operate do not improve, or worsen from present levels, our business, results of operations, financial condition and cash flows could be adversely affected.
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WE HAVE BROAD DISCRETION IN THE USE OF OUR CASH AND MAY NOT USE THEM EFFECTIVELY.
Our management will have broad discretion in the application of our cash and could spend its capital in ways that do not improve our results of operations or enhance the value of our Common Stock. The failure by our management to apply funds effectively could result in financial losses that could have a material adverse effect on our business or cause the price of our Common Stock to decline. Pending their use, we may invest our cash in a manner that does not produce income or that loses value.
RISKS RELATED TO OUR LICENSE WITH AGEYE TECHNOLOGIES, INC.
OUR ENTIRE OPERATING BUSINESS IS CONDUCTED UNDER A SINGLE LICENSE; TERMINATION OF THE AGEYE LICENSE WOULD ELIMINATE OUR OPERATING BUSINESS.
Our line of business — Intelligent Crop Systems, and our ability to operate are based exclusively on technology licensed to us by AgEYE under the AgEYE License. We do not own the underlying technology and do not have a fallback technology or business that could replace it. The AgEYE License may be terminated for material breach, insolvency, change of control of either party and failure to meet the commercialization milestone within twenty-four (24) months following the effective date of our registration statement. If the AgEYE License is terminated for any reason, we would have no operating business unless and until we identified and acquired or licensed replacement technology, which we may be unable to do on acceptable terms or at all.The AgEYE License imposes obligations on us, which includes commercialization milestones, royalty and fee obligations, field-of-use restrictions, restrictions on sublicensing, obligations regarding ownership of improvements, and reporting requirements.
TWO MEMBERS OF OUR MANAGEMENT TEAM ALSO SERVE AS THE CHIEF EXECUTIVE OFFICER OF OUR SOLE LICENSOR, CREATING DIRECT OPERATIONAL OVERLAP AND RECURRING CONFLICTS OF INTEREST.
Our Chief Executive Officer, Nicholas Genty, is also the Chief Executive Officer and a co-founder of AgEYE and our Chairman of the Board, Christopher Rowlison, serves on the Board of Directors of AgEYE and provides services to AgEYE, the licensor of the technology on which our entire operating business depends. Because Mr. Genty serves as the senior operating executive of both the Company and AgEYE, conflicts of interest are inherent in the day-to-day conduct of business between the two companies, including (i) allocation of his time, attention and direct managerial bandwidth between the two companies, (ii) negotiation and administration of the economic and operational terms of the AgEYE License, including any amendments, (iii) allocation of costs, personnel and intellectual property as between licensor and licensee and (iv) the timing and structure of strategic transactions involving either party. While our Board has adopted governance processes to manage these conflicts, including independent-director approval of material related-party transactions and Mr. Genty's recusal from Board deliberations and decisions regarding the AgEYE License, there can be no assurance that all such conflicts will be resolved in the Company's best interest. See “Management — Board Leadership Structure” and “Certain Relationships and Related Transactions.”
WE RELY ON PERSONNEL MADE AVAILABLE THROUGH AGEYE; LOSS OF THOSE PERSONNEL COULD IMPAIR OUR ABILITY TO OPERATE.
As of the date of this prospectus, the technical and operational team supporting the platform consists of personnel based in Raleigh, North Carolina and Bangalore, India under arrangements with AgEYE. Their availability to us depends on AgEYE's continued willingness and ability to make them available, and on the continued effectiveness of the cost-allocation and contractual arrangements between AgEYE and the Company. Loss of access to any meaningful portion of these personnel, including in connection with any termination of the AgEYE License, would materially impair our ability to operate any of our three lines of business or to extend the platform across additional agricultural segments.
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RISKS RELATED TO COMMERCIALIZATION, CUSTOMER ADOPTION AND OUR LINES OF BUSINESS
OUR NEAR-TERM REVENUE IS EXPECTED TO BE CONCENTRATED IN CONTROLLED-ENVIRONMENT AGRICULTURE (“CEA”), OUR BEACHHEAD SEGMENT, AND IS THEREFORE EXPOSED TO CEA-SPECIFIC FACTORS.
We have elected to enter the agricultural-technology market through controlled-environment agriculture, which we describe as our initial commercial beachhead. As a result, our near-term revenue is expected to be concentrated in the CEA segment and is exposed to factors specific to that segment, including CEA-operator capital availability, energy costs (which represent a substantial component of CEA operating expense), labor availability and cost, evaluation and procurement cycles among CEA operators, and the overall trajectory of CEA industry development. Our commercial success depends on adoption of the licensed platform by operators of agricultural production. Operators across CEA, greenhouse and open-field segments are often capital-constrained and may defer or limit investment in new technology, particularly during periods of constrained energy markets, elevated interest rates, low commodity prices or otherwise difficult economic conditions for capital-intensive operations. Any slowdown, contraction or restructuring within the CEA segment could disproportionately affect our near-term revenue, even where the broader agricultural market remains receptive to AI-enabled automation.
OUR EARLY COMMERCIAL DEPLOYMENTS ARE LIKELY TO BE CONCENTRATED, AMPLIFYING THE IMPACT OF ANY SINGLE CUSTOMER OUTCOME.
Because we are in the early stages of commercial deployment across each of our lines of business — and because that activity is initially concentrated in our CEA beachhead — our initial revenue is expected to be concentrated among a small number of reference customers. A negative outcome with any single reference customer — including a slower-than-expected deployment, performance shortfall, customer financial distress or termination of a customer relationship — could have a disproportionate effect on our revenue, our reference base and our reputation, and could complicate our ability to win additional customers within CEA or in adjacent agricultural segments.
RISKS RELATED TO AI PLATFORM PERFORMANCE, DATA AND INFRASTRUCTURE
OUR PLATFORM MUST PERFORM RELIABLY ACROSS VARIED OPERATING ENVIRONMENTS; PERFORMANCE SHORTFALLS OR MODEL ERRORS COULD HARM OUR REPUTATION.
The licensed platform combines AI models, sensor systems and automation across a range of operating environments. Performance depends on the design of the underlying models, the quality of training and operational data, the reliability of sensors and automation hardware, and the integration of these components in customer facilities or fields that we do not fully control. Performance characteristics observed in one agricultural segment (including the controlled-environment beachhead segment in which our initial deployments are concentrated) may not be replicated in other agricultural segments. Errors or unintended outputs in monitoring, prediction, recommendation or automation could cause suboptimal cultivation outcomes, crop losses, customer dissatisfaction, customer-facing service-level breaches, claims for damages and reputational harm. Where the relevant operation is conducted by us under our Farming-as-a-Service line of business, performance shortfalls of the platform may directly translate into operational and financial harm to us, in addition to the reputational and contractual consequences applicable to the other lines of business. Recovery from a high-profile performance incident at a reference customer could be slow and costly.
OUR PLATFORM DEPENDS ON THE QUALITY, COMPLETENESS AND CONTINUED AVAILABILITY OF OPERATIONAL AND TRAINING DATA.
The predictive and recommendation capabilities of the platform depend on the quality, completeness and representativeness of the data used to train and validate the underlying models, as well as the continuous availability of operational data captured at customer facilities and fields. The volume, density and modality of data available varies materially across agricultural segments — controlled environments generate the densest data; greenhouses and open-field operations generate progressively less structured data and may require integration of multi-modal sources. Limitations in available agricultural data, customer restrictions on data use, data-residency requirements in particular jurisdictions, or the loss or corruption of operational data feeds could limit the performance, applicability or generalizability of the platform across segments.
CYBERSECURITY INCIDENTS COULD DISRUPT OUR OPERATIONS AND HARM OUR CUSTOMERS.
Security breaches, ransomware, malware, denial-of-service attacks, social engineering and other forms of cybersecurity incidents have become increasingly common and sophisticated. Because of our reliance on the AgEYE platform and on third-party software providers, the security of our products also depends on the security of systems we do not directly control. A material cybersecurity incident could disrupt our operations (including operations conducted directly by us under our Farming-as-a-Service line of business), expose customer-operational data, expose us to litigation and regulatory enforcement (including under the SEC's 2023 cybersecurity disclosure rules), damage our reputation and reduce demand for our products.
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PRIVACY AND DATA-PROTECTION REGULATION IS INCREASINGLY COMPLEX AND CONSEQUENTIAL.
We are or will become subject to U.S. state privacy regimes (including the California Consumer Privacy Act, as amended), and a growing patchwork of state, federal and foreign privacy and data-security obligations. Compliance is increasingly complex and expensive, and the consequences of non-compliance — including regulatory fines, litigation, private rights of action and reputational harm — can be material.
RISKS RELATED TO ARTIFICIAL INTELLIGENCE AND EMERGING AI REGULATION
AI REGULATION IS EVOLVING RAPIDLY AND MAY IMPOSE NEW COMPLIANCE, TRANSPARENCY AND LIABILITY OBLIGATIONS.
Use, marketing and export of AI systems are subject to an evolving regulatory framework that includes the EU Artificial Intelligence Act (which applies on a phased basis through 2027), U.S. federal AI policy guidance and a growing patchwork of U.S. state AI laws. These regimes are new and continue to expand. Compliance with new AI regulation may require changes to our products, our development practices, our marketing or our customer agreements, and could increase our operating costs or restrict our ability to offer certain features in certain jurisdictions. The application of these regimes to agentic AI systems that take or recommend autonomous actions is particularly unsettled and remains subject to development through regulatory guidance, enforcement and litigation.
We may face intellectual-property claims related to AI training and deployment.
Artificial-intelligence products are subject to a growing volume of intellectual-property claims, including allegations that training datasets infringe third-party copyrights or other rights, that AI outputs infringe third-party rights, or that AI training or deployment violates contract or website terms of use. Even if such claims are unfounded, defending them could be expensive and divert management attention.
RISKS RELATED TO INTELLECTUAL PROPERTY
FAILURE TO PROTECT OR ENFORCE INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR BUSINESS.
Our access to and use of the underlying technology is governed by the AgEYE License. We and AgEYE rely on a combination of patents, copyrights, trademarks, trade-secret protection and contractual restrictions to protect the proprietary aspects of the platform we deploy. There are steps that we and AgEYE have not yet taken to protect intellectual property globally, and the steps already taken may not be sufficient. Even when violations are detected, enforcement litigation may be costly and may not succeed.
WE MAY BE SUBJECT TO THIRD-PARTY INTELLECTUAL-PROPERTY INFRINGEMENT CLAIMS.
Although we do not believe that our products or services violate third-party intellectual-property rights, we have not had an independent party conduct a comprehensive freedom-to-operate study. We may receive claims of infringement that, even if unfounded, could be expensive to defend, could expose us to injunctive relief that limits or eliminates our ability to commercialize particular products, lines of business or agricultural segments, and could require us to obtain licenses on commercially unreasonable terms or to redesign our products.
OUR USE OF THIRD-PARTY AND OPEN-SOURCE SOFTWARE EXPOSES US TO LICENSE-COMPLIANCE AND INFRINGEMENT RISK.
Our products incorporate third-party software, including open-source components. We may be unable to renew or replace third-party licenses on acceptable terms. Open-source license terms have not been fully interpreted by U.S. courts, and a court could conclude that our use of certain open-source components requires us to publicly release portions of our proprietary source code, re-engineer affected portions of our technology or grant licenses to third parties.
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RISK FACTORS RELATED TO OUR LICENSED TECHNOLOGY
OUR BRAND MAY NOT BECOME AS WIDELY KNOWN AS INCUMBENTS’ BRANDS OR THE BRAND MAY BECOME TARNISHED.
Many of our competitors have brands that are well recognized. As a relatively new entrant into the software market, we spend considerable money and other resources to create brand awareness and build our reputation. We may not be able to build brand awareness, and our efforts at building, maintaining and enhancing our reputation could fail. Complaints or negative publicity about our business practices, our marketing and advertising campaigns, our compliance with applicable laws and regulations, the integrity of the data that we provide to consumers or business partners, data privacy and security issues, and other aspects of our business, whether valid or not, could diminish confidence in our brand, which could adversely affect our reputation and business. As we expand our product offerings and enter new markets, we need to establish our reputation with new customers, and to the extent we are not successful in creating positive impressions, our business in these newer markets could be adversely affected. There can be no assurance that we will be able to maintain or enhance our reputation, and failure to do so could materially adversely affect our business, results of operations and financial condition. If we are unable to maintain or enhance consumer awareness of our brand cost-effectively, our business, results of operations and financial condition could be materially adversely affected.
Failure to accurately and timely make product, special offers, and personalized recommendations to ecommerce customers could materially and adversely affect our business, financial condition, results of operations, and prospects.
OUR PROPRIETARY ARTIFICIAL INTELLIGENCE ALGORITHMS MAY NOT OPERATE PROPERLY OR AS WE EXPECT THEM TO, WHICH COULD CAUSE OUR SUBSCRIBERS TO SEE NO BENEFIT.
The data that we gather through our interactions with customers is evaluated and curated by proprietary artificial intelligence algorithms. The continuous development, maintenance and operation of our deep-learned backend data analytics engine is expensive and complex, and may involve unforeseen difficulties including material performance problems, undetected defects or errors, for example, with new capabilities incorporating artificial intelligence. We may encounter technical obstacles, and it is possible that we may discover additional problems that prevent our proprietary algorithms from operating properly. If our data analytics do not function reliably, we may incorrectly provide recommendations and personalization. Either of these situations could result in customer dissatisfaction with us, which could cause subscribers to cancel their contract for our services with us or prevent prospective subscribers from signing up. Any of these eventualities could result in a material and adverse effect on our business, results of operations and financial condition.
WE RELY ON ARTIFICIAL INTELLIGENCE AND OUR DIGITAL PLATFORM TO COLLECT DATA POINTS THAT FORM THE BASIS OF OUR SERVICES, AND ANY LEGAL OR REGULATORY REQUIREMENTS THAT RESTRICT OUR ABILITY TO COLLECT THIS DATA COULD THUS MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS.
We use artificial intelligence and our digital platform to collect data points that we use for our service offerings. If federal, state or international regulators were to determine that the type of data we collect, the process we use for collecting this data or how we use it unfairly discriminates against some groups of people, laws and regulations could be interpreted or implemented to prohibit or restrict our collection or use of this data. Existing laws, such as the California Consumer Privacy Act, future laws, and evolving attitudes about privacy protection may impair our ability to collect, use, and maintain data points of sufficient type or quantity to develop and train our artificial intelligence algorithms.
INTERRUPTIONS OR DELAYS IN THE SERVICES PROVIDED BY OUR SERVICE PROVIDERS OF THIRD-PARTY DATA CENTERS OR OUR INTERNET SERVICE PROVIDERS COULD IMPAIR THE OPERABILITY OF OUR SERVICE AND MAY CAUSE OUR BUSINESS TO SUFFER.
We currently offer our products through our website using Amazon Web Services, Railway, and Cloudflare (collectively, “Service Providers”) data centers, as providers of cloud infrastructure services. We rely on the internet and, accordingly, depend on the continuous, reliable and secure operation of internet servers, related hardware and software, and network infrastructure. Our operations depend on protecting the virtual cloud infrastructure hosted in Services by maintaining its configuration, architecture, and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service providers transmit. Furthermore, we have no physical access or control over the services provided by the Service Providers. Although we have disaster recovery plans that utilize multiple Service Providers locations, the data centers that we use are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, floods, fires, severe storms, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures, and similar events, many of which are beyond our control, any of which could disrupt our services, prevent customers from accessing our products, destroy customer data, or prevent us from being able to continuously back up and record data. In the event of significant physical damage to one of these data centers, it may take a
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significant period of time to achieve full resumption of our services, and our disaster recovery planning may not account for all eventualities. Further, a prolonged Service Providers service disruption affecting our website or online app for any of the foregoing reasons could damage our reputation with current and potential customers, expose us to liability, cause us to lose customers, or otherwise harm our business. We may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the Service Providers services we use. Damage or interruptions to these data centers could harm our business. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our website and online app. We do not currently carry business interruption insurance, it may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business that may result from interruptions in our services or products.
Service Providers enable us to order and reserve server capacity in varying amounts and sizes distributed across multiple regions. Service Providers provide us with computing and storage capacity pursuant to an agreement that continues until terminated by either party. Service Providers may terminate their agreements for cause upon 30 days’ notice (i) if we are in material breach of the agreement and the material breach remains uncured for a period of 30 days from receipt of notice of such breach, (ii) if Service Provider’s relationship with a third-party partner who provides software or other technology Service Providers use to provide the service offerings under the agreement expires, terminates or requires Service Providers to change the way it provides the software or other technology as part of the services it renders pursuant to the agreement, (iii) in order to comply with the law or requests of governmental entities, (iv) if our use of the service offerings under the agreement (w) pose a security risk to the service offerings or any third party under the agreement, (x) could adversely impact Service Provider’s systems, the service offerings or the systems or content of any other Service Providers customers, (y) could subject Service Providers or its affiliates or any third party to liability, or (z) could be fraudulent, or (v) if we are in breach of the payment obligations pursuant to the agreement or we have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of our assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding. Termination of the Service Provider agreement may harm our ability to access data centers we need to host our website and online app or to do so on terms as favorable as those we have with Service Providers.
As we continue to expand the number of customers to whom we provide our products and services, we may not be able to scale our technology to accommodate the increased capacity requirements, which may result in interruptions or delays in service. In addition, the failure of data centers or third-party internet service providers to meet our capacity requirements could result in interruptions or delays in access to our website or online app or impede our ability to scale our operations. In the event that our Service Providers service agreements are terminated, or there is a lapse of service, interruption of internet service provider connectivity or damage to such facilities, we could experience interruptions in access to our website or online app as well as delays and additional expense in arranging new facilities and services, which could harm our business, results of operations, and financial condition.
SECURITY INCIDENTS OR REAL OR PERCEIVED ERRORS, FAILURES OR BUGS IN OUR SYSTEMS, WEBSITE OR ALGORITHM COULD IMPAIR OUR OPERATIONS, RESULT IN LOSS OF PERSONAL CUSTOMER INFORMATION, DAMAGE OUR REPUTATION AND BRAND, AND HARM OUR BUSINESS AND OPERATING RESULTS.
Our continued success is dependent on our systems, applications, and software continuing to operate and to meet the changing needs of our customers and users. We rely on our technology and engineering staff and vendors to successfully implement changes to and maintain our systems and services in an efficient and secure manner. Like all information systems and technology, our website and online app may contain material errors, failures, vulnerabilities or bugs, particularly when new features or capabilities are released, and may be subject to computer viruses or malicious code, break-ins, phishing impersonation attacks, attempts to overload our servers with denial-of-service or other attacks, ransomware and similar incidents or disruptions from unauthorized use of our computer systems, as well as unintentional incidents causing data leakage, any of which could lead to interruptions, delays or website or online app shutdowns, or could cause loss of critical data, or the unauthorized disclosure, access, acquisition, alteration or use of personal or other confidential information.
If we experience compromises to our security that result in technology performance, integrity, or availability problems, the complete shutdown of our services or the loss or unauthorized disclosure, access, acquisition, alteration or use of confidential information, customers may lose trust and confidence in us, and customers may decrease the use of our services, or stop using our services entirely. Further, outside parties may attempt to fraudulently induce employees or customers to disclose sensitive information in order to gain access to our information or customers’ information. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, often they are not recognized until launched against a target, and may originate from less regulated and remote areas around the world, we may be unable to proactively address these techniques or to implement adequate preventative measures. Even if we take steps that we believe are adequate to protect us from cyber threats, hacking against our competitors or other companies could create the perception among our customers or potential customers that our services are not safe to use.
A significant impact on the performance, reliability, security, and availability of our systems, software, or services may harm our reputation, impair our ability to operate, retain future customers or attract new customers, and expose us to legal claims and government action, each of which could have a material adverse impact on our financial condition, results of operations, and growth prospects.
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WE EMPLOY THIRD-PARTY LICENSED SOFTWARE FOR USE IN OUR BUSINESS, AND THE INABILITY TO MAINTAIN THESE LICENSES, ERRORS IN THE SOFTWARE WE LICENSE OR THE TERMS OF OPEN-SOURCE LICENSES COULD RESULT IN INCREASED COSTS OR REDUCED SERVICE LEVELS, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.
Our business relies on certain third-party software obtained under licenses from other companies. We anticipate that we will continue to rely on such third-party software in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. In addition, integration of new third-party software may require significant work and require substantial investment of our time and resources. Our use of additional or alternative third-party software would require us to enter into license agreements with third parties, which may not be available on commercially reasonable terms or at all. Many of the risks associated with the use of third-party software cannot be eliminated, and these risks could negatively affect our business.
Additionally, the software powering our technology systems incorporates software covered by open-source licenses. The terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that the licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to operate our systems. In the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code or re-engineer all or a portion of our technology systems, each of which could reduce or eliminate the value of our technology systems. Such risk could be difficult or impossible to eliminate and could adversely affect our business, financial condition, and results of operations.
FAILURE TO PROTECT OR ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Our success is dependent in part on protecting our intellectual property rights and technology (such as source code, information, data, processes and other forms of information, knowhow and technology). We rely on a combination of copyrights, trademarks, service marks, trade secret laws and contractual restrictions to establish and protect our intellectual property. However, there are steps that we have not yet taken to protect our intellectual property on a global basis. Additionally, the steps that we have already taken to protect our intellectual property may not be sufficient or effective. Even if we do detect violations, we may need to engage in litigation to enforce our rights.
While we take precautions designed to protect our intellectual property, it may still be possible for competitors and other unauthorized third parties to copy our technology and use our proprietary brand, content and information to create or enhance competing solutions and services, which could adversely affect our competitive position in our rapidly evolving and highly competitive industry. Some license provisions that protect against unauthorized use, copying, transfer and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries. We enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with our third-party providers and strategic partners. We cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially equivalent or superior to our offerings. Such arrangements may limit our ability to protect, maintain, enforce or commercialize such intellectual property rights.
We may be required to spend significant resources in order to monitor and protect our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting inferior or more costly technologies into our platform or harm our reputation or brand. In addition, we may be required to license additional technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms or at all and could adversely affect our ability to compete.
Although we take measures to protect our intellectual property, if we are unable to prevent the unauthorized use or exploitation of our intellectual property, the value of our brand, content, and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to customers and potential customers may become confused, and our ability to attract customers may be adversely affected. Any inability or failure to protect our intellectual property could adversely impact our business, results of operations and financial condition.
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SYSTEM SECURITY AND DATA PROTECTION BREACHES, AS WELL AS CYBER-ATTACKS, COULD DISRUPT OUR OPERATIONS, REDUCE OUR EXPECTED REVENUE AND INCREASE OUR EXPENSES, WHICH COULD ADVERSELY AFFECT OUR STOCK PRICE AND DAMAGE OUR REPUTATION.
Security breaches, computer malware and cyber-attacks have become more prevalent and sophisticated in recent years. These attacks have occurred on our systems in the past and are expected to occur in the future. Experienced computer programmers, hackers and employees may be able to penetrate our security controls and misappropriate or compromise our confidential information, or that of our employees or third parties. These attacks may create system disruptions or cause shutdowns. For portions of our IT infrastructure, including business management and communication software products, we rely on products and services provided by third parties. These providers may also experience breaches and attacks to their products which may impact our systems. Data security breaches may also result from non-technical means, such as actions by an employee with access to our systems.
Actual or perceived breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our partners, our customers or third parties could expose the parties affected to a risk of loss, or misuse of this information, resulting in litigation and potential liability, damage to our brand and reputation or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may not be successful. We may experience interruptions, delays, cessation of service and loss of existing or potential customers. Such disruptions could adversely impact our ability to fulfill orders and interrupt other critical functions. Delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial results, stock price and reputation.
RISK FACTORS RELATED TO OUR STOCK
WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITY TO OUR INVESTORS.
Cash flows generated from operating activities were not enough to support all working capital requirements for years ended December 31, 2025 and 2024. Financing activities described below have helped with working capital and other capital requirements. We incurred $698,644 and $8,367,464, respectively, in losses, and we used $116,453 and $445,807, respectively, in cash for operations for the years ended December 31, 2025 and 2024. Cash flows used in investing activities were $Nil and $Nil, respectively, for the years ended December 31, 2025 and December 31, 2024. Cash flows from financing activities were $114,445 and $450,000, respectively, for the same periods. These factors cause substantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these financial statements.
In order for us to continue as a going concern, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.
Our sources of capital are loans and sales of equity from common or preferred stock. We have no commitments for loans or equity sales at this date.
WE MAY IN THE FUTURE ISSUE MORE SHARES OF COMMON STOCK WHICH COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.
We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.
WE HAVE AUTHORIZED A DESIGNATED SERIES A PREFERRED CONVERTIBLE STOCK.
Series A Preferred Convertible Stock (the “Series A Preferred”) of which 155 shares of preferred stock are issued and outstanding for the class. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into 1,000 shares of fully paid and non-assessable Common Stock.
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WE CAN ISSUE FUTURE SERIES OF SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.
Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.
OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.
Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which require officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director. (See “Conflicts of Interest” at page 49)
None of our Officers and Directors has any interest in any competitive business to ours or any service provider to our Company, other than in relation to the license agreement. The other businesses in which our officers and directors now participate have no relation to our business, do not compete with our business and do not supply services, materials, or technology to our business. We see the primary conflict as one of necessary time devoted to the Company business and internal controls and procedures for accounting for our quarterly and annual reports under Section 13(a) of the Securities Exchange Act of 1934, which must be filed timely under the section and quarterly reviews and annual audits by our auditors which require adequate record keeping.
WE HAVE AGREED TO INDEMNIFICATION OF OFFICERS AND DIRECTORS AS IS PROVIDED FOR BY NEVADA REVISED STATUTES
Nevada Revised Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.
OUR DIRECTORS’ LIABILITY TO US AND SHAREHOLDERS IS LIMITED.
Nevada Revised Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.
We have no full-time employees which may impede our ability to carry on our business. The lack of full-time employees may very well prevent the Company’s operations from being efficient, and may impair the business progress and growth, which is a risk to any investor.
THE MARKET PRICES AND TRADING VOLUME OF OUR SHARES OF COMMON STOCK MAY EXPERIENCE RAPID AND SUBSTANTIAL PRICE VOLATILITY, WHICH COULD CAUSE PURCHASERS OF OUR COMMON STOCK TO INCUR SUBSTANTIAL LOSSES.
The market prices and trading volume of shares of Common Stock of other small publicly traded companies with a limited number of shares available to purchasers, have experienced rapid and substantial price volatility unrelated to the financial performance of those companies. Similarly, subsequent to this Offering, shares of our Common Stock may experience similar rapid and substantial price volatility unrelated to our financial performance, which could cause purchasers of our Common Stock in this Offering to incur substantial losses, which may be unpredictable and not bear any relationship to our business and financial performance. Extreme fluctuations in the market price of our Common Stock may occur in response to strong and atypical retail investor interest, including on social media and online forums, the direct access by retail investors to broadly available trading platforms, the amount and status of short interest in our Common Stock and our other securities, access to margin debt, trading in options and other derivatives on our shares of Common Stock and any related hedging and other trading factors:
If there is extreme market volatility and trading patterns in our Common Stock, it may create several risks for investors in this Offering, including the following:
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● the market price of our Common Stock may experience rapid and substantial increases or decreases unrelated to our operating performance or prospects, or macro or industry fundamentals;
● if our future market capitalization reflects trading dynamics unrelated to our financial performance or prospects, purchasers of our Common Stock could incur substantial losses as prices decline once the level of market volatility has abated;
● if the future market price of our Common Stock declines, purchasers of shares of Common Stock in this Offering may be unable to resell such shares at or above the price at which they acquired them. We cannot assure such purchasers that the market of our Common Stock will not fluctuate or decline significantly in the future, in which case investors in this Offering could incur substantial losses.
Further, we may incur rapid and substantial increases or decreases in our Common Stock price in the foreseeable future that may not coincide in timing with the disclosure of news or developments by or affecting us. Accordingly, the market price of our Common Stock may fluctuate dramatically, and may decline rapidly, regardless of any developments in our business. Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of our Common Stock or result in fluctuations in the price or trading volume of our Common Stock, including:
● actual or anticipated variations in our annual or quarterly results of operations, including our earnings estimates and whether we meet market expectations with regard to our earnings;
● our current inability to pay dividends or other distributions;
● publication of research reports by analysts or others about us or the industry in which we operate, including the nutraceutical industry which may be unfavorable, inaccurate, inconsistent or not disseminated on a regular basis;
● changes in market valuations of similar companies;
● market reaction to any additional equity, debt or other securities that we may issue in the future, and which may or may not dilute the holdings of our existing stockholders;
● additions or departures of key personnel;
● actions by institutional or significant stockholders;
● short interest in our Common Stock or our other securities and the market response to such short interest;
● the dramatic increase in the number of individual holders of our Common Stock and their participation in social media platforms targeted at speculative investing;
● speculation in the press or investment community about our company or industries in which we operate;
● strategic actions by us or our competitors, such as acquisitions or other investments;
● legislative, administrative, regulatory or other actions affecting our business, our industry, including positions taken by the FDA;
● investigations, proceedings, or litigation that involve or affect us;
● the occurrence of any of the other risk factors included in this registration statement of which this prospectus forms a part; and
● general market and economic conditions.
AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK IN ANY TRADING VENUE MAY NOT DEVELOP AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT ANY PRICE.
There has been a limited public market for shares of our Common Stock. Although we intend to apply to list our Common Stock on an exchange, an active trading market for our Common Stock may never develop or be sustained following this Offering. This listed offering price in this registration may not be indicative of the market price of our Common Stock after this Offering. In the absence of an active trading market for our Common Stock, investors may not be able to sell their Common Stock any price or at the time that they would like to sell. An inactive market may also impair our ability to raise capital by selling shares of our Common Stock and may impair our ability to raise capital by using shares of our Common Stock as consideration.
OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.
The shares of our common stock may be thinly traded. We are a small company which is relatively unknown to stock analysts, stock brokers, institutional stockholders and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities.
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THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES.
We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.
Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.
WE WILL PAY NO DIVIDENDS IN THE FORESEEABLE FUTURE AND BECAUSE WE DO NOT ANTICIPATE PAYING ANY CASH DIVIDENDS ON OUR CAPITAL STOCK IN THE FORESEEABLE FUTURE, CAPITAL APPRECIATION, IF ANY, WILL BE YOUR SOLE SOURCE OF GAIN.
We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.
RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.
All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
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ANY SALES OF OUR COMMON STOCK, IF IN SIGNIFICANT AMOUNTS, ARE LIKELY TO DEPRESS THE FUTURE MARKET PRICE OF OUR SECURITIES.
Assuming all of the shares of common stock held by the selling security holders registered under this Form S-1 registration statement are sold, we would have 11,715,328 new shares that are freely tradable and therefor available for sale, in market or private transactions.
Unrestricted sales of 11,715,328 shares of stock by our selling stockholders could have a negative impact on our share price, and the market for our shares. We have intend to enter into modified “Lock Up” agreements for 6 months for these shares (agreements are in the process of negotiation and collection prior to completion and effectiveness of the registration).
RAISING ADDITIONAL CAPITAL WILL LIKELY CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.
We will likely seek to raise additional capital following this offering through a combination of public and private equity offerings, debt financings. To the extent that we raise additional capital through the sale of equity or debt securities, your ownership interest will be diluted and the terms may include liquidation or other preferences that adversely affect your rights as a stockholder. The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. If we raise additional funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or any of our product candidates, or grant licenses on terms unfavorable to us.
ANY NEW POTENTIAL INVESTORS WILL SUFFER A DISPROPORTIONATE RISK AND THERE WILL BE IMMEDIATE DILUTION OF EXISTING INVESTORS’ INVESTMENTS.
Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.
WE CAN ISSUE SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.
Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.
THE INTEREST OF OUR CURRENT SIGNIFICANT SHAREHOLDERS MAY CONFLICT WITH OTHER SHAREHOLDERS AND THEY MAY ATTEMPT TO EFFECT CHANGES OR ACQUIRE CONTROL, WHICH COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Our shareholders may from time to time engage in proxy solicitations, advance shareholder proposals, acquire control or otherwise attempt to effect changes, including by directly voting their shares on shareholder proposals. Campaigns by shareholders to effect changes at publicly traded companies are sometimes led by investors seeking to increase short-term shareholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist shareholders can be costly and time-consuming, disrupting our operations and diverting the attention of our Board of Directors and senior management from the pursuit of business strategies. Additionally, uncertainty over our direction and leadership may negatively impact our relationship with our customers and make it more difficult to attract and retain qualified personnel and business partners. As a result, shareholder campaigns could adversely affect our results of operations and financial condition.
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A SIGNIFICANT PORTION OF OUR TOTAL OUTSTANDING SHARES OF COMMON STOCK ARE RESTRICTED FROM IMMEDIATE RESALE UNDER MODIFIED LOCK UP AGREEMENTS BUT MAY BE SOLD INTO THE MARKET IN THE FUTURE, WHICH COULD CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS PERFORMING WELL.
A substantial number of shares of our Common Stock in the public market could occur at any time, subject to certain restrictions described below. We intend to have modified “Lock Up” agreements for approximately 10,000,000 shares executed by shareholders so that an orderly market has a chance to develop which restrict shares for 6 months from resale. Lock Up Agreements are in process of negotiation and collection prior to completion and effectiveness of the registration. All of the Shares will eventually be freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act (“Rule 144”). These sales, or the perception in the market that holders of a large number of shares of our Common Stock intend to sell shares, could reduce the market price of our Common Stock. Also, we intend to register all shares of Common Stock that we may issue under our equity compensation plan on a registration statement on Form S-8. Upon such registration, such shares can be freely sold in the public market upon issuance, subject to the terms of applicable award agreements, volume limitations applicable to affiliates and the lock-up agreements described in the “Shares Eligible for Future Sale” section of this prospectus.
IF SECURITIES ANALYSTS DO NOT PUBLISH RESEARCH OR REPORTS ABOUT OUR BUSINESS OR IF THEY PUBLISH NEGATIVE EVALUATIONS OF OUR COMMON STOCK, THE PRICE OF OUR COMMON STOCK COULD DECLINE.
The trading market for our Common Stock may rely, in part, on the research and reports that industry or financial analysts publish about us or our business. If securities analysts do not commence coverage of us, the trading price of our Common Stock could decrease. Additionally, if one or more of the analysts covering our business downgrade their evaluations of our Common Stock, the price of our Common Stock could decline. If one or more of these analysts cease to cover our Common Stock, we could lose visibility in the market for our Common Stock, which in turn could cause our Common Stock price to decline.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this prospectus.
Forward-looking statements contained in this prospectus include, but are not limited to, statements about the following:
| ● | our estimates regarding the potential market opportunity for our products; |
| ● | our ability to identify and develop new product candidates; |
| ● | our ability to identify, recruit and retain key personnel; |
| ● | our commercialization and marketing capabilities and strategy; |
| ● | the implementation of our business model, strategic plans for our business, product candidates and technology; |
| ● | the rate and degree of market acceptance and utility of our products and products in development; |
| ● | our competitive position; |
| ● | our intellectual property position and our ability to protect and enforce our intellectual property; |
| ● | our financial performance; |
| ● | developments and projections relating to our competitors and our industry; |
| ● | our ability to obtain additional funding; |
| ● | our estimates regarding expenses, future revenue, capital requirements and needs for or ability to obtain additional financing; and |
| ● | the impact of laws and regulations. |
Forward-looking statements are subject to a number of significant risks, uncertainties and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.
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Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements after the date of this annual report to conform these statements to actual results, unless required by law.
We will not receive any proceeds from the sale of the shares being registered on behalf of our selling shareholders.
We may raise additional funds through a placement of shares of our common stock. At this time, there is no committed source for such funds, and we cannot give any assurances of being able to raise such funds. We will require additional funds to carry out our business plan. The availability and terms of any future financing will depend on market and other conditions.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information
Currently there is a limited public trading market for our stock as quoted on the OTCID under the symbol YQAI.
The following table sets forth the high and low bid quotations of our common stock for the periods indicated:
| Fiscal 2026 | High | Low | ||||||||
| Second Quarter - ended June 30, 2026 | $ | 1.00 | $ | 0.10 | ||||||
| First Quarter – ended March 31, 2026 | $ | 0.52 | $ | 0.30 | ||||||
| Fiscal 2025 | High | Low | ||||||||
| First Quarter – ended March 31, 2025* | $ | 3.50 | $ | 0.60 | ||||||
| Second Quarter – ended June 30, 2025* | $ | 4.10 | $ | 1.00 | ||||||
| Third Quarter – ended September 30, 2025 | $ | 1.00 | $ | 0.52 | ||||||
| Fourth Quarter – ended December 31, 2025 | $ | 1.00 | $ | 0.52 | ||||||
| Fiscal 2024 | High | Low | ||||||||
| First Quarter – ended March 31, 2024* | $ | 3.50 | $ | 1.00 | ||||||
| Second Quarter – ended June 30, 2024* | $ | 3.50 | $ | 0.30 | ||||||
| Third Quarter – ended September 30, 2024* | $ | 5.10 | $ | 0.30 | ||||||
| Fourth Quarter – ended December 31, 2024* | $ | 5.00 | $ | 0.80 | ||||||
__________
*Adjusted for the 1:10 reverse split on May 15, 2025
Rules Governing Low-price Stocks That May Affect Our Shareholders' Ability to Resell Shares of Our Common Stock
Our common stock currently is traded on the OTCID under the symbol YQAI.
Quotations on the OTCID reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions. Our common stock will be subject to certain rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are securities with a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information with respect to transaction in such securities. The additional sales practice and disclosure requirements imposed upon broker-dealers are and may discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of the shares and impede the sale of shares in the secondary market.
The penny stock rules require broker-dealers, prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for the purchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosure documents prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions
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payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.
Holders
As of August 11, 2026, we have approximately 110 shareholders of record of our common stock. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. Under Rule 144, a person who has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least 6 months, is entitled to sell shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144.
11,585,828 and 10,565,828 shares of our common stock are outstanding as of March 31, 2026 and December 31, 2025, respectively. The Holders of the 155 Series A Preferred stock could convert to common stock which will result in issuance of another approximately 155,000 shares of common stock, calculated as of August 11, 2026.
Dividends
As of the filing of this Form S-1, we have not paid any dividends on our common stock to shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend; we would not be able to pay our debts as they become due in the usual course of business; or our total assets would be less than the sum of the total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
The Company has not paid any cash dividends to date and does not anticipate or contemplate paying cash dividends on our capital stock in the foreseeable future. It is the present intention of management to utilize all available funds and future earnings for the development of the Company’s business. Any future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our Board of Directors may deem relevant. Our future ability to pay cash dividends on our capital stock may be limited by any future debt instruments or preferred securities.
The following table sets forth with respect to existing shares being offered and under this registration, the number of our shares of common stock offered by shareholders, the percentage ownership of such shares, and net tangible book value per share. All percentages are computed based upon cumulative shares and consideration assuming sale of all shares in the line item.
| Shares being offered for resale | Net tangible book value | |||||||||||
| Number | Percent (1) | /Share (2) | ||||||||||
| Shares of Common Stock by Existing Selling Shareholders | 11,715,328 | 98.69 | % | $ | (0.27 | ) | ||||||
| Shares of Common Stock if Series A Preferred converts to Common | 155,000 | 1.31 | % | $ | (0.27 | ) | ||||||
__________
| (1) | Percentage relates to the total percentage of shares to be registered for existing shareholders. | |
| (2) | Based upon net tangible book value at December 31, 2025. |
The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.
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“Net tangible book value” is the amount that results from subtracting the total liabilities and intangible assets from the total assets of an entity. Dilution occurs because we determined the offering price based on factors other than those used in computing book value of our stock. Dilution exists because the net tangible book value of shares held by existing stockholders is lower than the offering price offered to resale investors.
As of December 31, 2025 and December 31, 2024, the net tangible book value of our stock was $(0.30) and $(0.25) per share, respectively.
The common shares being offered for resale by the selling security holders consist of 11,715,328 shares of our common stock, which could increase if the Series A preferred converts to common (an additional 155,000 shares).
The selling shareholders obtained their shares of our stock in the following transactions:
| Number of Shares | Original Consideration | Issue Price Per Share | |||||||
| 11,645,328 | Private Placements, Private Purchases, and Cash | $ | 0.001 to 2.70 | ||||||
| 70,000 | Consulting and other Services | $ | 0.52 to 0.60 | ||||||
| 11,715,328 | |||||||||
Other than the stock transactions discussed above, we have not entered into any transaction nor are there any proposed transactions in which any founder, director, executive officer, significant shareholder of our company or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
No person who may, in the future, be considered a promoter of this offering, will receive or expect to receive assets, services or other considerations from us except those persons who are our salaried employees or directors. No assets will be, nor expected to be, acquired from any promoter on behalf of us. We have not entered into any agreements that require disclosure to the shareholders.
| (a) | All of the securities listed below are being registered in this Registration Statement. |
| Name | Common Shares to be Registered | % Owned Before Offering (1) | Shares Owned After Offering | Percent Owned After Offering | ||||||||||||
| Jack W. Angstadt | 5 | 0 | % | 0 | 0 | % | ||||||||||
| James Angstadt | 10 | 0 | % | 0 | 0 | % | ||||||||||
| Trey M. Angstadt | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Associates Consulting Group | 5 | 0 | % | 0 | 0 | % | ||||||||||
| Roger Ballard | 3 | 0 | % | 0 | 0 | % | ||||||||||
| Jackie Barnes | 3 | 0 | % | 0 | 0 | % | ||||||||||
| BD Trading, LLC | 80 | 0.001 | % | 0 | 0 | % | ||||||||||
| Lilia Kwai Ben | 4 | 0 | % | 0 | 0 | % | ||||||||||
| Hernan Carazo Bermudez | 3 | 0 | % | 0 | 0 | % | ||||||||||
| Ken Blumberg | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Bougainville Development, LLC | 20 | 0 | % | 0 | 0 | % | ||||||||||
| Bruce S. Brannon | 4 | 0 | % | 0 | 0 | % | ||||||||||
| Bright Music Limited | 33,334 | 0.232 | % | 0 | 0 | % | ||||||||||
| Maxim Brodski | 27 | 0 | % | 0 | 0 | % | ||||||||||
| Brookdale Consulting LLC (3) | 446,000 | 3.104 | % | 0 | 0 | % | ||||||||||
| Bufete Castro & Asociados S.R.L. | 9 | 0 | % | 0 | 0 | % | ||||||||||
| Kenneth Butler Trustee U/A DTD 11-09-12 | 50 | 0 | % | 0 | 0 | % | ||||||||||
| Calderan Ventures Ltd (2) (3) | 500,000 | 3.479 | % | 0 | 0 | % | ||||||||||
| Sergio Garcia Carrera | 300,000 | 2.088 | % | 0 | 0 | % | ||||||||||
| CDS Energy Resources, LLC | 15 | 0 | % | 0 | 0 | % | ||||||||||
| CEDE & CO | 73,888 | 0.514 | % | 0 | 0 | % | ||||||||||
| Irving Chang | 25,000 | 0.174 | % | 0 | 0 | % | ||||||||||
| Shijia Chen | 10 | 0 | % | 0 | 0 | % | ||||||||||
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| Oleg Chubenko | 40 | 0 | % | 0 | 0 | % | ||||||||||
| Sheila Cockburn | 6 | 0 | % | 0 | 0 | % | ||||||||||
| Tania Davila Colindres | 11 | 0 | % | 0 | 0 | % | ||||||||||
| Coral Shores Corp | 101 | 0.001 | % | 0 | 0 | % | ||||||||||
| Crompton Children Trust, Attn: Thomas Crompton | 10 | 0 | % | 0 | 0 | % | ||||||||||
| Elliott Crompton Trustee U/A DTD 01-13-2013 Crompton Family Trust | 63 | 0 | % | 0 | 0 | % | ||||||||||
| Martin Duc Minh Dang | 10,000 | 0.070 | % | 0 | 0 | % | ||||||||||
| Digital Cavalier Technology Services, Inc. (3) | 2,500,000 | 17.397 | % | 0 | 0 | % | ||||||||||
| Domino Fusion De Ondas S.A. | 3 | 0 | % | 0 | 0 | % | ||||||||||
| Fernando Saez Dubon | 5 | 0 | % | 0 | 0 | % | ||||||||||
| Michelle E. Ecsedy | 35,000 | 0.244 | % | 0 | 0 | % | ||||||||||
| David Edmunds | 50,000 | 0.348 | % | 0 | 0 | % | ||||||||||
| Elvis Edwards | 1,000 | 0.007 | % | 0 | 0 | % | ||||||||||
| Raymond Van Empel | 550,000 | 3.827 | % | 0 | 0 | % | ||||||||||
| Enkrateia Holding Ltd | 50,000 | 0.348 | % | 0 | 0 | % | ||||||||||
| Fima Inc. | 14 | 0 | % | 0 | 0 | % | ||||||||||
| Meir Frankel | 10 | 0 | % | 0 | 0 | % | ||||||||||
| Edward Adam Fridovich | 3 | 0 | % | 0 | 0 | % | ||||||||||
| Barry Gainey | 8 | 0 | % | 0 | 0 | % | ||||||||||
| Gretta Gallagher | 10 | 0 | % | 0 | 0 | % | ||||||||||
| Joshua Ginsberg | 640,000 | 4.454 | % | 0 | 0 | % | ||||||||||
| Dick Glover Co. | 5 | 0 | % | 0 | 0 | % | ||||||||||
| Goldman Sachs Execution & Clearing | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Irina Gordieieva | 99 | 0.001 | % | 0 | 0 | % | ||||||||||
| Bruce Hannan | 72 | 0.001 | % | 0 | 0 | % | ||||||||||
| Bernard H. Hanneman | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Julia Hansen | 10,000 | 0.070 | % | 0 | 0 | % | ||||||||||
| Abraham Hoschander | 4 | 0 | % | 0 | 0 | % | ||||||||||
| Miriam Hoschander | 4 | 0 | % | 0 | 0 | % | ||||||||||
| Geoffrey Jordan | 14 | 0 | % | 0 | 0 | % | ||||||||||
| JSP 3 Enterprises, LLC | 7 | 0 | % | 0 | 0 | % | ||||||||||
| Juan Pepe Holdings LLC (3) | 75,000 | 0.522 | % | 0 | 0 | % | ||||||||||
| Kamlawatie Kadir | 5 | 0 | % | 0 | 0 | % | ||||||||||
| Richard D. Kerns | 75 | 0.001 | % | 0 | 0 | % | ||||||||||
| Rebeka Kolcna | 300,000 | 2.088 | % | 0 | 0 | % | ||||||||||
| Sophya Galper Komet | 10,000 | 0.070 | % | 0 | 0 | % | ||||||||||
| Ludmila Kovalenko | 86 | 0.001 | % | 0 | 0 | % | ||||||||||
| Legacy Global Markets S.A. | 61 | 0 | % | 0 | 0 | % | ||||||||||
| Robert D. Legg | 12 | 0 | % | 0 | 0 | % | ||||||||||
| MAVDB Consulting, LLC (3) | 1,200,000 | 8.351 | % | 0 | 0 | % | ||||||||||
| Ryan McIntosh | 5 | 0 | % | 0 | 0 | % | ||||||||||
| Merrill Lynch Pierce Fenner & Smith Incorporated | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Marvin Nelms | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Virginia Norfleet | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Arnon Rae O’Brian | 154 | 0.001 | % | 0 | 0 | % | ||||||||||
| Ja Suk Oh | 10,000 | 0.070 | % | 0 | 0 | % | ||||||||||
| Joyana Kim Oh | 30,000 | 0.209 | % | 0 | 0 | % | ||||||||||
| Other World Management Inc. (3) | 17,500 | 0.122 | % | 0 | 0 | % | ||||||||||
| Brett D. Peterson | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Madeleine Pierre | 1 | 0 | % | 0 | 0 | % |
| 28 |
| Pioneer Garage, Ltd. (3) | 700,000 | 4.871 | % | 0 | 0 | % | ||||||||||
| Adriana Chavarria Quintero | 66 | 0 | % | 0 | 0 | % | ||||||||||
| Alireza Rassekhi | 5 | 0 | % | 0 | 0 | % | ||||||||||
| Edina Redzematovice | 300,000 | 2.088 | % | 0 | 0 | % | ||||||||||
| Patrick E. Rhea | 54,000 | 0.376 | % | 0 | 0 | % | ||||||||||
| River Sky Partners, Inc. | 37,178 | 0.259 | % | 0 | 0 | % | ||||||||||
| RJG Enterprises LLC | 10 | 0 | % | 0 | 0 | % | ||||||||||
| Hayne J. Rucker | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Sage Venture Capital Corp. | 120 | 0.001 | % | 0 | 0 | % | ||||||||||
| James R.J. Scheltema | 8 | 0 | % | 0 | 0 | % | ||||||||||
| Carran Schneider | 250,000 | 1.740 | % | 0 | 0 | % | ||||||||||
| Patrick Schneider | 150,000 | 1.044 | % | 0 | 0 | % | ||||||||||
| Ronald Stephen Smith | 15 | 0 | % | 0 | 0 | % | ||||||||||
| Stem Cell Development Fund LLC (3) | 125,521 | 0.873 | % | 0 | 0 | % | ||||||||||
| Ivan Stupenko | 66 | 0 | % | 0 | 0 | % | ||||||||||
| Paul Swagler | 53 | 0 | % | 0 | 0 | % | ||||||||||
| Donald Sweeney | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Paul Sweeney | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Meryem Tatli | 300,000 | 2.088 | % | 0 | 0 | % | ||||||||||
| The Governance Box (3) | 200,000 | 1.392 | % | 0 | 0 | % | ||||||||||
| Triple D Rental Tools, LLC | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Venda Distributors Inc. (3) | 1,000,000 | 6.959 | % | 0 | 0 | % | ||||||||||
| Venture Investments, LLC | 9 | 0 | % | 0 | 0 | % | ||||||||||
| Sean Leigh Webster | 666,667 | 4.639 | % | 0 | 0 | % | ||||||||||
| Westland Group, R.B.A., S.A. | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Howell B. Williams III | 2 | 0 | % | 0 | 0 | % | ||||||||||
| Jarvis Williams | 20,000 | 0.139 | % | 0 | 0 | % | ||||||||||
| Jin Tian Wu | 5,000 | 0.035 | % | 0 | 0 | % | ||||||||||
| Lucie Yu Ming Yang | 177,090 | 1.232 | % | 0 | 0 | % | ||||||||||
| Thomas S. Yang | 674,359 | 4.692 | % | 0 | 0 | % | ||||||||||
| Tia Yang | 177,090 | 1.232 | % | 0 | 0 | % | ||||||||||
| Jeff Yarchever | 11 | 0 | % | 0 | 0 | % | ||||||||||
| Mark Yare | 1 | 0 | % | 0 | 0 | % | ||||||||||
| Leroy Young | 169 | 0.001 | % | 0 | 0 | % | ||||||||||
| Jun Yuan | 10 | 0 | % | 0 | 0 | % | ||||||||||
| Yi Long Zhu | 10,000 | 0.070 | % | 0 | 0 | % | ||||||||||
| TOTAL | 11,715,328 |
____________
| (1) | Based upon 14,370,328 shares of common stock on a fully-diluted basis. The Company had 14,215,328 issued and outstanding at August 11, 2026. 155 Series A Preferred Convertible for 155,000 common shares are included in the fully-diluted total shares of common stock | |
| (2) | Officer and/or director of our Company, or an affiliated entity. | |
| (3) | The individuals have voting control for the entities noted in the list below (b). | |
| (4) | We are registering a total of 5,250,000 shares of common stock in which our officers/directors and control shareholders are considered to have beneficial ownership. | |
| (5) | Assumes resale of all shares registered for resale. |
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(b) The table below shows the person with voting control for the entities listed in (a) above.
| Name of the Entity | Person With Voting Control | Number of Common Shares Being Registered | Affiliate of Company? | |||||||
| Brookdale Consulting LLC | Dale Engelhardt | 446,000 | No | |||||||
| Calderan Ventures Ltd. | James D. Romano | 500,000 | Yes | |||||||
| Digital Cavalier Technology Services, Inc. | Murray Galbraith | 2,500,000 | No | |||||||
| Juan Pepe Holdings LLC | Juan Pepe | 75,000 | No | |||||||
| MAVDB Consulting LLC | David Joshua Bartch | 1,200,000 | No | |||||||
| Other World Management Inc | Jeff Friedland | 17,500 | No | |||||||
| Pioneer Garage, Ltd. | Raymond Van Empel | 700,000 | No | |||||||
| River Sky Partners Inc | Anuj Pandya | 37,178 | No | |||||||
| Stem Cell Development Fund LLC | Christian Johnson | 125,521 | No | |||||||
| The Governance Box | Todd Heinzl | 200,000 | No | |||||||
| Venda Distributors Inc. | James Lu | 1,000,000 | No | |||||||
Upon effectiveness of this registration statement, of which this prospectus is a part, our security holders may sell their securities at market prices or at any price in privately negotiated transactions, subject to the terms of the modified Lock-Up Agreements (agreements are in the process of negotiation and collection prior to completion and effectiveness of the registration).
Our selling shareholders may be deemed underwriters in this offering.
The selling shareholders are not paying any of the offering expenses, and we will not receive any of the proceeds from the sale of the shares by the selling shareholders.
CORPORATE HISTORY
GENERAL
The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” “YouneeqAI,” “Youneeq,” or the “Company” are to YouneeqAI Technical Services, Inc.
DESCRIPTION OF BUSINESS
YouneeqAI Technical Services, Inc. (“We,” “us,” “our,” “Company,” “YouneeqAI,” or “YQAI”), is incorporated in the State of Nevada with corporate operations located in Raleigh, North Carolina.
The names by which we have been known are: (i) originally incorporated as Ocean Energy, Inc. on November 28, 2007, (ii) Sino Cement, Inc. from September 15, 2010 to July 5, 2013, (iii) Nevis Capital Corporation from July 5, 2013 to May 10, 2017, (iv) ASC Biosciences, Inc. from February 6, 2017 to January 15, 2019, (v) American Hemp Ventures, Inc. from January 15, 2019 to October 15, 2022, and (vi) YouneeqAI Technical Services, Inc. from October 15, 2022 to date.
Our executive offices are located at 3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604 and the telephone number is (919) 434-9277. We maintain a website at www.youneeqai.com, and such website is not incorporated into or a part of this filing.
HISTORY
The Company was founded as a Nevada corporation in 2007 as Ocean Energy, Inc. The business was formed for the purpose of producing and distributing Ocean Power Converters (OPC) supplying seashore consumers. This innovative, patent-pending technology was the result of 15 years of development of the Wincrants rotor. Nine prototypes of OPC were manufactured and tested, one of which was installed and tested in the city of Suva, Fiji Islands, by the University of the South Pacific. This venture failed.
In a reverse merger the Company then acquired a People’s Republic of China (the “PRC”) based cement producer in accordance with a Share Exchange Agreement dated February 21, 2011 (“2011 Exchange Agreement”) made by and among Sino Cement, Inc., (“Sino”) a Nevada corporation, Valentyna Stupenko, Tiger Fair Limited (“Tiger Fair”), a Hong Kong corporation and King Harbour International Limited (“King Harbour”), a company incorporated in the British Virgin Islands.
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King Harbour was incorporated in the British Virgin Islands on January 2, 2009. Tiger Fair was incorporated in the Hong Kong on March 30, 2009. Tiger Fair was a wholly-owned subsidiary of King Harbour. King Harbour, through Tiger Fair directly controlled Shaanxi Shehui Cement Co., Ltd. (“Shehui Cement”), a cement producer in the PRC. The close of the 2011 Share Exchange transaction took place on February 21, 2011. On that date, pursuant to the terms of the 2011 Exchange Agreement, Sino acquired all of the outstanding capital stock and ownership interests of Tiger Fair Limited from King Harbour and they transferred and contributed all of their interests to us. In exchange, Sino issued to the Tiger Fair shareholders 14,250,000 shares of our common stock. Shehui Cement was incorporated in the PRC on January 17, 2001. Shehui Cement was the Chinese operating company subsidiary and was in the business of producing cement in Shaanxi province in the PRC, and was used primarily in the construction of infrastructure projects such as highways, bridges, railways and roads, as well as residential buildings. Shehui Cement was a wholly owned subsidiary. Concurrently, the name of Sino was changed to Nevis Capital Corporation. This business failed and the Company was abandoned.
ASC Biosciences, Inc. (“ASC”) acquired Nevis Capital Corporation (“Nevis”) by Order of the Second District Court of Nevada on February 27, 2017. ASC was awarded a controlling stock ownership of Nevis.
The court appointed a receiver during the period from June 16, 2016 through February 27, 2017. All assets and liabilities of Nevis were disposed of by the receivers of or liquidated for the benefit of the company’s creditors in the ensuing month prior to the date of acquisitions by ASC.
After the date of ASC’s acquisition, the name of the company was changed to ASC Biosciences, Inc., and a reverse split of the common stock was effected replacing each 2000 shares of stock with 1 share of new common stock. This venture for the company failed in 2018.
Effective as of December 27, 2018, ASC Biosciences, Inc. acquired H.E.M.P Group LLC, a Colorado limited liability company doing business as H.E.M.P. Consulting Group LLC (“HEMP Consulting”), and LTC Farms LLC, a Colorado limited liability company (“LTC Farms,” together with HEMP Consulting collectively the “Target Companies” by an Agreement for Share Exchange (the “2018 Share Exchange Agreement”), pursuant to which the following would occur: (i) The Company would acquire all of the outstanding membership interests in the Target Companies and the Target Companies would become the wholly owned subsidiaries of the Company (the “2018 Share Exchange”); (ii) The Target Companies would pay the Company or its assignees $183,333.00; (iii) The Company would issue the owners of the Target Companies (the “2018 New Shareholders”) 13,944,792 shares of Company common stock; (iv) An equivalent number of outstanding shares of Company common stock (13,944,792 shares) would be cancelled; (v) The Company’s officers and directors prior to closing would resign; and (vi) Designees of the Target Companies would be appointed as officers and directors of the Company. Effective as of December 28, 2018, (i) the 2018 Share Exchange closed; (ii) the Target Companies became wholly owned subsidiaries of Company; (iii) Neville Pearson, Howard Letovsky and C.W. Gilluly resigned as officers and directors of the Company; (iv) S. Mark Spoone was appointed as President, CEO and a director the Company, John Yoo Lee was appointed as a director of the Company, Jiun Haw Chang was appointed as a director the Company, and Neville Pearson was appointed as interim CFO of the Company; and (v) the cash consideration was paid by the Target Companies to the Company and distributed as follows: $25,000 was paid to Neville Pearson, $16,666.67 was paid to C.W. Gilluly, $16,666.67 was paid to Financial Logistics LLC, and $125,000 was paid to Mac Feegle Holdings, Inc. On or about January 4, 2019, the canceled shares were canceled, and the Company issued the Shares to the following shareholders as follows: 6,135,708 were issued to John Yoo Lee, 6,135,708 shares were issued to Jiun Haw Chang, and 1,673,376 shares were issued to S. Mark Spoone. Accordingly, immediately prior the 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were considered outstanding, and immediately following the 2018 Share Exchange, approximately 16,061,560 shares of Company common stock were still considered outstanding. The Company’s mission was to become a broadly integrated “seed-to-sale” hemp operation that starts on the farm and delivers to the tabletop.
The name was changed to American Hemp Ventures, Inc. on January 15, 2019.
On March 25, 2021, the Company entered into assignment agreements to transfer its ownership in Hemp Group, LTC Farms, and AMHV Wellness to an entity controlled by the officers and directors of the Company. On September 1, 2021, the Company and the counterparties entered into rescission agreements rescinding the original assignment agreements ab initio, effective as of March 25, 2021. On March 25, 2021, the Company entered into a Non-Exclusive Patent License Agreement (the “2021 License Agreement”) with Alpha Modus, Corp. (“Alpha Modus”). The Agreement provided for the Company to license for use certain patents and patent applications held by Alpha Modus for commercialization, and the Company agreed to issue 78,390,770 shares of its restricted common stock as an initial royalty payment to Alpha Modus. On July 14, 2021, the 2021 License Agreement was rescinded by the parties, and as part of the recission, the 78,390,770 shares issued to Alpha Modus were returned to Company and were canceled.
The Company was delinquent in its Nevada filings several times in each instance it reinstated in Nevada by filing the required documents.
On February 11, 2022, the Company approved a License Agreement (with an effective date of February 9, 2022) for the issuance of 30,000,000 common shares to Digital Cavalier Technology Services, Inc., a Canadian corporation. After this was presented to the accountants, they determined that there were valuation and accounting issues with this arrangement and after research and consultations, determined that issuance of Preferred stock was a better alternative. Accordingly, on May 4, 2022, the parties to the License Agreement adopted an amendment to the equity arrangement under the License Agreement
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and the Acquisition Agreement which provided for the issuance of 3,000 shares of Series A Preferred Stock, instead of 30,000,000 shares of common stock. After that had been agreed, upon review of the Series A preferred Certificate of Designation it was discovered that it only authorized 1,000 shares of Series A and did not contain the ratio of conversion rights which had been agreed to between the parties in the May 4, 2022 amendment. So, during the next several months, the parties negotiated and drafted an Amended and Restated Certificate of Designation for the Series A preferred shares which was recorded with the Secretary of State in Nevada in August 2022. The parties extended the License Agreement by amendment on February 6, 2023 for an additional twenty four (24) which included a clause for a cancellation for failure to commercialize the IP and technology within 24 months after the effective date of a successful registration statement.
The License Agreement with Digital Cavalier Technology Services, Inc. (“Digital”) allowed for the Company to license, market and sell the technology of Digital Cavalier Technology Services, Inc. Digital Cavalier Technology Services, Inc. is licensing its AI Personalization engine software as a service (SaaS) products and services, for e-commerce, content marketing, digital publishing, and other industries where a relevant customer experience is necessary. This License Agreement has been cancelled.
The Company changed its name to YouneeqAI Technical Services, Inc. effective October 15, 2022.
On June 16, 2023, the Board of Directors voted to amend the bylaws of the Corporation to clarify that the designation of the Eighth Judicial District Court of Clark County, Nevada as the exclusive forum will not apply in certain circumstances, including actions where another court has exclusive jurisdiction, and to opt out of certain default provisions in Nevada regarding Dissenter’s Voting Rights (NRS 78.378-3793, inclusive) and Combinations with Interested Stockholder (NRS 28.411-444, inclusive).
Our exclusive forum provision is not intended to apply to actions arising under the Securities Act of 1933 or the Securities Exchange Act of 1934. If the “exclusive forum” clause were to be asserted by the Company, it is doubtful that any Court would apply it to Securities Act or Exchange Act claims and require the matter to be tried in the exclusive forum specified. It should be noted that investors/shareholders cannot waive compliance with Federal Securities Laws and Rules and Regulations thereunder. It also should be noted that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suites brought to enforce any duty or liability created by the Securities Act or the Rules and Regulations thereunder. Our Company intends to inform investors in future filings that the “exclusive forum” provision does not apply to any actions arising under the Securities Act or the Exchange Act. In the interim, the Company has deleted the clause from its Bylaws as of November 7, 2023.
On January 14, 2026, the Company entered into a Software License Agreement with AgEYE Technologies, Inc. (“AgEYE”). AgEYE granted YouneeqAI the right to use the Licensed Software solely for the purpose of integrating, deploying, marketing, and commercializing products and services developed and offered by YouneeqAI that incorporate the Licensed Software. The field of use includes AI-enabled analytics, automation, and software solutions for the agriculture industry, including controlled-environment agriculture, indoor farming, greenhouse operations, crop production optimization, and related agricultural applications.
CURRENT BUSINESS
Our current business relies exclusively on the license with AgEYE Technologies, Inc., as our previous lines of business are no longer part of the Company.
Description of AgEYE Technology
The AgEYE License commits the Company to commercializing an agentic, AI-enabled agricultural software platform to monitor, predict, recommend and automate the operational variables that drive yield, cost and unit economics across agricultural production. The platform is designed to be application-agnostic — capable of supporting growing operations across controlled environments, commercial greenhouses, open-field row crops and adjacent agricultural and biological-production use cases, in each case subject to the integration, data, model and engineering work required for a particular operating environment. We license the underlying platform on a long-term basis from AgEYE Technologies, Inc. (“AgEYE”) pursuant to a Software License Agreement dated January 14, 2026 (the “AgEYE License”). We commercialize the platform through software deployments we market as “Intelligent Crop Systems.”
Our market is controlled-environment agriculture (“CEA”) as our initial commercial beachhead because, in management's view, CEA combines the highest density of operating data, the most controllable operating variables and the highest marginal value of optimization within agriculture today, and is therefore the operating environment in which the platform's closed-loop architecture can be deployed, validated and refined most rapidly. CEA is the wedge by which we expect to build our initial reference base and operational track record; it is not, however, the limit of the markets the platform is designed to address. We intend to extend deployment, on a phased and disciplined basis, into commercial greenhouses and, longer-term, into open-field row crops and other agricultural applications as the platform, our engineering capacity, our reference base and available financing allow. See “Industry Background and Market Opportunity,” “Our Growth Strategy” and “Risk Factors.”
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Unless the context requires otherwise, references in this prospectus to “the platform” or “our platform” are to the software developed and owned by AgEYE and licensed to us under the AgEYE License. Our rights to the platform are limited to those expressly granted under the AgEYE License, which is the sole basis on which we conduct our operating business. See “Risk Factors — Risks Related to Our License with AgEYE Technologies, Inc.”
Industry Background and Market Opportunity
We believe global agriculture is undergoing a long-cycle transition from an asset-heavy, location-dependent industry to a more data-driven operating model in which sensor data, predictive analytics and automation play a steadily larger role in production decisions, capital allocation and unit economics. We believe the structural forces driving this transition include population growth and food-security policy; the rising cost and reduced availability of arable land, water and skilled labor; volatility in energy costs (which represent a substantial component of operating expense for many growers); increasing regulatory and consumer attention to traceability and resource efficiency; and the maturation of AI, sensor and robotics technologies that make closed-loop monitoring, prediction and automated control commercially deployable at facility and field scale. These are management's views; readers should not place undue reliance on them. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”
We believe these forces apply across the full breadth of commercial agriculture, and we have designed our platform and our three lines of business to address agricultural production as a whole. The opportunity is broad and diverse, ranging from controlled-environment facilities operating under fully managed conditions, to commercial greenhouses operating under partially controlled conditions, to open-field row-crop operations operating under largely uncontrolled conditions. Each of these segments shares the same underlying optimization problem — converting biological inputs into commercial output as efficiently as possible — and each can benefit from closed-loop monitoring, prediction, recommendation and automation. The integration work, data inputs and operating economics differ across segments, and we do not represent that the platform is, today, equally deployable across all segments.
Our planned market entry follows a sequenced rollout designed to allow the platform to demonstrate clear, measurable outcomes in the most data-rich environment first and then to extend, on a disciplined basis, into progressively larger and more heterogeneous segments:
• Controlled-environment agriculture — our beachhead. CEA — including vertical farms, indoor farms and other fully enclosed growing facilities — is the initial wedge by which we are entering the agricultural-technology market. CEA's high data density, controllable operating variables and high marginal value of optimization make it, in management's view, the operating environment in which the platform can be demonstrated most rapidly and against the most measurable outcomes. Establishing reference deployments in CEA is intended to provide the operational track record, customer references and recurring-revenue base that support disciplined expansion into the broader agricultural market. Industry estimates of the global vertical-farming market vary; published estimates range from approximately US$10.6 billion to US$11.6 billion in 2026, based on Fortune Business Insights, Grand View Research and The Business Research Company.
• Commercial greenhouses — selective near-adjacent expansion. Commercial greenhouse operations represent a substantially larger global production base than fully enclosed CEA, and present the same core optimization problems — climate control, irrigation, nutrient delivery, crop steering and energy management — in a less fully controlled but still data-rich operating environment. We believe the platform's monitoring, prediction and recommendation layers are deployable into the greenhouse segment with limited incremental engineering, and we intend to pursue selective greenhouse engagements where the customer profile and operating economics support attractive deployment. Industry estimates of the global commercial-greenhouse market vary; published estimates range from approximately US$35.9 billion to US$42.9 billion in 2026, based on Grand View Research, Fortune Business Insights and The Business Research Company.
The Gulf Cooperation Council region has identified food security as a strategic national priority and has directed meaningful public-sector investment into agricultural infrastructure, including CEA and greenhouse facilities. We intend to pursue targeted business-development activity in that region in coordination with our initial reference deployments. See “Our Growth Strategy”
Industry estimates, forecasts and market-size figures referenced in this prospectus are derived from publicly available third-party reports and industry data, supplemented in certain cases by management estimates. Third-party industry data involves assumptions and limitations, and we have not independently verified data obtained from third-party sources. Forward-looking estimates of market size or growth are subject to significant uncertainties and should not be taken as representations by us that such market sizes will be achieved. There can be no assurance that our platform will achieve commercial acceptance in any particular segment of agriculture, including the controlled-environment, greenhouse or open-field segments described above. See “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”
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Our Platform
We use the term “agentic AI” to describe AI systems that perceive their operating environment, analyze and predict outcomes, generate decision-grade recommendations and — where appropriate — execute or assist in executing actions, while continuing to learn from observed results. Applied to commercial agriculture, this enables a closed-loop system across the principal variables that drive plant biology and facility or field economics. The licensed AgEYE platform implements this loop across four integrated layers:
• Monitor. Integrated data feeds continuously capture the operating state of a growing environment, including lighting, temperature, humidity, carbon-dioxide concentration, irrigation, nutrient delivery and crop-level biological signals. The monitoring layer is designed to support different sensor configurations across controlled environments, greenhouses and, on a phased basis, open-field deployments.
• Predict. Machine-learning and analytical models translate operating data into forward-looking predictions of yield, growth-stage timing, resource consumption and risk events. The model architecture is designed to be model- and crop-agnostic, with new crop-specific or segment-specific models added incrementally.
• Recommend. Decision-support agents generate prioritized recommendations — operating-setpoint changes, intervention alerts, resource-allocation guidance and unit-economic optimizations — surfaced to growers and operations teams through a unified software interface.
• Automate. Where the operating environment supports it, robotic and automation modules execute selected actions directly, closing the loop between sensing, recommendation and execution and reducing dependence on manual labor. The degree to which the “automate” layer is deployable varies materially across agricultural segments; we expect that controlled environments will support the broadest automation today, with progressively narrower automation in greenhouse and open-field environments.
Outputs from each cycle of the loop are fed back into the platform's models, supporting continuous, data-driven improvement across deployments and segments. We believe this architecture — combining hardware, software and AI under one platform — distinguishes our offering from point solutions that address a single component of monitoring, control or automation in isolation. We can give no assurance that the platform will perform as intended in any particular customer environment, that customers will achieve the operational improvements they expect, or that any technical differentiation we believe we possess will translate into customer adoption or revenue in any agricultural segment. See “Risk Factors.”
Our Lines of Business
We intend to commercialize the licensed platform through the Intelligent Crop Systems. See “Our License with AgEYE Technologies, Inc.” and “Risk Factors — Risks Related to Our License with AgEYE Technologies, Inc.”
Intelligent Crop Systems (Hardware and Integrated Software)
Our Intelligent Crop Systems line of business consists of the license of software-as-a-service deployments to commercial growers. A typical Intelligent Crop Systems deployment may include integration with some combination of proprietary sensor systems, racking and growing infrastructure, lighting and climate-control integrations, robotic-automation modules and the on-site computing required to operate the platform. The scope and configuration of each deployment varies by agricultural segment and crop type. Intelligent Crop Systems are typically sold pursuant to a Digital Cultivation Subscription that provides the ongoing software, model and support services required to operate the deployed system.
Pricing for the Intelligent Crop Systems line is intended to (i) capture the up-front capital-equipment value of a customer's facility or field deployment, (ii) establish the hardware footprint required for the platform's closed-loop monitoring and automation functions and (iii) create the on-platform installed base from which Digital Cultivation Subscription revenue is derived. Pricing is determined on a per-deployment basis. Revenue is expected to be recognized in a manner consistent with applicable revenue-recognition guidance for hardware and integrated-deployment arrangements; see “Management's Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates.”
Current Commercial Status
We are an early-commercial-stage company. The platform we license from AgEYE has been deployed in initial customer environments, principally within controlled-environment agriculture, and AgEYE has generated revenue from prior periods under each of the licensed technology. We have entered into the AgEYE License to enable the Company to commercialize the platform under our own contractual relationships going forward.
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Our ability to generate revenue from any AgEYE customer relationship, pipeline opportunity, letter of intent or memorandum of understanding depends on (i) the terms of the AgEYE License, (ii) the assignment, novation or replication of the relevant agreement to or for the Company, (iii) the willingness of the relevant customer to contract with the Company and (iv) our ability to deliver under the relevant agreement. Letters of intent and memoranda of understanding are generally non-binding and may not result in definitive agreements or revenue. We do not, at this stage of the registration process, disclose specific customer names, specific signed letters of intent or memoranda of understanding, or specific pipeline figures. Disclosure regarding specific commercial arrangements will be added in subsequent amendments to this registration statement as such arrangements are entered into by the Company and are supported by executed documentation. See “Risk Factors.”
Our Growth Strategy
Our growth strategy is built on five pillars, each subject to financing availability, customer acceptance, execution risk and the continued effectiveness of the AgEYE License. The strategy is structured to deploy the platform broadly across agriculture over time, with controlled-environment agriculture serving as the initial wedge. The strategy reflects management's current intent and is subject to change. See “Risk Factors.”
• Establish reference deployments in CEA as our beachhead. Concentrate initial commercialization in commercial-scale controlled-environment growers, where the platform's closed-loop architecture can be demonstrated against measurable yield, labor and unit-economic outcomes. Use those reference deployments to build the operational track record and customer references that support disciplined expansion across the broader agricultural market.
• Selective international expansion. Pursue targeted business-development activity in the Gulf Cooperation Council region and other jurisdictions where food-security policy and customer demand support our offering, in compliance with applicable export controls, sanctions and the Foreign Corrupt Practices Act of 1977, as amended.
• Phased expansion across agricultural segments as we evaluate extension of the platform from our CEA beachhead into commercial greenhouse operations.
Technology and Intellectual Property
The licensed AgEYE platform is composed of a principal technology layers which underlies our line of business and is designed to support deployment across agricultural segments.
• Software layer. A scalable platform delivering monitoring, predictive analytics, decision support, recommendation generation and automated control, supported by ongoing engineering performed by personnel based in Raleigh, North Carolina and Bangalore, India. The software architecture is designed to be model- and crop-agnostic, with new crop-specific and segment-specific models added incrementally.
Our rights to use the underlying technology are governed by the AgEYE License. AgEYE maintains an intellectual-property portfolio that includes multiple issued and pending patents covering AI-driven optimization, robotic automation and sensor-based analytics for agricultural applications. We rely on a combination of patents, trade-secret protection, copyrights, trademarks and contractual restrictions — exercised through and in coordination with AgEYE — to protect the proprietary aspects of the platform we deploy. Our products incorporate certain third-party and open-source software components, the use of which we manage under documented engineering policies. See “Risk Factors — Risks Related to Intellectual Property
Our License with AgEYE Technologies, Inc.
Our operating business is conducted under the AgEYE License. The following summary describes the principal terms of the AgEYE License and is qualified in its entirety by reference to the form of agreement filed as an exhibit to the registration statement of which this prospectus forms a part.
• Parties and date. Software License Agreement between AgEYE Technologies, Inc. (Licensor) and YouneeqAI Technical Services, Inc. (Licensee), effective January 14, 2026.
• Scope of license. AgEYE grants us the right to use the licensed software and related technology for the purpose of integrating, deploying, marketing and commercializing products and services that incorporate the licensed technology — including, without limitation, products and services we market as Digital Cultivation Subscription — in the field of AI-enabled analytics, automation and software solutions for the agriculture industry, including controlled-environment agriculture, indoor farming, greenhouse operations, open-field crop production and related agricultural applications.
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• Exclusivity. Exclusive within the licensed field of use.
• Term. The agreement commenced on January 14, 2026 and continues unless and until terminated under its terms. The underlying license is described as perpetual, but remains revocable and subject to the termination provisions. There are no stated renewal periods or renewal options.
• Royalty / fees. YQAI issued AGEYE 2,500,000 common shares as an advance royalty payment covering the initial six-month period. Beginning six months after the effective date, YQAI must pay AGEYE a royalty equal to 1% of Net Sales attributable to commercialization of the licensed software. Royalties are reported and paid quarterly within 30 days after each calendar quarter.
• Ownership of improvements. AGEYE retains ownership of the licensed software and its underlying intellectual property. Modifications, configurations, customizations and derivative works created by or for YQAI are treated as part of the licensed software and remain subject to AGEYE’s ownership of the underlying intellectual property. YQAI retains ownership only of independently developed materials that do not incorporate or derive from AGEYE intellectual property.
• Termination triggers. Either party may terminate for an uncured material breach following 30 days’ written notice, or immediately for specified insolvency events. The agreement may also be terminated at any time by mutual written agreement.
If the AgEYE License were terminated for any reason, the Company would have no operating business unless and until it identified and acquired or licensed replacement technology. See “Risk Factors — Risks Related to Our License with AgEYE Technologies, Inc.”
Related-party considerations. Our Chief Executive Officer, Nicholas Genty, is also the Chief Executive Officer and a co-founder of AgEYE. Our Chairman of the Board, Christopher Rowlison, serves on the Board of Directors of AgEYE and provides services to AgEYE. The Board has adopted governance processes to manage the resulting conflicts of interest, including independent-director approval of material related-party transactions. See “Certain Relationships and Related Transactions” and “Risk Factors.”
Competition
We compete in markets that include large incumbents, well-funded growth-stage companies and a number of focused point-solution providers across the agricultural-technology landscape. Many of our competitors are substantially larger, better capitalized and have longer operating histories than we do. The competitive landscape differs across our three lines of business and across agricultural segments:
We believe the principal points of differentiation for our offering are: (i) the integration of monitoring, prediction, recommendation and automation in a single, closed-loop architecture; (ii) the AI-driven approach to per-unit economic optimization across multiple operational variables simultaneously; and (iii) a modular software architecture that allows the same platform to scale across facility sizes, crop types and agricultural segments; and (iv) the ability to engage customers through three complementary lines of business that share a common technology base. We can give no assurance that these differentiators will translate into market share or revenue. See “Risk Factors.”
We believe our top five competitors are as follows:
1. iUNU (https://iunu.com/)
2. AmplifiedAg (https://amplifiedaginc.com/software/)
3. Redbud Software (https://redbudsaas.com/)
4. SAP (https://www.sap.com/industries/agribusiness.html)
5. CropWise (https://www.cropwise.com/us/)
Government Regulation
Our business is subject to a range of U.S. federal, state and foreign laws and regulations, principally addressing securities, hardware, agricultural operations, food safety, data privacy, AI, export controls and the environment.
• Securities regulation. As a registrant under the Securities Act of 1933, as amended (the “Securities Act”) and a reporting company subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are subject to ongoing disclosure, reporting and corporate-governance obligations administered by the U.S. Securities and Exchange Commission (the “SEC”) and, following any Nasdaq listing, the listing standards of The Nasdaq Stock Market LLC.
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• Wireless and connected hardware. Our software connects to, and may control, IoT, sensor and robotics hardware, and is subject to applicable Federal Communications Commission and equivalent international regulations governing wireless devices and electromagnetic emissions, as well as electrical-safety and product-certification standards in jurisdictions where deployed.
• Agricultural and food-safety regulation. Customer facilities and field operations are subject to U.S. Department of Agriculture, Food and Drug Administration and state-level agricultural and food-safety regulations. Our line of business may bring us into more direct contact with food-safety and produce-handling regulation, including the Food Safety Modernization Act and applicable state-level requirements, in our capacity as a technology vendor of the relevant growing operation. Our Digital Cultivation Subscription business line does not, in itself, make us the regulated grower, but our products and services must support our customers' compliance with applicable regulations across agricultural segments.
• Data privacy and security. Our software platform collects, processes and stores operational data on behalf of our customers. We are or will be subject to U.S. state privacy regimes (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and similar laws in other states), the EU General Data Protection Regulation in respect of any European customers and personnel, and a growing set of sector-specific privacy and cybersecurity requirements.
• Artificial-intelligence regulation. Use, marketing and export of AI systems are subject to a rapidly evolving regulatory landscape, including the EU Artificial Intelligence Act (which applies on a phased basis through 2027), U.S. federal AI policy guidance and a growing patchwork of U.S. state AI laws. These regimes are new and their full application to agricultural-automation systems is still developing.
• Export controls and sanctions. Our AI software, sensor technology and certain hardware we integrate with may be subject to U.S. export-control regulations administered by the U.S. Department of Commerce (Bureau of Industry and Security) and the U.S. Department of the Treasury (Office of Foreign Assets Control). International business-development activities, including in the Gulf Cooperation Council region, are conducted in compliance with the Foreign Corrupt Practices Act of 1977, as amended, and applicable economic-sanctions regimes.
• Environmental. Our own operations do not involve material environmental compliance obligations. Customers operating large-scale agricultural facilities may be subject to local environmental requirements regarding energy use, water use and waste disposal.
Human Capital and Operations
The Company conducts its operations principally through a combination of senior executives engaged under service agreements, technical and operational personnel made available under the AgEYE License relationship, and external advisors. As of the date of this prospectus, the technical and operational team supporting the platform consists of approximately twenty-two (22) personnel based in Raleigh, North Carolina and Bangalore, India, expected to ramp on a phased basis to approximately forty-eight (48) personnel during the first twelve months following the closing of this offering. The cost-allocation and contractual arrangements pursuant to which these personnel support the Company's business are described under “Certain Relationships and Related Transactions.”
Our Chairman of the Board, Christopher Rowlison, devotes approximately fifteen (15) hours per week to the Company. Our Chief Executive Officer, Nicholas Genty, devotes approximately twenty-five (25) hours per week to the Company. Our Chief Financial Officer, David Edmunds, devotes approximately thirty (30) hours per week. Each of Mr. Rowlison and Mr. Genty also serves AgEYE Technologies, Inc., the licensor of the platform underlying our operating business; the policies the Board has adopted to manage the resulting conflicts of interest are described under “Management” and “Certain Relationships and Related Transactions.”
One-Year Budget
The following budget assumes revenue and the achievement of $6,000,000.00 in funding through loans or investment, none of which is committed at this time.
• Continued development and enhancement of the licensed AI software platform, including expanded engineering capacity in Raleigh, North Carolina and Bangalore, India, and incremental segment-specific engineering required to extend the platform across agricultural segments - $1,050,000.
• Sales, marketing and business-development initiatives, including in the Gulf Cooperation Council region - $1,650,000.
• Protection and expansion of the intellectual-property portfolio supporting the platform, in coordination with AgEYE under the AgEYE License -$750,000.
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• General working capital and operating expenses, including senior personnel, infrastructure and the incremental costs of operating as a public reporting company - $2,550,000.
Management retains broad discretion in the application of its capital. The amounts and timing of actual expenditure will depend on operating results, customer adoption, market conditions and strategic opportunities. See “Use of Proceeds” for the detailed allocation and “Risk Factors — We have broad discretion in the use of our cash and may not use them effectively.”
Office Address
Our executive offices are located at 3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604 and the telephone number is (919) 434-9277. We maintain a website at www.youneeqai.com, and such website is not incorporated into or a part of this filing.
Corporate Organization Chart
Below is an overview of YouneeqAI Technical Services, Inc. corporate structure.
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YOUNEEQAI TECHNICAL SERVICES, INC. (a Nevada corporation)
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| No Subsidiaries | |||||
If we are unable to generate enough revenue to cover our operational costs beginning the fourth quarter of 2026, we will need to seek additional sources of funds. Currently, we have no committed source for any funds as of date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.
The independent registered public accounting firm’s report on our financial statements as of December 31, 2025, includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.
Liquidity and Capital Resource Needs & Plan of Operations
The Company currently has $30,716 in cash as of March 31, 2026, for operations. Its capital resource is its common and preferred stock. As disclosed in the balance sheet, the Company has accumulated losses at the reporting period and limited cash resources. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations.
In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company is actively seeking financing to fully execute the next phase of the Company’s growth initiatives. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy minimum cash requirements for the next twelve months with either equity financing, convertible debenture or, if needed, loans from shareholders.
INDUSTRY ANALYSIS AND HISTORY
Barriers to Entry in the Software Industry
There is one major barrier to entry into the Software Industry which is capital. We have very limited capital with which to compete in this industry. Many other competitors have been in the business for many years and have very large capital resources and an established reputation. Our barriers to entry are, in addition to lack of capital, lack of reputation, lack of recognition, part-time management, lack of financial history to raise money, and lack of equity in our Company upon which to base a capital raise.
Competitive Factors Impacting Our Ability to Gain Market Share
Our competition enjoys advantages which may prevent us from achieving a market share due to our competitors’ known reputations, competent management, and capital resources all of which will impede our abilities to achieve market share.
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Competitive Factors in the Industry
Digital Cultivation Subscription competes on the merits of the software, model and analytics layers of the licensed AgEYE platform rather than on hardware. Its competitive set is the set described under “Competition” above — iUNU, AmplifiedAg, Redbud Software, SAP and CropWise — together with the incumbent practice of operating a growing facility using spreadsheets, environmental-control-system dashboards and grower experience. In management’s view, that incumbent practice, rather than any single named vendor, is the most common alternative to a Digital Cultivation Subscription today.
Based on management’s experience in controlled-environment agriculture, we believe that purchasing decisions for cultivation software of this type turn principally on the following factors:
| · | Demonstrated economic outcome. Whether the subscription produces measurable improvement in yield, cycle time, resource consumption or cost per unit of output, evidenced by operating data from comparable facilities and crops. Growers operate on narrow margins and generally require evidence of return before committing to recurring software spend. |
| · | Breadth of the closed loop. Whether the platform spans monitoring, prediction, recommendation and automation within a single architecture, or addresses only one of those functions. Competing offerings frequently address environmental monitoring, crop planning, task management or compliance recordkeeping as discrete point solutions, requiring the grower to integrate several vendors. |
| · | Integration with installed equipment. Whether the platform connects to the sensors, environmental controls, irrigation and fertigation systems, lighting and racking already installed in a customer’s facility. Growing facilities are heterogeneous, and integration cost and time are, in our experience, a principal determinant of whether a subscription is adopted. |
| · | Crop and facility coverage. Whether the underlying models support the customer’s crop mix and facility configuration, and how quickly additional crops or configurations can be added. Model coverage is developed incrementally, and gaps in coverage limit the addressable customer base. |
| · | Data ownership, security and portability. Whether the customer retains rights in its operating data, how that data is secured and whether it can be exported. Operating data is competitively sensitive to growers, and the contractual terms governing it are increasingly negotiated. |
| · | Total cost of ownership and contract structure. The relationship among subscription fees, implementation and integration cost, contract term and the customer’s expected payback period. |
| · | Vendor scale, capitalization and operating history. The customer’s assessment of whether a vendor will remain in business over the life of the subscription and will continue to fund model development, integration work and support. |
We believe the Digital Cultivation Subscription’s principal points of differentiation with respect to these factors are consistent with those described under “Competition” above: (i) the integration of monitoring, prediction, recommendation and automation in a single, closed-loop architecture; (ii) an AI-driven approach to per-unit economic optimization across multiple operating variables simultaneously; and (iii) a modular software architecture that allows the same subscription to scale across facility sizes and crop types.
Several of the factors described above are adverse to us. There are numerous entities, including large enterprise-software providers, well-funded agricultural-technology companies and private investors, that compete or intend to compete for the same customers we intend to serve. Many of these competitors have substantially greater financial, technical, sales and marketing resources, longer operating histories, established reputations and larger installed bases than we do. We have no operating history under the AgEYE License, have generated no revenue under it and depend on a license from a related party for the platform on which the Digital Cultivation Subscription is delivered. We will be at a significant disadvantage to many of these competitors for the foreseeable future, and all of our competitors should be considered to be far better capitalized than we are. We can give no assurance that customers will weigh these competitive factors as we expect, that we will compete successfully with respect to any of them, or that any differentiation we believe we possess will result in subscriptions, revenue or market share. See “Risk Factors.”
Registrant’s Competitive Position in the Industry
Registrant is an insignificant participant in the software industry and cannot be expected to obtain a market share even discernable percentage wise. Without a large infusion of capital, it will remain a very small participant in the industry.
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Historical Track Records
Our Company has no historical track record and we should be deemed a pure start-up of earning or operating with all of the risks of an unproven Company (see “Risk Factors”).
LICENSES
Our License with AgEYE Technologies, Inc.
Our operating business is conducted under the AgEYE License. The following summary describes the principal terms of the AgEYE License and is qualified in its entirety by reference to the form of agreement filed as an exhibit to the registration statement of which this prospectus forms a part.
• Parties and date. Software License Agreement between AgEYE Technologies, Inc. (Licensor) and YouneeqAI Technical Services, Inc. (Licensee), effective January 14, 2026.
• Scope of license. AgEYE grants us the right to use the licensed software and related technology for the purpose of integrating, deploying, marketing and commercializing products and services that incorporate the licensed technology — including, without limitation, products and services we market as Digital Cultivation Subscription — in the field of AI-enabled analytics, automation and software solutions for the agriculture industry, including controlled-environment agriculture, indoor farming, greenhouse operations, open-field crop production and related agricultural applications.
• Exclusivity. Exclusive within the licensed field of use.
• Term. The agreement commenced on January 14, 2026 and continues unless and until terminated under its terms. The underlying license is described as perpetual, but remains revocable and subject to the termination provisions. There are no stated renewal periods or renewal options.
• Royalty / fees. YQAI issued AGEYE 2,500,000 common shares as an advance royalty payment covering the initial six-month period. Beginning six months after the effective date, YQAI must pay AGEYE a royalty equal to 1% of Net Sales attributable to commercialization of the licensed software. Royalties are reported and paid quarterly within 30 days after each calendar quarter.
• Ownership of improvements. AGEYE retains ownership of the licensed software and its underlying intellectual property. Modifications, configurations, customizations and derivative works created by or for YQAI are treated as part of the licensed software and remain subject to AGEYE’s ownership of the underlying intellectual property. YQAI retains ownership only of independently developed materials that do not incorporate or derive from AGEYE intellectual property.
• Termination triggers. Either party may terminate for an uncured material breach following 30 days’ written notice, or immediately for specified insolvency events. The agreement may also be terminated at any time by mutual written agreement.
If the AgEYE License were terminated for any reason, the Company would have no operating business unless and until it identified and acquired or licensed replacement technology. See “Risk Factors — Risks Related to Our License with AgEYE Technologies, Inc.”
Related-party considerations. Our Chief Executive Officer, Nicholas Genty, is also the Chief Executive Officer and a co-founder of AgEYE. Our Chairman of the Board, Christopher Rowlison, serves on the Board of Directors of AgEYE and provides services to AgEYE. The Board has adopted governance processes to manage the resulting conflicts of interest, including independent-director approval of material related-party transactions. See “Certain Relationships and Related Transactions” and “Risk Factors.”
TITLE TO PROPERTIES
None.
BACKLOG OF ORDERS
We currently have no backlogs of orders for sales, at this time.
GOVERNMENT CONTRACTS
We have no government contracts.
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COMPANY SPONSORED RESEARCH AND DEVELOPMENT
We are not conducting any research.
NUMBER OF PERSONS EMPLOYED
We have no employees at this time. While Mr. Genty and Mr. Rowlison each devote approximately 15-25 hours per week to the Company’s business, the Company has no employees. Mr. Genty is simultaneously employed by AgEYE Technologies, Inc. and devotes up to 45 hours per week in total between the two companies. Mr. Rowlison is simultaneously a Board member of AgEYE Technologies, Inc. and devotes up to 45 hours per week in total between the two companies. They intend to transition to a full-time employee of the Company after sufficient funding is in place.
As of July 1, 2026 and April 15, 2024, we have General Service Agreements (“GSA”) with our Chairman of the Board, Christopher Rowlison, Chief Executive Officer, Nicholas Genty, and Chief Financial Officer, David Edmunds, respectively, as listed under Item 11 below. As of March 1, 2024, we have an employment/service agreement with our director, James D. Romano through Calderan Ventures, Ltd. for the role of Strategic Advisor to the Board. This Agreement expires on February 28, 2027.
Our directors and officers work up to 30 hours per week on company business.
WEBSITE
Our corporate website address is www.youneeqai.com.
DESCRIPTION OF PROPERTIES/ASSETS
| (a) | Real Estate. | None. |
| (b) | Title to properties. | None. |
| (c) | Patents, Trade Names, Trademarks and Copyrights | See below. |
Our executive offices are located in Raleigh, North Carolina. We do not own any real property.
Patents, trade names, trademarks and copyrights
We may have no patents, trade names, trademarks, copyrights and other intellectual property. Our services often use the intellectual property of others, including licensed software. We may also occasionally license our intellectual property, if any, to others as we deem appropriate.
We may periodically receive offers from third parties to purchase or obtain licenses or rights agreements for intellectual property in exchange for royalties or other payments. We also periodically receive notices, or may be named in lawsuits, alleging that our products or services infringe on patents or other intellectual property rights of third parties. In certain instances, these matters can potentially adversely impact our operations, operating results or financial position. For additional information, see “Risk Factors”.
LEGAL PROCEEDINGS
In March 2026, the Company received correspondence from the British Columbia Securities Commission (the "BCSC") indicating that the Company is considered an OTC reporting issuer in British Columbia under Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets, and is therefore required to comply with applicable Canadian continuous disclosure filing requirements, including the filing of certain annual and interim financial statements, management's discussion and analysis, annual information forms, insider reports, and personal information forms for certain directors, officers, and insiders.
The Company has engaged Canadian legal counsel and is working with the BCSC to address the matter. In May 2026, the Company and certain officers and directors executed undertakings agreeing, among other things, not to trade or purchase securities of the Company in or from British Columbia, and not to authorize or permit a distribution of the Company's securities in British Columbia, until the Company's Form S-1 or Form S-1/A is declared effective by the SEC and the BCSC confirms that the Company has made the required filings to its satisfaction.
The BCSC has deferred enforcement action to allow the Company time to complete its filing process. As of the date of these financial statements, no cease trade order has been issued, and management is not aware of any other enforcement action pending or contemplated by the BCSC. However, if the Company fails to satisfy its outstanding filing obligations by the applicable deadline, the BCSC could issue a cease trade order prohibiting trading in the Company's securities in British Columbia.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying condensed financial statements, as of March 31, 2026, we had an accumulated deficit totaling $43,583,364. This raises substantial doubts about our ability to continue as a going concern.
PLAN OF OPERATIONS
Our plan of operations for the next 12 months is as follows:
The AgEYE product is market-ready for sales and deployment and the Company is poised to implement its sales and marketing strategy. Based on the current market demand and awareness for AI-based technology, we anticipate that our sales strategy will successfully establish our customer base. The Company plans to seek sources for $6 million based upon a proposed budget for expanded operations as soon as this Registration Statement is effective. If an investment of $6 million is achieved, management believes the Company will be able to implement the budgeted plan of operations disclosed below for at least twelve months. If we are unable to obtain such funding or are unable to fully fund our plans as disclosed, the Company may be forced to change its business plan or may cease to operate entirely. We have no sources or commitments for any funding. During the period January 1, 2026 to the date of this filing, the Company achieved approximately $210,425 to fund its continuation and new AgEYE license implementation in 2026.
Management retains discretion to allocate proceeds as appropriate based on operational requirements, market conditions, and strategic opportunities.
We have no commitments for any financing currently, and our timing for any attempt at such placements is projected to be in spring and summer of 2026. We have not found a source for any additional private placement funding for the Company.
Pricing Schedule Design:
Enterprise software model: a one-time deployment fee plus a recurring monthly subscription. Software is licensed independently of hardware. The recurring fee scales with production canopy under management, not user count.
1. DEPLOYMENT FEE — ONE-TIME, INVOICED AT SIGNATURE
| Tier | Facility profile | Fee |
| Essentials | Single site, single zone class, up to 10,000 sq ft canopy | $12,500 |
| Professional | Single site, multi-zone, 10,000–50,000 sq ft canopy | $35,000 |
| Enterprise | Multi-site or more than 50,000 sq ft canopy | $75,000 + $18,000 per added site |
Covers discovery, equipment and sensor integration, data migration, recipe library, training, and go-live. Target band 0.4×–0.8× first-year platform ACV; non-standard scope at $185/hour.
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2. PLATFORM SUBSCRIPTION — MONTHLY, BILLED ANNUALLY IN ADVANCE
Monthly fee = tier base + (overage rate × billable canopy above allowance)
| Tier | Base / month | Canopy allowance | Overage rate |
| Essentials | $1,250 | 10,000 sq ft | $55 per 1,000 sq ft |
| Professional | $3,500 | 30,000 sq ft | $45 per 1,000 sq ft |
| Enterprise | $7,500 floor | 60,000 sq ft | $35 per 1,000 sq ft; $25 above 200,000 sq ft |
Essentials: batch tracking, environmental capture, yield. Professional adds inventory, multi-zone recipes, read/write API. Enterprise adds multi-site roll-up, SSO, data lake replication.
3. MODULE ADD-ONS — MONTHLY, PER SITE (+$4,500 ACTIVATION IF ATTACHED AFTER GO-LIVE)
| Module | Rate | Condition |
| CultivAid AI Advisory | 30% of platform fee, $1,200 floor | Requires 90 days of platform data |
| ARIS Imaging | $650 per imaging unit | Includes inference compute and model refresh |
| HYVE Control License | $250 per zone controller | Waived on AGEYE hardware under warranty |
| Compliance & Traceability | $400 | Regulated-market chain of custody |
| BI & Data Egress | $500 | Includes 500 GB per month |
4. SUPPORT
Standard — included, next business day, 8×5. Priority — 12% of ACV, 4-hour response, 12×5. Mission Critical — 20% of ACV, 1-hour response, 24×7, named success manager.
5. COMMERCIAL TERMS
| Provision | Standard position |
| Term & renewal | 36 months default (12-month minimum); auto-renews 12 months at list, 90-day notice. |
| Payment | Annual in advance. Quarterly +4%, monthly +8%. Prepay: full-term 12% off, two-year 7%. |
| Escalation | 4% annually on platform and module fees. |
| Ramp & true-up | 50% of platform fee to go-live (90-day cap). Canopy trued up annually, no mid-term decrease. |
Our pricing model does not ensure profitability until and unless we achieve a much greater volume of customers/users of which there is no assurance.
As reported elsewhere in this registration statement and the financial statements, the proposed business generated from the License for software acquired from AgEYE. has not yet realized any revenue to date. While there is no guarantee that the Company will be able to find financing to commercialize the license, management believes that once it secures financing, it will be able to quickly implement the sales and marketing plan and commence sales its license technology. The Company intends to secure financing for its operations by the third quarter of 2026 and to implement our plans.
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BUDGET
| Q1 | Q2 | Q3 | Q4 | Total | % of Budget | |||||||||||||||||||
| Months | Months 1-3 | Months 4-6 | Months 7-9 | Months 10-12 | ||||||||||||||||||||
| R&D / Product Development | ||||||||||||||||||||||||
| Software Engineering & AI/ML Development | $ | 175,000 | $ | 200,000 | $ | 210,000 | $ | 225,000 | $ | 810,000 | 13.5 | % | ||||||||||||
| Cloud Infrastructure & Hosting | $ | 40,000 | $ | 50,000 | $ | 65,000 | $ | 85,000 | $ | 240,000 | 4.0 | % | ||||||||||||
| Subtotal — R&D | $ | 215,000 | $ | 250,000 | $ | 275,000 | $ | 310,000 | $ | 1,050,000 | 17.5 | % | ||||||||||||
| Sales & Marketing | ||||||||||||||||||||||||
| Customer Acquisition & Business Development | $ | 190,000 | $ | 270,000 | $ | 280,000 | $ | 310,000 | $ | 1,050,000 | 17.5 | % | ||||||||||||
| Brand Development & Digital Marketing | $ | 50,000 | $ | 65,000 | $ | 80,000 | $ | 105,000 | $ | 300,000 | 5.0 | % | ||||||||||||
| Trade Shows, Conferences & Travel | $ | 45,000 | $ | 60,000 | $ | 75,000 | $ | 120,000 | $ | 300,000 | 5.0 | % | ||||||||||||
| Subtotal — Sales & Marketing | $ | 285,000 | $ | 395,000 | $ | 435,000 | $ | 535,000 | $ | 1,650,000 | 27.5 | % | ||||||||||||
| General & Administrative | ||||||||||||||||||||||||
| Legal, Accounting & SEC Compliance | $ | 175,000 | $ | 90,000 | $ | 75,000 | $ | 75,000 | $ | 415,000 | 6.9 | % | ||||||||||||
| Insurance (D&O, E&O, General Liability) | $ | 52,500 | $ | 52,500 | $ | 52,500 | $ | 52,500 | $ | 210,000 | 3.5 | % | ||||||||||||
| Office, Facilities & Rent | $ | 67,500 | $ | 67,500 | $ | 67,500 | $ | 67,500 | $ | 270,000 | 4.5 | % | ||||||||||||
| Payroll, Benefits & HR | $ | 270,000 | $ | 285,000 | $ | 300,000 | $ | 350,000 | $ | 1,205,000 | 20.1 | % | ||||||||||||
| Subtotal — G&A | $ | 565,000 | $ | 495,000 | $ | 495,000 | $ | 545,000 | $ | 2,100,000 | 35.0 | % | ||||||||||||
| Working Capital & General Corporate Purposes | $ | 270,000 | $ | 330,000 | $ | 330,000 | $ | 270,000 | $ | 1,200,000 | 20.0 | % | ||||||||||||
| TOTAL | $ | 1,335,000 | $ | 1,470,000 | $ | 1,535,000 | $ | 1,660,000 | $ | 6,000,000 | 100.0 | % | ||||||||||||
Although the items set forth above indicate management’s present estimate of our liquidity and capital resource needs, we may have different needs or utilize corporate liquidity and capital resources for other corporate purposes. Our actual use of liquidity and capital resources may vary from these estimates because of a number of factors, including whether we are successful in completing future acquisitions, whether we obtain additional funding, what other obligations have been incurred by us, the operating results of our initial acquisition activities, and whether we are able to operate profitably. If our need for liquidity and capital resources increases, we may seek additional funds through any financing opportunity available to us. There are no current commitments for any such financing opportunity, and there can be no assurance that these funds may be obtained in the future if the need arises.
RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
During the three months ended March 31, 2026, and 2025, respectively, we did not recognize any revenues from our activities.
Net loss for the three months ended March 31, 2026 was $94,623 compared to a net loss of $134,224 for the three months ended March 31, 2025; a decrease of $39,601.
During the three months ended March 31, 2026, we recognized $55,020 in operating expenses compared to $108,076 for the three months ended March 31, 2025. The decrease of $53,056 results primarily from a decrease in fees for professional services of $42,022 from $42,255 during the three months ended March 31, 2025, to $233 during the three months ended March 31, 2026, as a result of a reduction in audit and accounting expenses during the three months ended March 31, 2026. General and
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administrative expenses amounted to $2,970 during the three months ended March 31, 2026 as compared with $9,821 during the three months ended March 31, 2025, a reduction of $6,851.
During the three months ended March 31, 2026, we expensed debt discount of $61,604 and recorded a gain in the change in fair value of derivative liability of $32,056 in connection with a convertible promissory note issued during the year ended December 31, 2025. We did not incur expenses or gains in these categories during the three months ended March 31, 2025.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 2026, we used cash flows from operational activities of $72,580 based upon a net loss of $94,623 which was adjusted for the non-cash items of $61,604 in amortization of debt discount, a gain in the fair value of derivative liability of $32,056, stock compensation expense of $10,400, and non-cash items in interest expense of $10,055. Changes in working capital accounts consumed $27,960.
During the three months ended March 31, 2025, we used cash flows from operational activities of $6,085, based upon a net loss of $134,224 which was adjusted for non-cash items in interest expense of $26,148. Changes in working capital accounts contributed $101,991.
During the three months ended March 31, 2026, and 2025, respectively, we had no investing activities.
During the three months ended March 31, 2026, we received $100,000 in advances from related parties, as compared to $2000 received from related parties during the three months ended March 31, 2025.
For the Year Ended December 31, 2025 compared to the Year Ended December 31, 2024
During the years ended December 31, 2025 and 2024, respectively, we did not recognize any revenues from our activities.
Net loss for the year ended December 31, 2025 was $698,644 compared to $8,367,464 net loss for the year ended December 31, 2024, a decrease of $7,668,820.
During the year ended December 31, 2025, we recognized $184,360 in general and administrative expenses compared to $7,585,918 for the year ended December 31, 2024. The decrease of $7,401,558 results primarily from a decrease in stock compensation expenses of $7,115,000 and a decrease in Stock option expense of $282,795. Fees for professional services decreased by $386,671 from $547,653 during the year ended December 31, 2024, to $160,982 during the year ended December 31, 2025, as a result of a reduction in audit and accounting expenses during the year ended December 31, 2025.
During the year ended December 31, 2025, we expensed debt discount of $26,806 and recorded a gain in the change in fair value of derivative liability of $19,235 in connection with a convertible promissory note issued during the year. We did not incur expenses in these categories during the year ended December 31, 2024.
During the year ended December 31, 2024, we recorded a loss of $114,753 in connection with the conversion of a line of credit convertible promissory note.
LIQUIDITY AND CAPITAL RESOURCES
During the year ended December 31, 2025, we used cash flows from operational activities of $116,453 based upon a net loss of $698,644 which was adjusted for the non-cash items of $179,830 in stock compensation expense, amortization of debt discount of $26,806 a gain in the fair value of derivative liability of $19,235 and non-cash items in interest expense of $50,732. Changes in working capital accounts contributed $344,058.
During the year ended December 31, 2024, we used cash flows from operational activities of $445,807 based upon a net loss of $8,367,464 which was adjusted for the non-cash items of $7,547,625 in stock compensation expense, amortization of debt discount of $3,907, loss on extinguishment of debt of $114,753 and non-cash items in interest expense of $11,620. Changes in working capital accounts contributed $243,736.
During the years ended December 31, 2025 and 2024, respectively, we had no investing activities.
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During the year ended December 31, 2025, we received $112,445 in proceeds from the issuance of a convertible promissory note. We received advances from related parties in the amount of $2,600 and repaid $600 to a related party, as compared to $150,000 received from related parties during the year ended December 31, 2024.
The Company did not receive the payment of the $348,000 on February 13, 2024 of funds owed by FNB Enterprises for the purchase of 3,000,000 shares of RC 365 Holdings. The Company agreed to further extend payment terms and agreed to accept a payment of $100,000 against the $348,000 receivable. In March 2024, two partial payments totaling $117,760 were received.
In order for us to continue as a going concern, we may need to obtain additional debt or equity financing. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Most of our existing financing arrangements are short-term.
CRITICAL ACCOUNTING ESTIMATES
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the company’s customers in an amount reflecting the consideration to which the company expects to be entitled. The Company determines revenue recognition through the following steps:
i. Identification of the contract, or contracts, with a customer
ii. Identification of the performance obligations in the contract
iii. Determination of the transaction price
iv. Allocation of the transaction price to the performance obligations in the contract
v. Recognition of revenue, when, or as, the company satisfies the performance obligations.
The Company applies ASC 606, Revenue from Contracts with Customers, to contracts that meet the criteria for recognition under that guidance. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive.
Cash and Cash Equivalents
The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States. The Company considers all highly liquid investments with a maturity date of less than 90 days or less to be cash equivalents. In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Company has not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significant risks in that regard.
Fair Value of Financial Instruments and Derivative Financial Instruments
The Company’s financial instruments include cash and cash equivalents and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximate their fair values.
The Company’s financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument’s fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).
The Company estimates fair values using prices from third parties or internal pricing methods. Fair value estimates received from third-party pricing services are based on reported trade activity and quoted market prices when available, and other market information that a market participant would use to estimate fair value.
The Company uses the fair value hierarchy to measure the fair value of its warrant liabilities and investments available for sale. The Company revalues its financial instruments at every reporting period. The Company recognizes gains or losses on the change in fair value of the derivative liabilities as “change in fair value of derivative liability” in the statements of operations.
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The valuation of the investments available for sale is based on the Black-Scholes valuation model using market rate assumptions.
Property and Equipment
Property and equipment are stated at initial cost. Major repairs and betterments are capitalized, and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets.
Furniture, Fixtures and Equipment - 5 to 7 years
Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.
At December 31, 2025 and December 31, 2024, the Company has total property and equipment of $0.
Federal Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740.10.05 “Accounting for Income Taxes” as of its inception. Pursuant to ASC740.10.05, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years.
The U.S. Tax Act known as Tax Cuts and Jobs Act (the “2018 Act”) effective on January 1, 2017and effective beginning on January 1, 2018 may have changed the consequences to U. S. shareholders that own, or are considered to own, as a result of the attribution rules, 10% or more of the voting power or value of a non-U. S. corporation (a “10% U.S. shareholder) under the U.S. Federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”). We did not believe any of our shareholders, or our subsidiaries were CFCs, and there will be no such impact on the Company for the year ended December 31, 2025, or subsequent years.
Earnings Per Share
Earnings per share is provided in accordance with FASB ASC 260-10, “Earnings per Share”. Basic earnings per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.
Dividends
The Company did not adopt any policy regarding payment of dividends. No dividends were paid during the years ended December 31, 2025 and 2024.
Stock-Based Compensation
ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards, after the grant date, must be recognized.
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Directors and Executive Officers
The following table sets forth information regarding our directors and executive officers as of the date of this prospectus. Officers serve at the discretion of our Board of Directors, subject to the terms of any applicable service agreement. Directors are elected at each annual meeting of stockholders to serve until the next annual meeting and until their successors are duly elected and qualified.
| Name | Position | Age | Position held since | Approx. hrs/wk | ||||||||
| Christopher Rowlison | Chairman of the Board | 56 | June 1, 2026 | 15 | ||||||||
| Nicholas Genty | Chief Executive Officer and Director | 43 | June 1, 2026 and January 14, 2026 | 25 | ||||||||
| David Edmunds | Chief Financial Officer | 68 | April 15, 2024 | 30 | ||||||||
| Peter Field | Director (Independent) | 57 | January 14, 2026 | 10–15 | ||||||||
| Jason A. Grant | Director (Independent) | 29 | May 19, 2025 | 3–5 | ||||||||
| James D. Romano | Director (Independent) | 68 | February 11, 2022 | 30 | ||||||||
Biographical Information
Christopher Rowlison — Chairman of the Board
Mr. Rowlison was appointed as a Director of the Company on January 14, 2026, served as Interim Chief Executive Officer from February 13, 2026 to June 1, 2026, and was appointed Chairman of the Board on June 1, 2026. As Chairman, Mr. Rowlison leads the Board, works closely with the Chief Executive Officer on corporate strategy, capital-markets activity, governance and investor relations, and is expected to devote approximately fifteen (15) hours per week to the Company's affairs. He is a member of the Board of Directors of AgEYE Technologies, Inc. since January 2025. Mr. Rowlison has served as Chief Executive Officer of Tavezio (since April 2026). Mr. Rowlison served as Chief Executive Officer of GenWare (2022-2026), and he previously served as a director of MCX Technologies of Vancouver, British Columbia from November 2020, and as Interim Chief Executive Officer of MCX from July 2021 to October 2022. Mr. Rowlison holds a Bachelor of Arts in Business Administration from Northwood University.
Nicholas Genty — Chief Executive Officer and Director
Mr. Genty was appointed as a Director of the Company on January 14, 2026, served as President from February 13, 2026 to June 1, 2026, and was appointed Chief Executive Officer on June 1, 2026. Mr. Genty has served as Chief Executive Officer of AgEYE Technologies, Inc., the licensor of the platform underlying each of our three lines of business, since co-founding the company in 2018, and has more than twenty years of experience in technology leadership, product development and the commercialization of advanced software, artificial intelligence and IoT solutions. He has led go-to-market and execution for technology platforms across enterprise software and industrial/IoT applications. Prior to AgEYE, Mr. Genty served as Chief Executive Officer of Iconic Solutions and previously held business-development and product-leadership roles at rPath, a provider of cloud-based procurement solutions. Mr. Genty is a named inventor on multiple patents relating to AI applications in agriculture and is a two-time recipient of the “40 Under 40” award. Mr. Genty attended East Carolina University and received both a Bachelor of Science and a Master of Science.
David Edmunds — Chief Financial Officer
Mr. Edmunds was appointed Chief Financial Officer on April 15, 2024. He has been a Canadian Chartered Professional Accountant since 2004 and has more than twenty-five years of experience as a senior executive of both private and public companies in industries including high-tech manufacturing, software development and alternative energy. Mr. Edmunds holds a Bachelor of Commerce degree from the University of Cape Town (1981) and a Master of Business Administration from the University of the Witwatersrand, Johannesburg (1998).
Peter Field — Director
Mr. Field was appointed as a Director of the Company on January 14, 2026. He is an experienced entrepreneur and public-company director with more than three decades of experience building companies, leading boards, supporting capital formation, and establishing strong regulatory and governance systems. Mr. Field has served as Managing Partner of Anesta Investments, Inc. since 2020 and as President of Makarios Enterprises Ltd. since 2014. His experience spans multiple disciplines including advanced AI-enabled technologies, biotechnology and nutraceutical commercialization to name a few. He currently serves on the Boards of Directors of Advanced Wire Products (2017–present), TeamUp (2019–present), Mydecine Innovations Group Inc. (2025–present) and Clara Technologies Corp. (2025–present). Mr. Field holds a Bachelor of Business Administration from the University of Portland’s Pamplin School of Business. The Board has determined that Mr. Field is independent under Nasdaq Rule 5605(a)(2) and meets the additional independence standards applicable to audit-committee members under Rule 10A-3 of the Exchange Act and the Nasdaq listing rules.
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Jason A. Grant — Director
Mr. Grant was appointed to the Board of Directors of the Company on May 19, 2025. Mr. Grant is a Strategic Sourcing Manager at Oracle Cloud Infrastructure (OCI), where he leads strategic procurement initiatives supporting hyperscale data center infrastructure. Prior to joining Oracle, he served as a Senior Global Supply and Sourcing Manager at Apple Inc., leading global sourcing strategies across multiple product categories and supplier networks. Earlier in his career, Mr. Grant was a Business Analyst at Kearney, where he supported strategic consulting engagements involving corporate transactions, operational improvement, and financial analysis. Mr. Grant holds a Bachelor of Arts in Business Administration from Morehouse College. The Board has determined that Mr. Grant is independent under Nasdaq Rule 5605(a)(2) and meets the additional independence standards applicable to members of the Audit Committee and Compensation Committee.
James D. Romano - Director
Mr. Romano has been a Director of YouneeqAI Technical Services, Inc. since February 11, 2022. His career spans thirty years of successful strategic start-ups for small to medium-sized businesses in Canadian and US markets. He has provided corporate strategy, branding and structuring, and successfully raised initial capital in venture markets.
Mr. Romano's career has spanned several decades focusing on leading the process of positive change within private and public organizations so that they can become better at what they do. His expertise in delivering enhanced management outcomes encompasses exceptionally diverse operational environments. These range from fostering consensus within public/private partnerships for environmental recycling, proposing and enabling improved health care delivery, leading harmonious outcomes within relationally complex social/hospitality/art-industry management settings, mentoring entrepreneurism and delivering results in the natural resource sector, while applying corporate finance and investor communications across the board. From his voluntary involvements as President of the Recycling Council of British Columbia in the 1980's and his post as the Inaugural Foundation Chairperson at InspireHealth, an integrated cancer care facility, to assisting private and public entities in Canada and the US in mining, oil & gas and technology, Mr. Romano's contributions are numerous. For the past five years, Mr. Romano has served as a director of Securter Systems Inc., a private Canadian Company. He will provide YouneeqAI with the leadership required to bring this shared vision and experience to the entire organization. The Board has determined that Mr. Romano is independent under Nasdaq Rule 5605(a)(2) and meets the additional independence standards applicable to audit-committee members under Rule 10A-3 of the Exchange Act and the Nasdaq listing rules.
KEY EMPLOYEES
While Mr. Genty and Mr. Rowlison each devote approximately 15-25 hours per week to the Company’s business, the Company has no employees. Mr. Genty is simultaneously employed by AgEYE Technologies, Inc. and devotes up to 45 hours per week in total between the two companies. Mr. Rowlison is simultaneously a Board member of AgEYE Technologies, Inc. and devotes up to 45 hours per week in total between the two companies. The Company is dependent on the license for YouneeqAI provided by AgEYE Technologies, Inc. and so their efforts at both companies is vital to the success of the proposed business.
CONFLICTS OF INTEREST – GENERAL
There can be no assurance that management will resolve all conflicts of interest in favor of the Company.
Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporate opportunity, involved in participation with such other entities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of the Company. Insofar as the officers and directors are engaged in other business activities, officer-management anticipates it will devote up to approximately 15-25 hours per week to the Company’s affairs.
Mr. Rowlison is on the Board of Directors of AgEYE Technologies, Inc., the licensor to YouneeqAI. This may give rise to conflicts of interest including, among other things, time, efforts, and corporate opportunity. Mr. Rowlison currently devotes up to fifteen (15) hours of his time per week to the Company (licensee of AgEYE Technologies, Inc.). Another member of the Board of Directors and our CEO, Nicholas Genty, is also CEO of AgEYE Technologies, Inc. Should the license with AgEYE Technologies, Inc. terminate, Mr. Rowlison and Mr. Genty will likely leave their respective positions at the Company.
None of our Officers and Directors has any interest in any competitive business to ours or any service provider to our Company, other than in relation to the license agreement (See “Licenses” on page 40). The other businesses in which our officers and directors now participate have no relation to our business, do not compete with our business and do not supply services, materials, or technology to our business. We see the primary conflict as one of necessary time devoted to the
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Company business and internal controls and procedures for accounting for our quarterly and annual reports under Section 13(a) of the Securities Exchange Act of 1934, which must be filed timely under the section and quarterly reviews and annual audits by our auditors which require adequate record keeping.
CONFLICTS OF INTEREST – CORPORATE OPPORTUNITIES
Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes requires officers and directors of our Company to disclose business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to our Company to disclose to it any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another Company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.
The Company does not have a policy that the Company will not do business with any entity in which any officer or director serves as an officer or director or in which they or their family members own or hold a controlling ownership interest. Although the Board of Directors could elect to adopt this policy, the Board of Directors has no present intention of doing so.
Involvement in Certain Legal Proceedings
None of our directors or executive officers has, during the past ten years, been involved in any of the legal proceedings described in Item 401(f) of Regulation S-K.
Family Relationships
There are no family relationships amongst the officers and directors.
Director Attendance at Meetings
During the year ended December 31, 2025, our Board held 3 meetings and acted by written consent seven (7) times. We expect the Board to meet on a regular basis going forward, including not less than four (4) regular meetings per year. The Board encourages all directors to attend each annual meeting of stockholders.
Corporate Governance
Our business, property and affairs are managed by, or under the direction of, our Board, in accordance with Nevada Business Corporation Law and our by-laws. Members of the Board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management.
We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the Board believes are the appropriate corporate governance policies and practices for our Company. We have adopted changes and will continue to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act of 2002 and subsequent rule changes made by the SEC, and the listing rules of the NASDAQ Capital Market and any applicable securities exchange.
Director Independence
Our Board has determined that, of our current directors, James D. Romano, Peter Field and Jason A. Grant are independent under Nasdaq Rule 5605(a)(2). Christopher Rowlison is not independent in his Chairman role because of his service as a director of, and provider of services to, AgEYE Technologies, Inc., our sole technology licensor. Nicholas Genty is not independent because of his service as our Chief Executive Officer and as Chief Executive Officer of AgEYE. We have identified the need to recruit one or more additional independent directors and are actively engaged in that search. We intend to satisfy the Nasdaq majority-independent-board and independent-committee requirements within the applicable phase-in periods following any listing of our common stock on Nasdaq, in reliance on the phase-in provisions of Nasdaq Rule 5615(b)(1) where applicable.
Board Leadership Structure
Our Board has determined that separating the roles of Chairman of the Board and Chief Executive Officer is appropriate at this stage of the Company's development. Christopher Rowlison serves as Chairman of the Board and Nicholas Genty serves as Chief Executive Officer. The Chairman presides at all meetings of the Board and works actively with the Chief Executive Officer
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on corporate strategy, capital-markets activity, governance and investor relations. The Board has not designated a Lead Independent Director at this time because the Chairman is separate from the Chief Executive Officer and because of the limited current size of the Board; the Board will consider designating a Lead Independent Director in connection with the recruitment of additional independent directors.
Allocation of Operational Responsibilities
The Company has organized the responsibilities of its senior officers and directors with the goal of separating day-to-day operating direction from Board-level governance, market positioning and capital-markets leadership. Mr. Genty, as Chief Executive Officer, is responsible for the day-to-day operating direction of the Company across each of our three lines of business (Intelligent Crop Systems, the Digital Cultivation Subscription and Farming-as-a-Service) and across the agricultural segments in which the Company operates from time to time (initially our controlled-environment beachhead), including commercial deployment of the licensed platform, technical execution in coordination with personnel made available under the AgEYE License and direct customer and operational management, working with Mr. Edmunds as Chief Financial Officer. Mr. Rowlison, as Chairman of the Board, is responsible for leading the Board, working with the Chief Executive Officer on corporate strategy, market positioning, capital-markets activity and investor relations. This allocation of responsibilities is intended to support the management of related-party considerations described under “Certain Relationships and Related Transactions,” supplemented by the governance processes adopted by the Board, including independent-director approval of material related-party transactions and recusal by directors with respect to matters in which they have a personal interest.
Committees of the Board of Directors
Effective on the date the registration statement of which this prospectus forms a part becomes effective, the Board will have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee will operate under a written charter approved by the Board. The expected composition of each committee is summarized below and will be adjusted as additional independent directors are appointed.
| Committee | Chair | Members | ||
| Audit Committee | Peter Field (Independent) | Jason A. Grant (Independent); James D. Romano (Independent) | ||
| Compensation Committee | Jason A. Grant (Independent) | Peter Field (Independent); James D. Romano (Independent) | ||
| Nominating Committee | Christopher Rowlison (Chairman) | Jason A. Grant (Independent); Peter Field (Independent); Nicholas Genty | ||
| Corporate Governance Committee | James D. Romano (Independent) | Christopher Rowlison (Chairman); Peter Field (Independent); Nicholas Genty |
Audit Committee
The Audit Committee is responsible for overseeing the integrity of our financial statements, the qualifications, independence and performance of our independent registered public accounting firm, our compliance with legal and regulatory requirements, and our internal control over financial reporting. Each member of the Audit Committee is, or upon appointment will be, independent under Nasdaq Rule 5605(a)(2) and Rule 10A-3 of the Exchange Act.
Compensation Committee
The Compensation Committee is responsible for reviewing and approving the compensation of our Chief Executive Officer and other executive officers, recommending director compensation, administering our equity-incentive plans and ensuring compliance with applicable disclosure and corporate-governance requirements relating to executive compensation. Each member of the Compensation Committee is, or upon appointment will be, independent under Nasdaq Rule 5605(d)(2). The Compensation Committee has the authority to retain compensation consultants and other advisors in accordance with Nasdaq Rule 5605(d)(3).
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Nominating and Corporate Governance Committees
The Nominating and Corporate Governance Committees are responsible for identifying, reviewing and recommending candidates to serve on the Board, evaluating Board and committee composition and performance, overseeing the Company's corporate-governance policies and reviewing the Company's Code of Business Conduct and Ethics. The Chairman of the Board serves on these committees given the limited current size of the Board and the importance of the Chairman's perspective in the recruitment of additional directors.
Oversight of Risk Management
The Board has overall responsibility for risk oversight. The Audit Committee has primary responsibility for the oversight of financial-reporting risk, cybersecurity risk and risks related to internal control over financial reporting and external auditors. The Compensation Committee has primary responsibility for the oversight of risks arising from our compensation programs. The Nominating and Corporate Governance Committee has primary responsibility for the oversight of risks arising from corporate-governance matters and related-party transactions. Each committee reports regularly to the full Board on its risk-oversight activities, including risks specific to each of our three lines of business.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer and controller). We will disclose on our website any amendment to, or waiver from, a provision of the Code applicable to such persons within the time period required by the SEC and Nasdaq.
Insider Trading Policy and Anti-Hedging Policy
We have adopted (or will adopt prior to listing) an Insider Trading Policy that governs the purchase, sale and other dispositions of our securities by our directors, officers and employees and that is reasonably designed to promote compliance with insider-trading laws, Nasdaq listing standards and SEC rules. The policy prohibits short sales, hedging transactions and pledging of our securities by our directors and executive officers.
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The following table sets forth the compensation paid to officers and board members during the years ended December 31, 2025 and 2024.
SUMMARY EXECUTIVE COMPENSATION TABLE
| Name & Position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Non-qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Christopher Rowlison, Chairman of the Board (1) | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
| Nicholas Genty, CEO (2) | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
| David Edmunds, CFO (3) | 2025 | 54,000 | 0 | 30,000 | 0 | 0 | 0 | 0 | 84,000 | |||||||||||||||||||||||||||
| 2024 | 41,650 | 0 | 0 | 37,603 | 0 | 0 | 0 | 79,253 | ||||||||||||||||||||||||||||
| Murray Galbraith, Former CEO (4) | 2025 | 90,000 | 0 | 0 | 0 | 0 | 0 | 0 | 90,000 | |||||||||||||||||||||||||||
| 2024 | 75,000 | 0 | 0 | 197,511 | 0 | 0 | 0 | 272,511 | ||||||||||||||||||||||||||||
___________
| (1) | Appointed Chairman of the Board on June 1, 2026. |
| (2) | Appointed Chief Executive Officer on June 1, 2026. |
| (3) | Appointed Chief Financial Officer on April 15, 2024. |
| (4) | Mr. Galbraith, former officer (resigned February 13, 2026) and director (resigned January 14, 2026), is also an officer, director and control person of Digital Cavalier Technology Services Inc. Mr. Galbraith, on behalf of Digital Cavalier Technology Services, Inc., controls approximately 17.08% of our issued and outstanding voting stock. |
OPTION/WARRANT GRANTS IN THE LAST FISCAL YEAR
Option/Warrant Grants in The Last Interim and Fiscal Year
On March 1, 2024, the Board of Directors of YouneeqAI Technical Services, Inc. adopted the 2024 Equity Incentive Plan (“the 2024 Equity Plan.”) There are 10,000,000 shares of our common stock reserved under the 2024 Equity Plan. Simultaneously, we issued stock option agreements to Murray Galbraith (former CEO) and Calderan Ventures, Ltd. (of which James D. Romano, a director of the Company, is an officer) for 2,000,000 shares each pre reverse split. The options are fully vested upon issuance and have an exercise price of $0.20 per share and an expiration date of February 28, 2029. As of the filing date of the registration statement and post reverse split, Murray Galbraith and Calderan Ventures, Ltd. each have 200,000 options each with an exercise price of $2.00.
In addition, on March 1, 2024, we issued a stock option agreement to a consultant, David Edmunds, for 400,000 shares of common stock pre reverse split 1 for ten. The option is fully vested upon issuance and has an exercise price of $0.20 per share and an expiration date of February 28, 2027. As of the filing date of the registration statement and post reverse split, Mr. Edmunds has 40,000 options with an exercise price of $2.00.
On May 19, 2025, we issued a stock option agreement to our director Jason A. Grant for 20,000 shares of common stock. The option is fully vested upon issuance and has an exercise price of $2.50 and expiration date of May 19, 2027. Simultaneously, Julia Hansen and Sophia Galper-Komet were each issued 20,000 options. However, these options expired following their resignations on January 14, 2026.
During the three month period ended March 31, 2026, there were no warrants issued to purchase shares of common stock.
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Outstanding Equity Awards At Interim and Fiscal Year End
The following table sets forth certain information concerning outstanding equity awards held by our appointed executive officers for the period ended March 31, 2026 and December 31, 2025 and 2024 (the "Named Executive Officers"):
| Option Awards | Stock awards | |||||||||||||||||||||||||||||||||||||||
| Name | Year |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) |
Option exercise price ($) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares of units of stock that have not vested ($) |
Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | ||||||||||||||||||||||||||||||
| Christopher Rowlison, Chairman of the Board (1) | 2026 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Nicholas Genty, CEO (2) | 2026 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| David Edmunds, CFO (4) | 2026 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 2025 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| 2024 | 40,000 | — | — | $ | 2.00 | 2/28/27 | — | — | — | — | ||||||||||||||||||||||||||||||
| Murray Galbraith, CEO, and Director (3)(4) | 2026 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| 2025 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
| 2024 | 200,000 | — | — | $ | 2.00 | 2/28/29 | — | — | — | — | ||||||||||||||||||||||||||||||
| (1) | Appointed Chairman of the Board on June 1, 2026. |
| (2) | Appointed Chief Executive Officer on June 1, 2026. |
| (3) | Mr. Galbraith, former officer (resigned February 13, 2026) and director (resigned January 14, 2026), is also an officer, director and control person of Digital Cavalier Technology Services Inc. As of August 11, 2026, the percentage owned by Digital Cavalier Technology Services, Inc. is 17.59%. |
| (4) | Option totals and exercise prices reflect post reverse split figures. |
BOARD OF DIRECTORS COMPENSATION
DIRECTOR COMPENSATION
Director Independence
For a director to be considered “independent,” the Board must affirmatively determine that the director has no material relationship with the Company (directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In each case, the Board considers all relevant facts and circumstances. We currently have no independent directors.
All of our officers and/or directors will continue to be active in other companies. All officers and directors have retained the right to conduct their own independent business interests.
The following table sets forth certain information concerning compensation paid to our directors during the years ended December 31, 2025, 2024 and 2023:
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| Name | Year | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Non-qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | ||||||||||||||||||||||||
| Christopher Rowlison (1) | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Nicholas Genty (1) | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| James D. Romano (2) | 2025 | 10,000 | 0 | 0 | 0 | 0 | 0 | 10,000 | ||||||||||||||||||||||||
| 2024 | 8,333 | 0 | 197,511 | 0 | 0 | 0 | 205,844 | |||||||||||||||||||||||||
| 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Peter Field (1) | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| Jason A. Grant (3) | 2025 | 6,167 | 0 | 49,943 | 0 | 0 | 0 | 56,110 | ||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Murray Galbraith (2)(4) | 2025 | 10,000 | 0 | 0 | 0 | 0 | 0 | 10,000 | ||||||||||||||||||||||||
| 2024 | 8,333 | 0 | 197,511 | 0 | 0 | 0 | 205,844 | |||||||||||||||||||||||||
| 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Julia Hansen (5) | 2025 | 6,167 | 0 | 49,943 | 0 | 0 | 0 | 56,110 | ||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| Sophie Galper-Komet (5) | 2025 | 6,167 | 0 | 49,943 | 0 | 0 | 0 | 56,110 | ||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 2023 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| S. Mark Spoone (6) | 2025 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||
| 2024 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
| 2023 | 40,000 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
________
| (1) | Appointed to the Board on January 14, 2026. |
| (2) | Received 2,000,000 on March 1, 2024, pre split (currently 200,000 options at $2.00 per share with an expiration date of February 28, 2029. Fees are being accrued at $2,500 per quarter. |
| (3) | Appointed to the Board on May 19, 2025. The options are fully vested upon issuance and have an exercise price of $2.50 and expiration date of May 19, 2027. Fees are being accrued at $2,500 per quarter. |
| (4) | Resigned from the Board on January 14, 2026. |
| (5) | Appointed to the Board on May 19, 2025. 10,000 shares of common stock and $5,000 paid as compensation for Board of Directors services on January 14, 2026. Resigned from the Board on January 14, 2026. The options expired following their resignations on January 14, 2026. |
| (6) | Appointed to the Board on December 28. 2018. Mr. Spoone was removed from the Board on October 17, 2023. |
The term of office for each Director is one year, or until their successor is duly elected or appointed. The term of office for each of our Officers is at the pleasure of the Board of Directors.
At this time, our Directors James D. Romano, Peter Field and Jason A. Grant have fees being accrued at $2,500 per quarter as compensation for serving as a member of our Board of Directors. In addition, we accrue $7,500 per month for consulting services provided by Mr. Romano under a General Services Agreement with Calderan Ventures Ltd., a company controlled by Mr. Romano. Christopher Rowlison & Nicholas Genty do not receive compensation for serving as a member of our Board of Directors currently.
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Director Compensation Program (Going Forward)
The Board, on the recommendations of the Compensation Committee has adopted a Director compensation program. The program includes an annual cash retainer of $10,000 per year payable quarterly at $2,500. No additional consideration is currently in place for Committee Chairpersons.
Compensation Committee Interlocks and Insider Participation
Following the establishment of the Compensation Committee described above, the Compensation Committee will consist entirely of independent directors. No member of the Compensation Committee will be a current or former officer or employee of the Company. None of our executive officers serves, or has served during the last completed fiscal year, on the board of directors or compensation committee (or other committee performing equivalent functions) of any other entity that has one or more executive officers serving on our Board or Compensation Committee. Until the Compensation Committee is established, the full Board acts on compensation matters; any executive officer who is also a director (currently Mr. Genty as Chief Executive Officer and director) recuses himself from deliberations and decisions regarding his own compensation, as required under Item 407(e)(4) of Regulation S-K.
Limitation on Liability and Indemnification
We are a Nevada corporation. The Nevada Revised Statutes provide that the articles of incorporation of a Nevada corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or our stockholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. Our articles of incorporation contain a provision eliminating the personal liability of directors to our Company’ or our stockholders for monetary damages to the fullest extent provided by the Nevada Revised Statutes.
The Nevada Revised Statutes provide that a Nevada corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s articles of incorporation. Our articles of incorporation do not contain any such limitation.
The Nevada Revised Statutes provides that a Nevada corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person’s conduct was in the corporation’s best interests and, in all other cases, his or her conduct was at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. Our articles of incorporation and bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.
The Nevada Revised Statutes, unless otherwise provided in the articles of incorporation, a Nevada Revised Statutes corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directors or stockholders, or contract. Our articles of incorporation provide for indemnification of our directors, officers, employees, fiduciaries and agents to the full extent permitted by Nevada law.
Our articles of incorporation also provide that we may purchase and maintain insurance on behalf of any person who is or was a director or officer of our Company or who is or was serving at our request as a director, officer or agent of another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not we would have the power to indemnify him or her against such liability.
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Employment Agreements with Officers and Directors of YouneeqAI Technical Services, Inc.
As of July 1, 2026 and April 15, 2024, we have General Service Agreements (“GSA”) with our Chairman of the Board, Christopher Rowlison, Chief Executive Officer, Nicholas Genty, and Chief Financial Officer, David Edmunds, respectively. As of March 1, 2024, we have an employment/service agreement with Calderan Ventures, Ltd., an entity owned by our director James D. Romano as defined below:
| Name | Position | Compensation | Termination Date | |||||||
| Christopher Rowlison (1) | Chairman of the Board | (1 | ) | June 30, 2027 | ||||||
| Nicholas Genty (2) | Chief Executive Officer and Director | (1 | ) | June 30, 2027 | ||||||
| David Edmunds (3) | Chief Financial Officer | $ | 4,500/ monthly | Month-to-Month | ||||||
| James D. Romano (4) | Director | $7.500/monthly $2,500/quarterly | February 28, 2027 | |||||||
| Jason A. Grant | Director | $ | 2,500/quarterly | (5 | ) | |||||
| Peter Field (6) | Director | $ | 2,500/quarterly | (5 | ) | |||||
___________
| (1) | Effective July 1, 2026, the Company entered into a General Service Agreement with Mr. Rowlison (the “Rowlison Agreement”). Under the Rowlison Agreement, Mr. Rowlison serves as Active Chairman of the Board and is responsible for Board governance, the Company’s planned national-exchange listing, capital-markets readiness, financing, investor engagement and public-company preparedness. He is entitled to a deferred management fee of $100,000, a one-time listing success bonus of $150,000 payable only upon a successful national-exchange listing and subject to available treasury cash, and Board-approved options intended to cover 2.5% of the Company’s fully diluted shares following the listing, with an initial grant upon OTCQB qualification and a true-up upon listing. If the agreement is terminated without cause or in connection with a corporate transaction, the unpaid management fee becomes immediately payable, but the listing success bonus does not accelerate. |
| (2) | Effective July 1, 2026, the Company entered into a General Service Agreement with Mr. Genty (the “Genty Agreement”). Under the Genty Agreement, Mr. Genty serves as Chief Executive Officer and is responsible for corporate strategy, governance, capital-markets execution, financing, sales execution and the Company’s overall operations, reporting directly to the Board. He is entitled to a deferred management fee of $175,000, a one-time listing success bonus of $75,000 payable only upon a successful national-exchange listing and subject to available treasury cash, and Board-approved options intended to cover 2.5% of the Company’s fully diluted shares following the listing, with an initial grant upon OTCQB qualification and a true-up upon listing. If the agreement is terminated without cause or in connection with a corporate transaction, the unpaid management fee becomes immediately payable, but the listing success bonus does not accelerate. |
| (3) | The General Service Agreement had a term of 1 year expiring on April 15, 2025. Starting April 15, 2024, Mr. Edmunds received a monthly gross fee of $2,000 and is eligible at the determination of the Board of Directors to receive stock options under the Company’s 2024 Equity Incentive Plan. Effective August 1, 2024, the monthly gross fee increased to $4,500 per month. A compensation review is to be performed by the Board of Directors commencing October 1, 2025, or within one month following the Company’s listing on a public exchange, and annually thereafter. |
| (4) | Annual cash retainer of $10,000 per year payable quarterly at $2,500. In addition, the General Service Agreement has a term of 3 years, expiring on February 28, 2027. Starting March 1, 2024, Mr. Romano’s consulting entity Calderan Ventures was to receive a monthly gross fee of $7,500 and is eligible at the determination of the Board of Directors to receive stock options under the Company’s 2024 Equity Incentive Plan. A compensation review is to be performed by the Board of Directors in October 2024 and thereafter annually, a month after year end. Calderan Ventures, after the successful uplisting of the Company’s publicly common stock from the OTCID to the OTC QB and the completion of a public offering of $10 Million or greater, will receive a one-time signing bonus of $50,000. |
| (5) | Annual cash retainer of $10,000.00 per year payable quarterly at $2,500. There is no termination date for Mr. Grant and Mr. Field as the fees are due and payable if they remain a Director. |
| (6) | Mr. Field is compensated through his consulting entity, Makarios Enterprises Ltd. |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND STOCKHOLDER MATTERS
The following tables set forth the number of shares of and percent of the Company’s common stock beneficially owned as of August 11, 2026, by all directors, our named executive officers, our directors and executive officers as a group, and persons or groups known by us to own beneficially 5% or more of our common stock, immediately prior to this registration for resale, and immediately after the closing of this registration for resale, as adjusted to reflect the assumed sale of shares.
The following tables set forth information with respect to the beneficial ownership of our outstanding common stock post registration for resale by:
| · | each person who is known by us to be the beneficial owner of five percent (5%) or more of our common stock; | |
| · | our executive officers, and each director as identified in the “Management — Executive Compensation” section; and | |
| · | all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock and options, warrants and convertible securities that are currently exercisable or convertible within 60 days of the date of this document into shares of our common stock are deemed to be outstanding and to be beneficially owned by the person holding the options, warrants or convertible securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
The information below is based on the number of shares of our common stock that we believe was beneficially owned by each person or entity as of August 11, 2026.
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OFFICERS AND DIRECTORS
| Title of Class | Name of Beneficial Owner (1) | Amount and Nature of Beneficial Owner | Percentage of Class (2)(6) | Post-Sale Amount & Nature of Beneficial Ownership | Post-Sale of Registered Shares Percentage of Class (2)(3)(6) | |||||||||||||
| Common Stock | Christopher Rowlison, Chairman of the Board (4) | 2,500,000 | 17.40 | % | 2,500,000 | 17.40 | % | |||||||||||
| Common Stock | Nicholas Genty, CEO and Director (4) | 2,500,000 | 17.40 | % | 2,500,000 | 17.40 | % | |||||||||||
| Common Stock | Peter Field, Director (4) | 2,500,000 | 17.40 | % | 2,500,000 | 17.40 | % | |||||||||||
| Common Stock | David Edmunds, Chief Financial Officer | 50,000 | 0.34 | % | 0 | 0 | % | |||||||||||
| Options | 40,000 | 0.27 | % | 40,000 | 0.27 | % | ||||||||||||
| Common Stock | James D. Romano, Director | 500,000 | 3.41 | % | 0 | 0 | % | |||||||||||
| Options | (5) | 200,000 | 1.36 | % | 200,000 | 1.36 | % | |||||||||||
| Common Stock | Jason A. Grant, Director | 0 | 0 | % | 0 | 0 | % | |||||||||||
| Options | 20,000 | 0.14 | % | 20,000 | 0.14 | % | ||||||||||||
| Common Stock | All Directors and Executive Officers as a Group (6 persons) (3) | 3,050,000 | 20.78 | % | 2,500,000 | 17.04 | % | |||||||||||
| Options | All Directors and Executive Officers as a Group (6 persons) | 260,000 | 1.77 | % | 260,000 | 1.77 | % | |||||||||||
| (1) | The address of each person listed above, unless otherwise indicated, is c/o YouneeqAI Technical Services, Inc., 3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604. | |
| (2) | The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on August 11, 2026. On August 11, 2026, there were 14,215,328 fully diluted shares of our common stock outstanding, and 155 Series A Preferred shares that may convert to 155,000 common shares for a total diluted share capital of 14,370,328. To calculate a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding warrants and other derivative securities owned by that person which are exercisable within 60 days of August 11, 2026. Common stock warrants and derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed opposite such person’s name. | |
| (3) | Calculated using voting shares from all classes of common and preferred voting shares, and assuming conversion of preferred shares to common. | |
| (4) | Beneficially as control persons of AgEYE Technologies, Inc. | |
| (5) | James D. Romano, a director of YouneeqAI Technical Services, Inc., is an officer of Calderan Ventures, Ltd., his consulting company. | |
| (6) | Including options. |
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GREATER THAN 5% STOCKHOLDERS
| Title of Class | Name of Beneficial Owner (1) | Amount and Nature of Beneficial Owner | Percentage of Class (2)(8) | Post-Sale Amount & Nature of Beneficial Ownership | Post-Sale Percentage of Class (2)(7)(8) | |||||||||||||
| Common Stock | AgEYE Technologies, Inc. (4) | 2,500,000 | 17.04 | % | 2,500,000 | 17.04 | % | |||||||||||
| Common Stock | MAVDB Consulting, LLC | 1,200,000 | 8.18 | % | 0 | 0 | % | |||||||||||
| Common Stock | Venda Distributors, Inc. | 1,000,000 | 6.81 | % | 0 | 0 | % | |||||||||||
| Common Stock | Digital Cavalier Technology Services Inc. (3)(6) | 2,500,000 | 17.04 | % | 0 | 0 | % | |||||||||||
| Options | Murray Galbraith (3) | 200,000 | 1.36 | % | 0 | 1.36 | % | |||||||||||
| Aggregate -fully diluted aggregate voting control | Digital Cavalier Technology Services Inc. Fully diluted – aggregate voting control (3) | 2,700,000 | 18.40 | % | 0 | 1.36 | % | |||||||||||
| Series A Preferred Convertible Stock | Jiun Haw Chang (5) | 146 | 94.19 | % | 146 | 94.19 | % | |||||||||||
| Aggregate | Jiun Haw Chang Fully diluted – aggregate voting control (5) | 146,000 | 1.02 | % | 146,000 | 1.02 | % | |||||||||||
| Series A Preferred Convertible Stock | John Yoo Lee (5) | 9 | 5.81 | % | 9 | 5.81 | % | |||||||||||
| Aggregate | John Yoo Lee Fully diluted – aggregate voting control (5) | 9,000 | 0.06 | % | 9,000 | 0.06 | % | |||||||||||
| (1) | The address of each person listed above, unless otherwise indicated, is c/o YouneeqAI Technical Services, Inc., 3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604. | |
| (2) | The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on August 11, 2026. The post-sale percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our capital stock outstanding on August 11, 2026. On August 11, 2026, there were 14,215,328 fully diluted shares of our common stock outstanding, and 155 Series A Preferred shares that may convert to 155,000 common shares for a total diluted share capital of 14,370,328. To calculate a stockholder’s percentage of beneficial ownership, we include in the numerator and denominator the common stock outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding warrants and other derivative securities owned by that person which are exercisable within 60 days of August 11, 2026. Common stock warrants and derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating beneficial ownership among our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole voting power and sole investment power for the shares listed opposite such person’s name. | |
| (3) | Digital Cavalier Technology Services, Inc. is the holder of 2,500,000 shares of YouneeqAI Technical Services, Inc. (17.04%) on a fully diluted basis), and is under common control by Mr. Galbraith, former CEO and director, who is also an officer, director and control person of Digital Cavalier Technology Services, Inc. | |
| (4) | Our Chairman, Mr. Rowlison, is CEO of AgEYE Technologies, Inc. and Mr. Genty, our CEO, is on the Board of Directors of AgEYE Technologies, Inc. | |
| (5) | Former Director of the Company, resigning on February 11, 2022. | |
| (6) | Murray Galbraith, who is also an officer, director and control person of Digital Cavalier Technology Services, Inc, has 200,000 options. | |
| (7) | Calculated using voting shares from all classes of common and preferred voting shares. | |
| (8) | Including Options. |
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Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person.
BENEFICIAL OWNERSHIP OF EACH CLASS OF VOTING SECURITIES
The following table reflects the beneficial ownership of each class of voting securities as of August 11, 2026.
| Equivalent Voting Shares | Equivalent Voting Percentage | Voting Rights | ||||||||
| Series A Preferred Stock | 155 | 100 | % | 1,000 votes per share | ||||||
| Common Stock | 14,370,328 | 100 | % | 1 vote per share | ||||||
| 100.00 | % | |||||||||
______________
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following describes transactions since the beginning of our last fiscal year, and currently proposed transactions, to which the Company has been or is to be a participant in which (i) the amount involved exceeds the lesser of US$120,000 or one percent (1%) of the average of the Company's total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers, holders of more than five percent (5%) of any class of our voting securities, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest, as required under Item 404(d) of Regulation S-K.
Policies and Procedures for Related-Party Transactions
Our Board has adopted (or will adopt prior to listing) a written related-party transactions policy. Under that policy, all transactions of the type described in the introductory paragraph above are reviewed and, if material, approved or ratified by the Audit Committee (or, prior to its establishment, by the independent directors of the Board). The policy includes the following principal elements:
• Identification. Directors, executive officers and 5% stockholders are required to disclose actual and potential related-party transactions to the Chief Financial Officer and legal counsel in advance.
• Review. Each disclosed transaction is reviewed by the Audit Committee (or the independent directors) on the basis of the material facts, including the nature of the related party's interest, the dollar amount involved, the benefits to the Company, comparable terms available from unrelated third parties and the impact on the related party's independence.
• Approval or ratification. Material related-party transactions require approval by the Audit Committee (or the independent directors) and may be approved only if the Audit Committee determines the transaction is in the best interests of the Company and its stockholders.
• Recusal. Any director with a personal interest in a transaction recuses himself from the deliberations and the vote, consistent with Section 78.140 of the Nevada Revised Statutes.
• Ongoing review. Continuing related-party arrangements (including the AgEYE License, which is the operating basis for all three of our lines of business across the agricultural segments in which we operate) are reviewed on a periodic basis by the Audit Committee.
AgEYE Technologies, Inc. — License Agreement and Related Arrangements
On January 14, 2026, the Company entered into the AgEYE License with AgEYE Technologies, Inc. The AgEYE License is the operating basis for the Digital Cultivation SaaS Subscription— across the agricultural segments in which we operate from time to time, beginning with our controlled-environment beachhead. The principal terms of the AgEYE License are described under “Description of the Business — Our License with AgEYE Technologies, Inc.”
AgEYE is a related party of the Company because (i) Mr. Genty, our Chief Executive Officer and a director, is also the Chief Executive Officer and a co-founder of AgEYE, and (ii) Mr. Rowlison, our Chairman of the Board, serves on the Board of Directors of AgEYE and provides services to AgEYE. The terms of the AgEYE License were negotiated prior to the appointment of Messrs. Rowlison and Genty as Chairman and Chief Executive Officer, respectively, of the Company. Future
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amendments to the AgEYE License will be reviewed and approved by the independent directors of the Board (or the Audit Committee after its establishment), and Messrs. Genty and Rowlison will recuse themselves from Board deliberations and decisions regarding such amendments.
Service-Provider Arrangements with Officers and Directors
Christopher Rowlison — General Service Agreement
Effective July 1, 2026, the Company entered into a General Service Agreement with Mr. Rowlison (the “Rowlison Agreement”). Under the Rowlison Agreement, Mr. Rowlison serves as Active Chairman of the Board and is responsible for Board governance, the Company’s planned national-exchange listing, capital-markets readiness, financing, investor engagement and public-company preparedness. He is entitled to a deferred management fee of $100,000, a one-time listing success bonus of $150,000 payable only upon a successful national-exchange listing and subject to available treasury cash, and Board-approved options intended to cover 2.5% of the Company’s fully diluted shares following the listing, with an initial grant upon OTCQB qualification and a true-up upon listing. If the agreement is terminated without cause or in connection with a corporate transaction, the unpaid management fee becomes immediately payable, but the listing success bonus does not accelerate.
Nicholas Genty — General Service Agreement
Effective July 1, 2026, the Company entered into a General Service Agreement with Mr. Genty (the “Genty Agreement”). Under the Genty Agreement, Mr. Genty serves as Chief Executive Officer and is responsible for corporate strategy, governance, capital-markets execution, financing, sales execution and the Company’s overall operations, reporting directly to the Board. He is entitled to a deferred management fee of $175,000, a one-time listing success bonus of $75,000 payable only upon a successful national-exchange listing and subject to available treasury cash, and Board-approved options intended to cover 2.5% of the Company’s fully diluted shares following the listing, with an initial grant upon OTCQB qualification and a true-up upon listing. If the agreement is terminated without cause or in connection with a corporate transaction, the unpaid management fee becomes immediately payable, but the listing success bonus does not accelerate.
David Edmunds — General Service Agreement
Effective April 15, 2024, the Company entered into the Edmunds Agreement with Mr. Edmunds, our Chief Financial Officer. Under the Edmunds Agreement, Mr. Edmunds receives a monthly gross fee of US$4,500. For the years ended December 31, 2025 and 2024, the aggregate amount paid or accrued by the Company to Mr. Edmunds under the Edmunds Agreement was US$54,000 and US$54,000, respectively. The Edmunds Agreement was approved by the Board prior to the appointment of Mr. Edmunds as Chief Financial Officer.
James D. Romano — Historical Arrangement Through Calderan Ventures, Ltd.
Effective March 1, 2024, the Company entered into a General Service Agreement with Calderan Ventures, Ltd., an entity controlled by James D. Romano, a director of the Company (the “Calderan Agreement”). Under the Calderan Agreement, Calderan Ventures provided strategic-advisory services to the Company in exchange for a monthly gross fee of US$7,500 and, separately, was granted options to purchase 2,000,000 shares of the Company's common stock at US$0.20 per share on March 1, 2024, expiring February 28, 2029. The Calderan Agreement also provided for a one-time signing bonus of US$50,000 payable upon successful uplisting and completion of a public offering of US$10,000,000 or greater; For the years ended December 31, 2025 and 2024, the aggregate amount paid or accrued by the Company to Calderan Ventures under the Calderan Agreement was US$90,000 and US$75,000, respectively.
Indemnification Agreements
The Company has entered into, or expects to enter into, indemnification agreements with each of its directors and executive officers, on a standard form filed as an exhibit to the registration statement of which this prospectus forms a part. The indemnification agreements provide for indemnification and advancement of expenses to the fullest extent permitted by Nevada law, supplemented by procedural protections customary for public-company directors and officers.
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Other Equity Awards to Directors and Officers
Mr. Edmunds was granted options to purchase 400,000 shares of common stock on March 1, 2024 at an exercise price of US$0.20 per share, expiring February 28, 2027. The grant was approved by the Board prior to the establishment of the Compensation Committee.
HISTORICAL TRANSACTIONS
Other than the transactions discussed below, we have not entered into any transaction in past two years, nor are there any proposed transactions in which any of the founders, directors, executive officers, shareholders or any members of the immediate family of any of the foregoing had or is to have a direct or indirect material interest:
Common Shares or Warrants Issued for Compensation or Services
Since January 1, 2024 through August 11, 2026, we have issued shares of our common stock in exchange for services to the individuals and/or entities and the amounts set forth below:
| Date | Persons and/or Entities | Nature | Number of Shares Issued (1) | |||||||
| 2/15/24 | MavDB Consulting LLC | Consulting Services Rendered | 1,100,000 | |||||||
| 2/15/24 | Ginsberg Consulting Services LLC | Consulting Services Rendered | 640,000 | |||||||
| 2/15/24 | The Governance Box Inc. | Consulting Services Rendered | 200,000 | |||||||
| 2/15/24 | Enkrateia Holding LTD | Consulting Services Rendered | 50,000 | |||||||
| 2/15/24 | Pioneer Garage LTD | Consulting Services Rendered | 300,000 | |||||||
| 2/15/24 | Carron Schneider | Consulting Services Rendered | 225,000 | |||||||
| 2/15/24 | Venda Distributors Inc. | Consulting Services Rendered | 1,000,000 | |||||||
| 3/14/24 | Pioneer Garage LTD | Consulting Services Rendered | 400,000 | |||||||
| 3/15/24 | Sean Webster | Consulting Services Rendered | 600,000 | |||||||
| 10/2/25 | David Edmunds | Consulting Services Rendered | 50,000 | |||||||
| 1/14/26 | Sophie Galper-Komet | Services as a Director | 10,000 | |||||||
| 1/14/26 | Julia Hansen | Services as a Director | 10,000 | |||||||
| (1) | Post reverse split. |
Common Shares Issued for Convertible Promissory Notes
Since January 1, 2024 through August 11, 2026, we have issued shares of our common stock in exchange for services to the individuals and/or entities and the amounts set forth below:
| Date | Persons and/or Entities | Nature | Number of Shares Issued (1) | |||||||
| 2/24/24 | Thomas Yang | Conversion of Convertible Promissory Note | 135,483 | |||||||
| (1) | Adjusted for reverse split. |
Other Agreements
Thomas Yang agreed to advance funds to the Company and as an inducement was to be issued 129,500 shares of common stock. These shares were issued to Mr. Yang on August 7, 2026.
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Preferred Shares Issued for License and/or Settlement Agreements
Since January 1, 2021 through August 11, 2026, we have issued shares of our Series A Preferred stock in exchange to the individuals and/or entities and the amounts set forth below:
| Date | Persons and/or Entities | Nature | Number of Shares Issued | |||||||
| 2/9/22 | Digital Cavalier Technology Services, Inc. (1) | Acquisition and License Agreement | 3,000 | |||||||
| 9/9/22 | Jiun Haw Chang (2) | Settlement Agreement | 146 | |||||||
| 9/9/22 | John Yoo Lee (2) | Settlement Agreement | 9 | |||||||
| 9/9/22 | S. Mark Spoone (3) | Settlement Agreement | 285 | |||||||
____________
| (1) | Mr. Galbraith, former CEO and director, is also an officer, director and control person of Digital Cavalier Technology Services, Inc. Digital Cavalier Technology Services, Inc. is the holder of 2,500,000 shares of YouneeqAI Technical Services, Inc. Mr. Galbraith is a beneficial owner. Digital Cavalier Technology Services, Inc. converted 2,000 shares of Series A Preferred stock into 2,000,000 shares of common stock. In 2025, DCTS transferred 500 Series A Preferred shares to Calderan Ventures Ltd. On March 10, 2026, Digital Cavalier Technology Services, Inc. converted the remaining 500 shares (post split) of Series A Preferred stock to 500,000 common shares of stock | |
| (2) | Former directors of YouneeqAI Technical Services, Inc. | |
| (3) | Former Secretary and Director of YouneeqAI Technical Services, Inc. He was removed on October 17, 2023. Mr. Spoone converted all 285 shares of Series A Preferred stock into 2,850,000 shares of common stock currently held (in addition to 691,798 already held). |
Common Shares issued per License Agreement
On January 14, 2026, the Company entered into a Software License Agreement with AgEYE Technologies, Inc. (“AgEYE”). AgEYE granted YouneeqAI the right to use the Licensed Software solely for the purpose of integrating, deploying, marketing, and commercializing products and services developed and offered by YouneeqAI that incorporate the Licensed Software. The field of use includes AI-enabled analytics, automation, and software solutions for the agriculture industry, including controlled-environment agriculture, indoor farming, greenhouse operations, crop production optimization, and related agricultural applications.
The license is described above on page 40. 2,500,000 common shares were agreed to be issued and were issued on June 30, 2026.
The securities being registered and/or offered by this Prospectus are common shares.
Common Stock
The Company is presently authorized to issue two hundred million (200,000,000) shares of its $0.001 par value common shares. A total of 14,085,828 common shares are issued and outstanding as of August 11, 2026. At December 31, 2025 and 2024, there were a total of 10,565,828 and 10,511,393 shares of common stock issued and outstanding, respectively, adjusted for the 1:10 reverse split on May 15, 2025. In addition, 155 Series A Preferred shares that may convert to 155,000 common shares for a total diluted share capital of 14,370,328.
All shares, when issued, will be fully paid and non-assessable. All shares are equal to each other with respect to voting, liquidation, and dividend rights. Special Stockholders' meetings may be called by the Officers or Directors, or upon the request of holders of at least one-fifth (1/5th) of the outstanding shares. Holders of shares are entitled to one vote at any Stockholders' meeting for each share they own as of the record date set by the Board of Directors. There is no quorum requirement for Stockholders’ meetings. Therefore, a vote of the majority of the shares represented at a meeting will govern even if this is substantially less than a majority of the shares outstanding. Holders of shares are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to Stockholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to the Company's Articles of Incorporation and its By-Laws as well as to the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of shares. It should be noted that the Board of Directors without notice to the Stockholders may amend the By-Laws. The shares of the Company do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of the shares voting for election of Directors may elect all the
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Directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%) of the shares voting for election of Directors may not be able to elect any Director.
Preferred Stock
The Company is presently authorized to issue Ten Million (10,000,000) shares of its $0.001 par value Preferred Stock. A total of 3,440 shares are designated Series A Preferred shares and, as of August 11, 2026, 155 are issued and outstanding.
Series A Preferred Stock
The Certificate of Incorporation of the Company authorizes the issuance of up to ten million (10,000,000) shares of Preferred Stock, $0.001 par value per share (herein, “Preferred Stock” or “Preferred Shares”), and expressly vests in the Board of Directors of the Company the authority provided therein to issue any or all of the Preferred Shares in one (1) or more Class or classes and by resolution or resolutions to establish the designation and number and to fix the relative rights and preferences of each Class to be issued. The Board authorized Three Thousand Four Hundred Forty (3,440) of the Ten Million (10,000,000) authorized shares of Preferred Stock of the Company to be designated Series A Preferred Convertible Stock, $0.001 par value per share (herein, “Series A Preferred” or “Series A Preferred Convertible Stock”), and shall possess the rights and preferences set forth below:
The total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is 3,440, with a stated par value of $0.001 per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series A Preferred Stock and holders thereof are as follows:
i) Liquidation Preference.
(1) In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount equal to the stated par value less the aggregate amount of all prior distributions to its Preferred Shareholders made to holders of all classes of Preferred Shares, plus any accrued previously declared but unpaid dividends (the amount so determined being hereinafter referred to as the “Liquidation Preference”). No distribution shall be made to the holders of the Common Shares upon liquidation, dissolution, or winding up until after the full amount of the Liquidation Preference has been distributed or provided to the holders of the Preferred Shares.
(2) If, upon such liquidation, dissolution or winding up the assets thus distributed among the Preferred Shareholders shall be insufficient to permit payment to such shareholders of the full amount of the Liquidation Preference, the entire assets of the Corporation shall be distributed ratably among the holders of all classes of Preferred Shares.
(3) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, when the Corporation has completed distribution of the full Liquidating Preference to the holders of the Series A Preferred Stock, the Series A Preferred Stock shall be considered to have been redeemed, and thereafter, the remaining assets of the Corporation shall be paid in equal amounts on all outstanding shares of Common Stock.
(4) A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall not be deemed a liquidation, dissolution or winding up within the meaning of this subsection.
ii) Conversion Rights.
(1) Right to Convert. Subject to subparagraphs (3)-(5) below, each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into 1,000 shares of fully paid and non-assessable Common Stock (the “Conversion Rate”).
(2) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to
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the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities.
(3) Split, Subdivision and Distribution Adjustments. In the event the Corporation should at any time or from time to time after the Distribution Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the applicable Conversion Rate of the Series A Preferred Stock shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall be increased in proportion to such increase of the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.
(4) Combination Adjustments. If the number of shares of Common Stock outstanding at any time after the Distribution Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Rate for the Series A Preferred Stock shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.
(5) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 6) provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of the number of shares of Common Stock deliverable upon conversion of the Series A Preferred Stock would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this subsection (ii) with respect to the rights of the holders of the Series A Preferred Stock after the recapitalization to the end that the provisions of this subsection (including adjustment of the Conversion Rate then in effect and the number of shares issuable upon conversion of the Series A Preferred Stock ) shall be applicable after that event.
(6) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Series A Preferred Stock against impairment.
(7) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.
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iii) Voting Rights.
(1) Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times 1,000. The Company shall not, without the affirmative vote or written consent of the holders of at least a majority of the outstanding Series A Preferred Stock (i) authorize or create any additional class or series of stock ranking prior to or on a parity with the Series A Preferred Stock as to the dividends or the distribution of assets upon liquidation, or (ii) change any of the rights, privileges or preferences of the Series A Preferred Stock.
(2) Class Vote. Except as otherwise required by law or by this section holders of the Corporation's Common Stock and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Securities Authorized for Issuance Under Equity Compensation Plans
On March 1, 2024, the Board of Directors of YouneeqAI Technical Services, Inc. adopted the 2024 Equity Incentive Plan (“the 2024 Equity Plan.”) There are 10,000,000 shares of our common stock reserved under the 2024 Equity Plan. Simultaneously, we issued stock option agreements to Mr. Galbraith and Calderan Ventures, Ltd. (of which James D. Romano, a director of the Company, is an officer) for 2,000,000 shares each. The options are fully vested upon issuance and have an exercise price of $0.20 per share and an expiration date of February 28, 2029.
In addition, on March 1, 2024, we issued a stock option agreement to a consultant, David Edmunds, for 400,000 shares of common stock. The option is fully vested upon issuance and has an exercise price of $0.20 per share and an expiration date of February 28, 2027.
Transfer Agent
The transfer agent and registrar for our common stock is Pacific Stock Transfer. The transfer agent’s address is 6725 Via Austi Pkwy #300, Las Vegas, NV 89119, and its telephone number is (702) 361-3033.
Authorized but Unissued Shares
Our authorized but unissued shares of Common Stock and preferred stock will be available for future issuance without stockholder approval, except as may be required under the listing rules of any stock exchange on which our Common Stock is then listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Penny Stock Considerations
Our shares will be “penny stocks” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.
In addition, under the penny stock regulations, the broker-dealer is required to:
| ● | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
| ● | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
| ● | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value, and information regarding the limited market in penny stocks; and |
| ● | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account. |
Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
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The validity of the securities covered by the registration statement of which this prospectus is a part has been passed upon for us by Michael A. Littman, Attorney at Law.
We “incorporate by reference” information from other documents that we file with the SEC into this prospectus, which means that we disclose important information to you by referring you to those documents. The information incorporated by reference is deemed to be part of this prospectus except for any information that is superseded by information included directly in this prospectus, and the information that we file later with the SEC will automatically supersede this information. Any statement contained in this prospectus or any prospectus supplement or a document incorporated by reference in this prospectus or in any prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in this prospectus modifies or superseded the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is current as of the date other than the date on the cover page of this prospectus.
We are incorporating by reference into this prospectus any additional documents that we may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the effective date of the registration statement and prior to the termination of the offering.
You may request a copy of any document incorporated by reference in this prospectus and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or phone number:
YouneeqAI Technical Services, Inc. 3401 Atlantic Ave., Suite 100, Raleigh, North Carolina 27604/ Phone (919) 434-9277.
The financial statements for the Company as of December 31, 2025 and 2024 and for the years then ended included in this prospectus have been audited by RBSM, LLP an independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
The legality of the shares offered under this registration statement will be passed upon by Michael A. Littman, Attorney at Law.
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s website contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.
We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a registration statement, does not contain all of the information set forth in the registration statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document that is filed as an exhibit to the registration statement. The registration statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates. You may obtain additional information regarding our Company on our website, located at www.youneeqai.com.
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YOUNEEQAI TECHNICAL SERVICES, INC.
CONDENSED FINANCIAL STATEMENTS AND NOTES
The following is a complete list of the financial statements attached hereto:
(a) Unaudited Condensed Financial Statements for the three months ended March 31, 2026 and March 31, 2025.
(b) Audited Financial Statements for the years ended December 31, 2025 and December 31, 2024.
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YOUNEEQAI TECHNICAL SERVICES, INC.
UNAUDITED CONDENSED FINANCIAL STATEMENTS AND NOTES
Table of Contents
Unaudited Condensed Financial Statements for the three months ended March 31, 2026 and 2025
| Page | |||
| CONDENSED BALANCE SHEETS | F-2 | ||
| CONDENSED STATEMENTS OF OPERATIONS | F-3 | ||
| CONDENSED STATEMENTS OF STOCKHOLDERS’ DEFICIT | F-4 | ||
| CONDENSED STATEMENTS OF CASH FLOWS | F-5 | ||
| NOTES TO CONDENSED FINANCIAL STATEMENTS | F-6 |
| F-1 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||
| CONDENSED BALANCE SHEETS | ||||||||
| As of MARCH 31, 2026, and DECEMBER 31, 2025 | ||||||||
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 30,716 | $ | 3,296 | ||||
| Total Assets | 30,716 | 3,296 | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | 716,432 | 764,392 | ||||||
| Advances Payable, Related Party | 333,543 | 206,043 | ||||||
| Obligation to Issue Common Shares | 323,750 | 323,750 | ||||||
| License Royalty Liability | 1,498,714 | 1,498,714 | ||||||
| Convertible Note Payable, Net of Discount | 113,191 | 49,532 | ||||||
| Derivative Liability | 40,512 | 72,568 | ||||||
| Note Payable, Current | 209,556 | 209,056 | ||||||
| Total Current Liabilities | 3,235,698 | 3,124,055 | ||||||
| Total Liabilities | 3,235,698 | 3,124,055 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 155 and 1,155 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively | — | 1 | ||||||
| Common Stock, $0.001 par value, 200,000,000 shares authorized, 11,585,828 and 10,565,828 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively | 11,586 | 10,566 | ||||||
| Additional Paid-In Capital | 40,366,796 | 40,357,415 | ||||||
| Accumulated Deficit | (43,583,364 | ) | (43,488,741 | ) | ||||
| Total Stockholders' Deficit | (3,204,982 | ) | (3,120,759 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 30,716 | $ | 3,296 | ||||
| The accompanying notes are an integral part of these Unaudited Condensed Financial Statements. | ||||||||
| F-2 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||
| CONDENSED STATEMENTS OF OPERATIONS | ||||||||
| (Unaudited) | ||||||||
For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative | $ | 2,970 | $ | 9,821 | ||||
| Professional Fees | 233 | 42,255 | ||||||
| Compensation, Related Parties | 51,817 | 56,000 | ||||||
| Total Expenses | 55,020 | 108,076 | ||||||
| LOSS BEFORE OTHER INCOME (EXPENSE) | (55,020 | ) | (108,076 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Change in Fair value of Derivative Liability | 32,056 | — | ||||||
| Amortization of Debt Discount | (61,604 | ) | — | |||||
| Interest (Expense) | (10,055 | ) | (26,148 | ) | ||||
| Total Other (Expense) Income | (39,603 | ) | (26,148 | ) | ||||
| NET LOSS BEFORE PROVISION FOR INCOME TAXES | (94,623 | ) | (134,224 | ) | ||||
| Provision for Income Taxes | — | — | ||||||
| NET LOSS | $ | (94,623 | ) | $ | (134,224 | ) | ||
| LOSS PER SHARE: | ||||||||
| Basic Loss per Share | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Diluted Loss per Share | $ | (0.01 | ) | $ | (0.01 | ) | ||
| Basic Weighted Average Shares Outstanding Adjusted for the 10:1 consolidation of common shares on May 15, 2025 | 10,860,717 | 10,511,394 | ||||||
| Diluted Weighted Average Shares Outstanding Adjusted for the 10:1 consolidation of common shares on May 15, 2025 | 10,860,717 | 10,511,394 | ||||||
| The accompanying notes are an integral part of these Unaudited Condensed Financial Statements. | ||||||||
| F-3 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||||||||||||||||||||||
| CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | ||||||||||||||||||||||||||||
| UNAUDITED | ||||||||||||||||||||||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2025 | ||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| No of Shares | Amount $ | No of Shares | Amount $ | Additional Paid In Capital $ | Accumulated Deficit $ | Total Stockholders’ Deficit $ | ||||||||||||||||||||||
| Ending Balance, December 31, 2024 | 1,155 | 1 | 10,511,393 | 10,511 | 40,177,640 | (42,790,097 | ) | (2,601,945 | ) | |||||||||||||||||||
| Net (Loss) | — | — | — | — | — | (134,224 | ) | (134,224 | ) | |||||||||||||||||||
| Ending Balance, March 31, 2025 | 1,155 | 1 | 10,511,393 | 10,511 | 40,177,640 | (42,924,321 | ) | (2,736,169 | ) | |||||||||||||||||||
| FOR THE THREE MONTHS ENDED MARCH 31, 2026 | ||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| No of Shares | Amount $ | No of Shares | Amount
$ | Additional
Paid In Capital $ | Accumulated
Deficit $ | Total
Stockholders’ Deficit $ | ||||||||||||||||||||||
| Ending Balance, December 31, 2025 | 1,155 | 1 | 10,565,828 | 10,566 | 40,357,415 | (43,488,741 | ) | (3,120,759 | ) | |||||||||||||||||||
| Common Stock Issued for Services | — | — | 20,000 | 20 | 10,380 | — | 10,400 | |||||||||||||||||||||
| Conversion of Preferred Stock | (1,000 | ) | (1 | ) | 1,000,000 | 1,000 | (999 | ) | — | — | ||||||||||||||||||
| Net (Loss) | — | — | — | — | — | (94,623 | ) | (94,623 | ) | |||||||||||||||||||
| Ending Balance, March 31, 2026 | 155 | — | 11,585,828 | 11,586 | 40,366,796 | (43,583,364 | ) | (3,204,982 | ) | |||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Financial Statements.
| F-4 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||
| CONDENSED STATEMENTS OF CASH FLOWS | ||||||||
| UNAUDITED | ||||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | (94,623 | ) | $ | (134,224 | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ||||||||
| Stock Compensation | 10,400 | — | ||||||
| Amortization of Debt Discount | 61,604 | — | ||||||
| Change In Fair Value of Derivative Liability | (32,056 | ) | — | |||||
| Non-Cash Items in Interest Expense | 10,055 | 26,148 | ||||||
| Changes in Operating Assets & Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | (27,960 | ) | 101,991 | |||||
| Net Cash Used In Operating Activities | (72,580 | ) | (6,085 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Advances from Related Party | 100,000 | 2,000 | ||||||
| Net Cash Provided by Financing Activities | 100,000 | 2,000 | ||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 27,420 | (4,085 | ) | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 3,296 | 5,304 | ||||||
| CASH AND CASH EQUIVALENTS, END OF THE PERIOD | $ | 30,716 | $ | 1,219 | ||||
| SUPPLEMENTAL CASH FLOW DISCLOSURES | ||||||||
| Non Cash Investing Activities | ||||||||
| Cash Paid for Interest | $ | — | $ | — | ||||
| Cash Paid for Taxes | $ | — | $ | — | ||||
| Non Cash Financing Activities | ||||||||
| Common Stock Issued for Preferred Stock Conversion | $ | 1 | $ | — | ||||
| Common Stock Issued for Services | $ | 10,400 | $ | — | ||||
The accompanying notes are an integral part of these Unaudited Condensed Financial Statements.
| ||||||||
| F-5 |
YOUNEEQAI TECHNICAL SERVICES, INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026, AND 2025
UNAUDITED
NOTE 1 – OPERATIONS
Organization and Description of Business
The Company was incorporated in Nevada on November 28, 2007. Over time, the Company changed its name and business focus through several strategic transitions. In October 2022, the Company filed an amendment to change its name to YouneeqAI Technical Services, Inc., which was approved by FINRA on March 30, 2023. The Company is currently focused on AI-related technology services.
Name Change
In October 2022, the Company filed an amendment to its Articles of Incorporation to change its name to YouneeqAI Technical Services, Inc. (“YouneeqAI” or the “Company”), the action was approved by the OTC Market/FINRA on March 30, 2023.
Reverse Stock Split
On May 15, 2025, the Company effected a consolidation of its Common Shares in the ratio of 1 new share for every 10 old shares. The Company issued 4,433 new shares for rounding.
Convertible Promissory Note
On October 2, 2025, the Company issued a convertible promissory note in the amount of $132,300 to an unrelated third party and received proceeds of $112,445 net of Original Issuer Discount of $19,845. The note bears interest at 6.3% per annum and matures on April 20, 2026. If a Registration Statement for the underlying shares is filed on Form S-1 and is effective, the principal and any accrued and unpaid interest shall be convertible at the option of the holder into Common Stock of the Company at any time, beginning six months after the Original Issue Date, and until this Note is no longer outstanding. The conversion price shall be 85% of the average of the three lowest Volume-Weighted Average Prices of the Common Stock for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the Conversion Date.
Resignations and Appointments of Directors
On January 14, 2026, Mr. M Galbraith and Mmes. S Galper and J Hansen resigned as Directors of the Company, and Messrs. P Field, N Genty and C Rowlison were appointed Directors of the Company.
NOTE 2 - GOING CONCERN
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt and the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The financial statements are prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $43,583,364 on March 31, 2026, and recognized net losses of $94,623 and $134,224 for the three months ended March 31, 2026, and 2025, respectively.
Liquidity
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
During the three months ended March 31, 2026, the Company received an advance from a related party in the amount of $100,000. The Company used $55,336 to support continuing operations. Changes in working capital accounts consumed $17,244.
As of March 31, 2026, the Company had a cash balance of $30,716 and had a working capital deficiency in the amount of $3,204,982.
| F-6 |
As of the date of this report, the Company’s existing cash resources and existing borrowing availability are not sufficient to support planned operations for the next 12 months and the Company will need to obtain additional funding from investors and lenders to continue operations. Management believes that the Company will be able to secure additional funding sufficient to continue operating activities for at least one year past the issuance date of the financial statements.
The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is seeking sources of additional financing to ensure continuation of the Company’s operations and to fully execute the next phase of the Company’s growth initiatives. For the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. Any capital raised will be through either private placement or convertible debt and will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy the minimum cash requirements for the one year from the date the financials were issued with either equity financing, convertible debt or, if necessary, loans from shareholders.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements. The Company has experienced recurring losses that raise substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed financial statements of the Company are unaudited and have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates
The preparation of the financial statements to be in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates.
Management is also responsible for disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the company’s customers in an amount reflecting the consideration to which the company expects to be entitled. The Company determines revenue recognition through the following steps:
| i. | Identification of the contract, or contracts, with a customer |
| ii. | Identification of the performance obligations in the contract |
| iii. | Determination of the transaction price |
| iv. | Allocation of the transaction price to the performance obligations in the contract |
| v. | Recognition of revenue, when, or as, the company satisfies the performance obligations. |
The Company applies ASC 606, Revenue from Contracts with Customers, to contracts that meet the criteria for recognition under that guidance. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive.
During 2023, the Company entered into an Exclusive Rights Agreement with RC365 Holdings PLC (“RC365”) pursuant to which the Company granted RC365 certain rights to sell, distribute, and market the Company’s intellectual property in the United Kingdom. Consideration under the arrangement included 6,000,000 RC365 shares, to be delivered in tranches, and a 1% royalty on gross revenue generated by RC365 from use of the platform.
Concurrently, the Company entered into a Share Purchase Agreement with FNB Enterprises Ltd. (“FNB”) to sell the RC365 shares to FNB. Due to the uncertainty surrounding collection under the related arrangements, management concluded that
| F-7 |
collectability was not probable and, accordingly, the arrangement did not meet the criteria for revenue recognition under ASC 606 during the years ended December 31, 2025, and 2024. Therefore, the Company recognized no revenue related to the RC365/FNB arrangement during 2025 or 2024.
During 2024, the Company received cash payments totaling $117,708 from FNB related to amounts previously expected under the share sale arrangement. Consistent with the Company’s accounting conclusion for the arrangement, these receipts were not recognized as revenue and were recorded as other income in the statement of operations.
Any future royalties earned under the RC365 arrangement, if and when the related recognition criteria are met, will be recognized in accordance with ASC 606’s guidance for sales- or usage-based royalties on licenses of intellectual property.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of March 31, 2026 and December 31, 2025.
Concentration of Credit Risk
As of March 31, 2026, and 2025, the Company held cash in bank of $30,716 and $3,296, respectively
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At March 31, 2026, the Company had not experienced losses on its bank accounts and management believes the Company is not exposed to significant risks on these accounts.
Fair Value of Financial Instruments and Derivative Financial Instruments
The Company’s financial instruments include cash and cash equivalents and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments approximate fair value on March 31, 2026, and 2025.
The Company’s financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument’s fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).
The Company estimates fair values using prices from third parties or internal pricing methods. Fair value estimates received from third-party pricing services are based on reported trade activity and quoted market prices when available, and other market information that a market participant would use to estimate fair value.
On October 2, 2025, the Company issued a convertible promissory note in favor of an unrelated third party. In accordance with ASC 470-20, Debt with Conversion and Other Options, at issuance, the Company measured the embedded derivative liability at its fair value of $91,803. As of March 31, 2026, the fair value of the derivative liability was $40,512. The decrease in fair value from issuance through March 31, 2026 resulted in a gain in the change in fair value of derivative liability, which was recognized in the Company’s statements of operations through March 31, 2026, in accordance with ASC 815-10.
The Company uses the fair value hierarchy to measure the fair value of its financial instruments. The Company revalues its financial instruments at every reporting period. The Company recognizes gains or losses on the change in fair value of the derivative liabilities as “change in fair value of derivative liability” in the statements of operations. The valuation of the investments available for sale was based on the Black-Scholes valuation model using market rate assumptions.
| F-8 |
The following table provides the financial assets and liabilities measured on a recurring basis and reported at fair value on the balance sheets as of March 31, 2026, and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| March 31, 2026 | December 31, 2025 | |||||||
| Derivative Liabilities | $ | 40,512 | $ | 72,568 | ||||
The following table presents the changes in fair value of the derivative liability:
| Derivative Liability | ||||
| Initial value of derivative conversion feature | $ | 91,803 | ||
| Change in fair value – Year ended December 31, 2025 | (19,235 | ) | ||
| Fair value as of December 31, 2025 | 72,568 | |||
| Change in fair value – Three months ended March 31, 2026 | (32,056 | ) | ||
| Fair value as of March 31, 2026 | $ | 40,512 | ||
The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2026 and December 31, 2025 are as follows:
| March 31,2026 | December 31, 2025 | |||||||
| Term (years) | 0.05 | 0.30 | ||||||
| Stock price | $ | 0.30 | $ | 0.52 | ||||
| Exercise price | $ | 0.26 | $ | 0.44 | ||||
| Dividend yield | 0 | % | 0 | % | ||||
| Expected volatility | 194 | % | 158 | % | ||||
| Risk free interest rate | 3.60 | % | 3.48 | % | ||||
| Number of shares to be issued on Conversion | 533,164 | 303,971 | ||||||
Advertising Costs
Advertising and promotion costs are expensed as incurred. The Company did not incur advertising and promotion expenses during the three months ended March 31, 2026 and 2025, respectively.
Income Taxes
In accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in our financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. No tax liability was recorded as of December 31, 2025 and 2024, respectively.
Earnings Per Share
Earnings per share is calculated in accordance with FASB ASC 260-10, “Earnings per Share”. Basic earnings per common share ("EPS") are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all potentially dilutive common shares were issued, unless doing so is anti-dilutive.
At March 31, 2026, the following securities which were convertible into Common stock, but have not been included the calculation of weighted average number of common shares outstanding as their inclusion would been anti-dilutive:
| F-9 |
| i. | 155 Series A Convertible Preferred Shares convertible into 155,000 shares of Common Stock* |
| ii. | 500,000 Share Options exercisable into 500,000 shares of Common Stock* |
| iii. | 129,500 shares of Common Stock to be issued in connection with a fully-converted Convertible Note Payable* |
| iv. | 533,164 shares of Common Stock to be issued on conversion of a Convertible Promissory Note |
| v. | 2,500,000 shares of Common Stock to be issued in connection with a royalty license agreement |
*Adjusted for the 10:1 consolidation of Common Shares on May 15, 2025
Dividends
The Company did not adopt any policy regarding payment of dividends. No dividends were paid during the three months ended March 31, 2026, and 2025.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to apply ASC 718 to both employee and non-employee share-based payments and use the Black-Scholes option pricing model to determine the fair value of options granted. The Company recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.
In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)”, to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance, and the adoption had no material impact on its financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the provisions of this ASU in 2024 and applied the provisions retrospectively to each period presented in the financial statements. Adoption of the new standard did not have a material impact on our financial statements.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 during 2024. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
| F-10 |
NOTE 5 – LICENSE AGREEMENT
Digital Cavalier License Agreement
On February 9, 2022, the Company entered into a License Agreement with Digital Cavalier Technology Services Inc. (DCTS), allowing the Company to license, market and sell DCTS’s software as a service (SaaS) AI personalization engine and services for e-commerce, content marketing, digital publishing, and other related industries.
In consideration of the license, the Company agreed to pay a total of $1,960,000 in monthly installments of $40,000 for 25 months and a license fee of 5% of monthly gross revenues arising from the sale or marketing of the product. In addition, the License Agreement required the issuance of 3,000 shares of Series A Preferred Stock valued at $600,000. As a result of the issuance of the Preferred Stock, DCTS became the majority shareholder of the Company.
The License Agreement has a term of 25 months and automatically renews for 24-month periods if the License Agreement is in good standing.
The Company recorded an intangible asset and a corresponding liability of $1,960,000 for the License. On December 31, 2022, the Company performed an impairment review of the License and determined that due to the absence of revenue generated, an impairment was necessary. After performance of a discounted cash flow, the license was impaired to $Nil. The Company recognized an impairment loss in the amount of $1,960,000 during the year ended December 31, 2022.
In February 2023, the License was extended for a further 24 months, contingent upon the Company filing an effective Form S-1 Registration Statement registering the shares held by DCTS, and providing that the license shall be cancellable in the event of the Company’s failure to commercialize the DCTS technology.
On March 31, 2026, the Company owed DCTS the amount of $1,498,714. The Company has not been able to make the full monthly payments of $40,000 per month, owing to a lack of funds. Notwithstanding the failure of the Company to make the monthly payments, the Company continues to have unrestricted access to the License.
AgEye Technologies Inc Software Royalty License Agreement
On January 14, 2026, the Company entered into a Software License Agreement with AgEye Technologies Inc. (AgEye) for the commercialization, distribution, sublicensing, or other monetization of AgEye’s proprietary automated indoor farming systems and related software. The Company agreed to issue 2,500,000 common shares to AgEye as an advance royalty payment for six months commencing on the date of the agreement. Commencing six months after the effective date, the Company shall pay to AgEye 1% of net sales resulting from the company’s commercialization, distribution, sublicensing, or other monetization of the Licensed Software.
NOTE 6 – CONVERTIBLE PROMISSORY NOTE PAYABLE
On October 2, 2025, the Company issued a convertible promissory note in the amount of $132,300 to an unrelated third party and received proceeds of $112,445 net of Original Issuer Discount (OID) of $19,845. The note bears interest at 6.3% per annum and matures on April 20, 2026. If a Registration Statement for the underlying shares is filed on Form S-1 and is effective, the principal and any accrued and unpaid interest shall be convertible at the option of the holder into Common Stock of the Company at any time, beginning six months after the Original Issue Date, and until this Note is no longer outstanding. The conversion price shall be 85% of the average of the three lowest Volume-Weighted Average Prices of the Common Stock for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the Conversion Date.
In accordance with ASC 815-10, the embedded derivative was initially measured at fair value on the issuance date and is subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The derivative liability is classified as a Level 3 fair value measurement under ASC 820, Fair Value Measurement, as its valuation relies on significant unobservable inputs, including the Company’s stock price, expected volatility, expected term, and risk-free interest rate. Significant changes in any of these assumptions could result in a materially different fair value measurement.
At issuance, the Company measured the embedded derivative liability at its fair value of $91,803. The fair value of the derivative was recorded as a liability with a corresponding debt discount to the carrying value of the Note. The combined discount associated with the OID and the derivative liability is amortized to Amortization of Debt Discount over the term of the Note using the effective interest method in accordance with ASC 835-30, Interest—Imputation of Interest and ASC 470-20, Debt with Conversion and Other Options.
| F-11 |
The derivative liability was valued using the Black-Scholes option pricing model with the following assumptions: stock price of $0.52, conversion price of $0.442, expected life of 0.55 years, expected volatility of 204%, and a risk-free interest rate of 3.62%.
As of March 31, 2026, the fair value of the derivative liability was $40,512. The decrease in fair value from the date of issuance to March 31, 2026, resulted in a gain in the change in fair value of derivative liability, which was recognized in the Company’s statement of operations for the three months ended March 31, 2026, in accordance with ASC 815-15.
NOTE 7 – NOTE PAYABLE – PAYCHECK PROTECTION PROGRAM LOAN
On April 24, 2020, the Company obtained a small business loan under the Paycheck Protection Program (the “Loan”) of the Cares Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in amount the amount of $199,920.
The Loan carries an interest rate of 1% per annum. Interest and Principal payments are deferred for a period of 6 months. Should the Loan not be forgiven, payment of principal and interest would be due on April 24, 2022, unless the lender and the Company agree to extend the term to 5 years. As of the date of this report, the loan has not been extended, and currently the Company is in default of the loan.
Provided that the Company has used at least 60% of the loan proceeds for payroll expenses over an 8-week period, the Loan will be converted to a “grant” and under Section 1106 (i) of the CARES Act, the amount forgiven will be excluded from gross revenues for tax purposes. The Company is preparing the application for forgiveness. As of the date of this report, the lender has not demanded repayment of the loan.
NOTE 8 - STOCKHOLDERS’ DEFICIT
Series A Preferred Shares
On December 31, 2025, the Company had 1,155 shares of Series A Preferred Shares issued and outstanding. The Series A Preferred Shares are convertible into shares of the Company’s common stock at a rate of 1 Series A Preferred Shares into 1,000 shares of Common Stock. One Series A Preferred Share has voting rights equal to 1,000 shares of Common Stock.
On March 10, 2026, 1,000 Series A Preferred Shares were converted into 1,000,000 shares of Common Stock.
Common Stock
On March 31, 2026, the Company had 11,585,828 shares of Common Stock issued and outstanding.
On May 15, 2025, the Company effected a consolidation of its Common Shares in the ratio of 1 new share for every 10 old shares. The Company issued 4,433 new shares for rounding. The number and price per share of all issuances prior to May 15, 2025 have been adjusted to reflect the consolidation of the Common Stock.
Common Stock issued for Services
On October 28, 2025, the Company issued 50,000 Common Shares to a consultant in compensation for services rendered. The Company recorded compensation expense in the amount of $30,000.
On January 13, 2026, the Company issued 20,000 shares of Common Stock to two Directors in compensation for services rendered. The Company recorded compensation expense in the amount of $10,400.
Conversion of Preferred Stock
On March 10, 2026, 1,000 series A Preferred Shares were converted into 1,000,000 shares of Common Stock.
Stock Option Incentive Plan
The Company maintains the 2024 Stock Option Plan (the “Plan”), under which employees, officers, and directors may be granted options to purchase common stock. Options generally vest on issuance and expire three to five years after the grant date.
During the three months ending March 31, 2026, the Company had the following stock option activity:
| F-12 |
| Number of Options Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Term (Years) | Aggregate Intrinsic Value ($’000) | |||||||||||||
| Outstanding at January 1, 2026 | 500,000 | $ | 2.06 | 2.79 | $ | 1,030,000 | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Forfeited or expired | — | — | — | — | ||||||||||||
| Outstanding at March 31,2026 | 500,000 | $ | 2.06 | 2.54 | $ | 1,030,000 | ||||||||||
| Exercisable at March 31,2026 | 500,000 | $ | 2.06 | 2.54 | $ | 1,030,000 | ||||||||||
During the three months ending March 31, 2026, and 2025, respectively, the Company did not record any Stock Option Expense.
NOTE 9 - EQUITY INCENTIVE PLAN
On March 1, 2024, the Company’s Board of Directors approved the 2024 Equity Incentive Plan (“2024 Equity Incentive Plan” or the “Plan”). The 2024 Equity Incentive Plan reserves a maximum of 10,000,000 shares of the Company’s common stock to be issued under the Plan. The 2024 Equity Incentive Plan provides for the grant of options to officers, directors, employees, and consultants. The Board of Directors is authorized to set the terms of options to be granted as to the number of shares, vesting terms, and expiration dates. The exercise price of options granted under the Plan shall be equal to the fair market value of the common stock on the grant date.
NOTE 10 - RELATED PARTY TRANSACTIONS
Digital Cavalier Technology Services Inc. License Agreement
On February 9, 2022, the Company entered into a License Agreement with Digital Cavalier Services Technology Inc. that allows for the Company to license, market and sell the technology of Digital Cavalier Services Technology Inc. The Company agreed to issue stock to DCTS, whereby DCTS became a related party as more fully described in Note 5 above.
AgEye Technologies Inc. Software License Royalty Agreement
On January 14, 2026, the Company entered into a software license and royalty agreement with AgEye Technologies Inc. The agreement provides for a license to certain software, an initial six-month exclusivity/advance royalty period, support and maintenance services, and the issuance of 2,500,000 shares of the Company’s common stock as an advance royalty payment.
As of March 31, 2026, the Company had not issued the 2,500,000 shares, had not received access to or use of the AgEYE software/platform, and had not received related services or other current economic benefit under the agreement. Accordingly, the Company did not recognize an asset, expense, liability, or equity issuance related to the agreement as of March 31, 2026. Any previously recorded entries related to the agreement were reversed.
The Company will reassess the accounting for the agreement in future periods when shares are issued, software access or services are provided, and the Company obtains enforceable rights with present or future economic benefits.
Advance from Related Party
During the three months ending March 31, 2026, a related party advanced $100,000 to the Company.
Transactions with Related Parties in the ordinary course of business
The Company engages in transactions with related parties in the ordinary course of business, including financing arrangements, consulting services, and equity transactions involving entities and individuals affiliated with the Company’s management.
The Company maintained accounts payable and other obligations to related parties, including entities affiliated with a Director, the Chief Financial Officer and other related parties, arising from consulting services and other arrangements. Such balances were outstanding during the period and are included within accounts payable and accrued expenses in the accompanying financial statements. As of March 31, 2026, accounts payable and other obligations due to related parties totaled $485,773.
| F-13 |
NOTE 11 – CONTINGENT LIABILITIES
Litigation
In the ordinary course of its business, the Company may be involved in various legal proceedings involving a variety of matters, the outcomes of which are inherently unpredictable and subject to significant uncertainties. The Company is not aware of any pending legal proceedings that could have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. The Company expenses legal fees in the periods in which they are incurred.
Commitments and Contingencies
In March 2026, the Company received correspondence from the British Columbia Securities Commission (the "BCSC") indicating that the Company is considered an OTC reporting issuer in British Columbia under Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets, and is therefore required to comply with applicable Canadian continuous disclosure filing requirements, including the filing of certain annual and interim financial statements, management's discussion and analysis, annual information forms, insider reports, and personal information forms for certain directors, officers, and insiders.
The Company has engaged Canadian legal counsel and is working with the BCSC to address the matter. In May 2026, the Company and certain officers and directors executed undertakings agreeing, among other things, not to trade or purchase securities of the Company in or from British Columbia, and not to authorize or permit a distribution of the Company's securities in British Columbia, until the Company's Form S-1 or Form S-1/A is declared effective by the SEC and the BCSC confirms that the Company has made the required filings to its satisfaction.
The BCSC has deferred enforcement action to allow the Company time to complete its filing process. As of the date of these financial statements, no cease trade order has been issued, and management is not aware of any other enforcement action pending or contemplated by the BCSC. However, if the Company fails to satisfy its outstanding filing obligations by the applicable deadline, the BCSC could issue a cease trade order prohibiting trading in the Company's securities in British Columbia. Management believes the likelihood of a material loss from this matter is reasonably possible but not probable, and an estimate of any potential loss cannot be made at this time.
NOTE 12 – SEGMENT INFORMATION
The Company operates as one operating segment and one reportable segment focused on the development and commercialization of its technology. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM reviews financial information on a consolidated basis, including net loss and operating expenses, to assess performance and make resource allocation decisions.
The CODM evaluates segment performance primarily based on net loss. The Company had no revenues during the three months ended March 31, 2026.
| Segment Information | Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | ||||||
| Significant segment expenses: | ||||||||
| General and administrative expenses | $ | 2,970 | $ | 9,821 | ||||
| Professional fees | $ | 233 | $ | 42,255 | ||||
| Compensation - related parties | $ | 51,817 | $ | 56,000 | ||||
| Amortization of debt discount | $ | 61,604 | — | |||||
| Interest expense | $ | 10,055 | $ | 26,148 | ||||
| Other segment items: | ||||||||
| Change in fair value of derivative liability | $ | (32,056 | ) | — | ||||
| Segment net loss | $ | (94,623 | ) | $ | (134,224 | |||
Other segment items consist of the change in fair value of the derivative liability, which represents a non-cash gain included in net loss.
Because the Company operates as a single reportable segment, segment revenues and segment net loss reconcile directly to the amounts presented in the condensed statements of operations.
The Company had no revenue from external customers during the period. The Company had no long-lived assets as of March 31, 2026. The Company’s operations are located in the United States. The Company had no major customers during the period.
| F-14 |
NOTE 13 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations through the date of these unaudited condensed financial statements were available to be issued, August 10, 2026, and has determined that there were no significant subsequent events or transactions that are required to be disclosed in the financial statements for the three months ended March 31, 2026, other than as follows.
On April 20, 2026, the Convertible Promissory Note issued to an unrelated third party on October 2, 2025, matured. The Note has not been converted or repaid, and accordingly, the Company is currently in default of the Note.
On May 18, 2026, a related party settled certain amounts owing to a creditor. The Company recorded an advance from the related party in the amount of $55,425.
On May 21, 2026, in connection with the regulatory matter described in Note 11, the Company, together with its Chief Executive Officer, Chief Financial Officer, and certain directors, executed undertakings with the British Columbia Securities Commission (the "BCSC"). Under the terms of the undertakings, the Company and these individuals agreed not to trade or purchase securities of the Company in or from British Columbia, and not to authorize, permit, or acquiesce in any distribution of the Company's securities in British Columbia, until both (i) the Company's Form S-1 or Form S-1/A is declared effective by the SEC, and (ii) the BCSC confirms in writing that the Company has made the required filings under Multilateral Instrument 51-105 to its satisfaction. The BCSC has deferred enforcement action to allow the Company time to complete its filing process. As of the date of these financial statements, no cease trade order has been issued by the BCSC.
On June 23, 2026, a related party advanced $55,000 to the Company. The advance is interest-free and has no fixed terms for repayment.
On June 30, 2026 the Company issued 2,500,000 shares of Common Stock to AgEye Technologies Inc. (AgEye), pursuant to the software license and royalty agreement entered into between the Company and AgEye on January 14, 2026.
On August 7, 2026 the Company issued 129,500 shares of Common Stock in satisfaction of the obligation to issue shares in connection with monies advanced to the Company under a fully converted Convertible Promissory Note.
| F-15 |
YOUNEEQAI TECHNICAL SERVICES, INC.
ANNUAL FINANCIAL STATEMENTS
For the years ended December 31, 2025 and 2024
(Audited)
| Page | |||
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 587) | F-17 | ||
| BALANCE SHEETS | F-18 | ||
| STATEMENTS OF OPERATIONS | F-19 | ||
| STATEMENTS OF STOCKHOLDERS’ DEFICIT | F-20 | ||
| STATEMENTS OF CASH FLOWS | F-21 | ||
| NOTES TO ANNUAL FINANCIAL STATEMENTS | F-22 |
| F-16 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
YouneeqAI Technical Services, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of YouneeqAI Technical Services, Inc. (the “Company”) as of December 31, 2025, and 2024, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
The Company's Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RBSM LLP
| We have served as the Company’s auditor since 2024. |
| New York, NY |
|
August 10, 2026 PCAOB ID Number 587 |
| F-18 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||
| BALANCE SHEETS | ||||||||
| AS OF DECEMBER 31, 2025, AND 2024 | ||||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 3,296 | $ | 5,304 | ||||
| Total Assets | $ | 3,296 | $ | 5,304 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | 764,392 | 420,334 | ||||||
| Advances Payable, Related Party | 206,043 | 164,531 | ||||||
| Obligation to Issue Common Shares | 323,750 | 323,750 | ||||||
| License Royalty Liability | 1,498,714 | 1,498,714 | ||||||
| Convertible Note Payable, Net of Discount | 49,532 | — | ||||||
| Derivative Liability | 72,568 | — | ||||||
| Note Payable, Current | 209,056 | 199,920 | ||||||
| Total Current Liabilities | 3,124,055 | 2,607,249 | ||||||
| Total Liabilities | 3,124,055 | 2,607,249 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, $0.001 par value, 10,000,000 shares authorized, 1,155 shares issued and outstanding, as of December 31, 2025, and 2024, respectively | 1 | 1 | ||||||
| Common Stock, $0.001 par value, 200,000,000 shares authorized, 10,565,828 and 10,515,828 shares issued and outstanding as of December 31, 2025, and 2024, respectively | 10,566 | 10,515 | ||||||
| Additional Paid-In Capital | 40,357,416 | 40,177,636 | ||||||
| Accumulated Deficit | (43,488,741 | ) | (42,790,097 | ) | ||||
| Total Stockholders' Deficit | (3,120,759 | ) | (2,601,945 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 3,296 | $ | 5,304 | ||||
| The accompanying notes are an integral part of these Financial Statements. | ||||||||
| F-19 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||
| STATEMENTS OF OPERATIONS | ||||||||
For the Year Ended December 31, | For the Year Ended December 31, | |||||||
| 2025 | 2024 | |||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative | $ | 184,360 | $ | 7,585,918 | ||||
| Professional Fees | 160,982 | 547,653 | ||||||
| Amortization of Debt Discount | 26,806 | — | ||||||
| Compensation, Related Parties | 295,000 | 215,817 | ||||||
| Total Expenses | 667,148 | 8,349,388 | ||||||
| LOSS BEFORE OTHER INCOME (EXPENSE) | (667,148 | ) | (8,349,388 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Other Income | — | 117,760 | ||||||
| Change in Fair value of Derivative Liability | 19,235 | — | ||||||
| Loss on Extinguishment of Debt | — | (114,753 | ) | |||||
| Interest (Expense) | (50,731 | ) | (21,083 | ) | ||||
| Total Other (Expense) Income | (31,496 | ) | (18,076 | ) | ||||
| NET LOSS BEFORE PROVISION FOR INCOME TAXES | (698,644 | ) | (8,367,464 | ) | ||||
| Provision for Income Taxes | — | — | ||||||
| NET LOSS | $ | (698,644 | ) | $ | (8,367,464 | ) | ||
| LOSS PER SHARE: | ||||||||
| Basic Loss per Share | $ | (0.07 | ) | $ | (0.86 | ) | ||
| Diluted Loss per Share | $ | (0.07 | ) | $ | (0.86 | ) | ||
| Basic Weighted Average Shares Outstanding Adjusted for the 10:1 consolidation of common shares on May 15, 2025 | 10,528,157 | 9,733,759 | ||||||
| Diluted Weighted Average Shares Outstanding Adjusted for the 10:1 consolidation of common shares on May 15, 2025 | 10,528,157 | 9,733,759 | ||||||
| The accompanying notes are an integral part of these Financial Statements. | ||||||||
| F-20 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||||||||||||||||||||||
| STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT | ||||||||||||||||||||||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | ||||||||||||||||||||||||||||
| FOR THE YEAR ENDED DECEMBER 31, 2024 | ||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| No of Shares | Amount $ | No of Shares | Amount $ | Additional Paid In Capital $ | Accumulated Deficit $ | Total Stockholders’ Deficit $ | ||||||||||||||||||||||
| Ending Balance, December 31, 2023 | 1,155 | 1 | 5,515,345 | 5,515 | 32,199,526 | (34,422,632 | ) | (2,217,590 | ) | |||||||||||||||||||
| Common Stock Issued for Services | — | — | 4,615,000 | 4,615 | 7,110,385 | — | 7,115,000 | |||||||||||||||||||||
| Fair Value of Options Granted | — | — | 432,625 | — | 432,625 | |||||||||||||||||||||||
| Common Stock for Cash | — | — | 250,000 | 250 | 299,750 | — | 300,000 | |||||||||||||||||||||
| Conversion of Note Payable, Related Party | — | — | 135,483 | 136 | 135,348 | — | 135,484 | |||||||||||||||||||||
| Net (Loss) | — | — | — | — | — | (8,367,464 | ) | (8,367,464 | ) | |||||||||||||||||||
| Ending Balance, December 31, 2024 | 1,155 | 1 | 10,515,828 | 10,516 | 40,177,636 | (42,790,097 | ) | (2,601,945 | ) | |||||||||||||||||||
| FOR THE YEAR ENDED DECEMBER 31, 2025 | ||||||||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | |||||||||||||||||||||||||||
| No of Shares | Amount $ | No of Shares | Amount $ | Additional Paid In Capital $ | Accumulated Deficit $ | Total Stockholders’ Deficit $ | ||||||||||||||||||||||
| Ending Balance, December 31, 2024 | 1,155 | 1 | 10,515,828 | 10,516 | 40,177,636 | (42,790,097 | ) | (2,601,945 | ) | |||||||||||||||||||
| Common Stock Issued for Services | — | — | 50,000 | 50 | 29,950 | 30,000 | ||||||||||||||||||||||
| Fair Value of Stock Options Granted | — | — | — | — | 149,830 | — | 149,830 | |||||||||||||||||||||
| Net (Loss) | — | — | — | — | — | (698,644 | ) | (698,644 | ) | |||||||||||||||||||
| Ending Balance, December 31, 2025 | 1,155 | 1 | 10,565,828 | 10,566 | 40,357,416 | (43,488,741 | ) | (3,120,759 | ) | |||||||||||||||||||
The accompanying notes are an integral part of these Financial Statements.
| F-21 |
| YOUNEEQAI TECHNICAL SERVICES, INC. | ||||||||
| STATEMENTS OF CASH FLOW | ||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024 | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net Loss | $ | (698,644 | ) | $ | (8,367,464 | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ||||||||
| Stock Compensation | 179,830 | 7,547,625 | ||||||
| Loss on Extinguishment of Debt | — | 114,753 | ||||||
| Amortization of Debt Discount | 26,807 | 3,907 | ||||||
| Change In Fair Value of Derivative Liability | (19,235 | ) | — | |||||
| Non- Cash Items in Interest Expense | 50,732 | 11,620 | ||||||
| Changes in Operating Assets & Liabilities: | ||||||||
| Accounts Payable and Accrued Expenses | 344,058 | 380,872 | ||||||
| License Royalty Liability | — | (137,136 | ) | |||||
| Net Cash Used In Operating Activities | (116,453 | ) | (445,807 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Convertible Promissory Note Issues | 112,445 | — | ||||||
| Advances from Related Party | 2,600 | 150,000 | ||||||
| Repayments to Related Parties | (600 | ) | — | |||||
| Proceeds from Sale of Common Stock | — | 300,000 | ||||||
| Net Cash Provided by Financing Activities | 114,445 | 450,000 | ||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,008 | ) | 4,193 | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 5,304 | 1,111 | ||||||
| CASH AND CASH EQUIVALENTS, END OF THE YEAR | $ | 3,296 | $ | 5,304 | ||||
| SUPPLEMENATAL CASH FLOW DISCLOSURES | ||||||||
| Non Cash Investing Activities | ||||||||
| Cash Paid for Interest | $ | — | $ | 5,500 | ||||
| Cash Paid for Taxes | $ | — | $ | — | ||||
| Non Cash Financing Activities | ||||||||
| Common stock issued for Promissory Note Conversion | $ | — | $ | 135,483 | ||||
| Common stock issued for Services | $ | 30,000 | $ | 7,547,625 | ||||
| The accompanying notes are an integral part of these Financial Statements. | ||||||||
| F-22 |
YOUNEEQAI TECHNICAL SERVICES, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025, AND 2024
NOTE 1 – OPERATIONS
Organization and Description of Business
The Company was incorporated in Nevada on November 28, 2007. Over time, the Company changed its name and business focus through several strategic transitions. In October 2022, the Company filed an amendment to change its name to YouneeqAI Technical Services, Inc., which was approved by FINRA on March 30, 2023. The Company is currently focused on AI-related technology services.
Name Change
In October 2022, the Company filed an amendment to its Articles of Incorporation to change its name to YouneeqAI Technical Services, Inc. (“YouneeqAI” or the “Company”), the action was approved by the OTC Market/FINRA on March 30, 2023.
Line of Credit Promissory Note
In May 2022, the Company entered into a Line of Credit Promissory Note with a Mr. Thomas Yang, in exchange for advancing funds to support ongoing operations and the Company’s efforts to file a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission. (“SEC”) The funds are subject to an interest rate of 12% per annum with interest only payments to be made monthly. The Line of Credit Promissory Note is convertible into shares of the Company’s restricted common stock at $0.05 per share. Both outstanding principal and accrued interest are convertible.
The Line of Credit further provided that if the Company or Digital Cavalier Technology Services Inc. terminates the License Agreement, 2,500 of the Series A Preferred Shares held by Digital Cavalier Technology Services Inc. shall be transferred to Mr. Yang. All funds remaining under the Line of Credit Note Payable will remain due in full.
On April 14, 2023, principal and interest amounting to $804,688 was converted into 16,093,760 shares of restricted common stock.
On February 15, 2024, principal and interest amounting to $66,741 were converted into 1,354,830 shares of common stock and the promissory note was extinguished.
Consolidation of Common Shares
On May 15, 2025, the Company effected a consolidation of its Common Shares in the ratio of 1 new share for every 10 old shares. The Company issued 4,433 new shares for rounding.
Convertible Promissory Note
On October 2, 2025, the Company issued a convertible promissory note in the amount of $132,300 to an unrelated third party and received proceeds of $112,445 net of Original Issuer Discount of $19,845. The note bears interest at 6.3% per annum and matures on April 20, 2026. If a Registration Statement for the underlying shares is filed on Form S-1 and is effective, the principal and any accrued and unpaid interest shall be convertible at the option of the holder into Common Stock of the Company at any time, beginning six months after the Original Issue Date, and until this Note is no longer outstanding. The conversion price shall be 85% of the average of the three lowest Volume-Weighted Average Prices of the Common Stock for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the Conversion Date.
| F-23 |
NOTE 2 - GOING CONCERN
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt and the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
The financial statements are prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $43,488,741 on December 31, 2025, and recognized net losses of $698,644 and $8,367,464 for the years ended December 31, 2025, and 2024, respectively.
Liquidity
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.
During the year ended December 31, 2025, the Company received proceeds from the issuance of a Convertible Promissory note to an unrelated third party in the amount of $112,445 and Advances from Related Parties in the amount of $2,600; and repaid $600 of the Advances from Related Parties. The Company used $460,511 to support continuing operations. Changes in working capital accounts provided $344,058.
As of December 31, 2025, the Company had a cash balance of $3,296 and had a working capital deficiency in the amount of $3,120,759.
As of the date of this report, the Company’s existing cash resources and existing borrowing availability are not sufficient to support planned operations for the next 12 months and the Company will need to obtain additional funding from investors and lenders to continue operations. Management believes that the Company will be able to secure additional funding sufficient to continue operating activities for at least one year past the issuance date of the financial statements.
The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is seeking sources of additional financing to ensure continuation of the Company’s operations and to fully execute the next phase of the Company’s growth initiatives. For the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. Any capital raised will be through either private placement or convertible debt and will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy the minimum cash requirements for the one year from the date the financials were issued with either equity financing, convertible debt or, if necessary, loans from shareholders.
There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements. The Company has experienced recurring losses that raise substantial doubt about its ability to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
NOTE 3 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
Use of Estimates
The preparation of the financial statements to be in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates.
Management is also responsible for disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period.
| F-24 |
Revenue Recognition
The Company recognizes revenue in accordance with ASC Topic 606 – Revenue from Contracts with Customers (“ASC 606”) to depict the transfer of control to the company’s customers in an amount reflecting the consideration to which the company expects to be entitled. The Company determines revenue recognition through the following steps:
| i. | Identification of the contract, or contracts, with a customer |
| ii. | Identification of the performance obligations in the contract |
| iii. | Determination of the transaction price |
| iv. | Allocation of the transaction price to the performance obligations in the contract |
| v. | Recognition of revenue, when, or as, the company satisfies the performance obligations. |
The Company applies ASC 606, Revenue from Contracts with Customers, to contracts that meet the criteria for recognition under that guidance. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive.
During 2023, the Company entered into an Exclusive Rights Agreement with RC365 Holdings PLC (“RC365”) pursuant to which the Company granted RC365 certain rights to sell, distribute, and market the Company’s intellectual property in the United Kingdom. Consideration under the arrangement included 6,000,000 RC365 shares, to be delivered in tranches, and a 1% royalty on gross revenue generated by RC365 from use of the platform.
Concurrently, the Company entered into a Share Purchase Agreement with FNB Enterprises Ltd. (“FNB”) to sell the RC365 shares to FNB. Due to the uncertainty surrounding collection under the related arrangements, management concluded that collectability was not probable and, accordingly, the arrangement did not meet the criteria for revenue recognition under ASC 606 during the years ended December 31, 2025, and 2024. Therefore, the Company recognized no revenue related to the RC365/FNB arrangement during 2025 or 2024.
During 2024, the Company received cash payments totaling $117,708 from FNB related to amounts previously expected under the share sale arrangement. Consistent with the Company’s accounting conclusion for the arrangement, these receipts were not recognized as revenue and were recorded as other income in the statement of operations.
Any future royalties earned under the RC365 arrangement, if and when the related recognition criteria are met, will be recognized in accordance with ASC 606’s guidance for sales- or usage-based royalties on licenses of intellectual property.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash equivalents as of December 31, 2025, and 2024.
Concentration of Credit Risk
As of December 31, 2025, and 2024, the Company held cash in bank of $3,296 and $5,304, respectively
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2025, and 2024, the Company held cash in bank of $3,296 and $5,304, respectively. At December 31, 2025 the Company had not experienced losses on its bank accounts and management believes the Company is not exposed to significant risks on these accounts.
Fair Value of Financial Instruments and Derivative Financial Instruments
The Company’s financial instruments include cash and cash equivalents and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments approximate fair value on December 31, 2025, and 2024.
The Company’s financial assets and liabilities carried at fair value have been classified based upon a hierarchy defined by GAAP. The hierarchy gives the highest ranking to fair values determined using unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest ranking to fair values determined using methodologies and models
| F-25 |
with unobservable inputs (Level 3). An asset’s or a liability’s classification is based on the lowest level of input that is significant to its measurement. For example, a financial asset or liability carried at fair value would be classified in Level 3 if unobservable inputs were significant to the instrument’s fair value, even though the measurement may be derived using inputs that are both observable (Levels 1 and 2) and unobservable (Level 3).
The Company estimates fair values using prices from third parties or internal pricing methods. Fair value estimates received from third-party pricing services are based on reported trade activity and quoted market prices when available, and other market information that a market participant would use to estimate fair value.
On August 31, 2023, the Company entered into an Exclusive Rights Agreement with RC365 Holdings PLC, granting RC365 Holdings PLC rights to sell, distribute and market the Company’s intellectual property in the United Kingdom. In consideration of these rights, RC365 Holdings agreed to issue up to a total of 6,000,000 shares of their publicly traded common stock to the Company. The first tranche of 3,000,000 shares was received prior to September 30, 2023, with the second tranche to be received in February 2024. The fair value of investments in marketable securities are determined by the most recently traded price of the security at the time of issuance. The Company recorded the value of the shares as an Investment in Marketable Securities and a corresponding deferred income of $952,647. As of the date of the Auditors’ Report, the Company has not received the second tranche of 3,000,000 shares of RC365 Holdings.
Concurrently, the Company entered into a Share Purchase Agreement with a third party, FNB Enterprises, Ltd. FNB Enterprises agreed to purchase the 3,000,000 shares of RC365 Holdings PLC for a purchase price of £0.10 per share. On September 29, 2023, the Company delivered the shares to FNB and recognized Other Accounts Receivable in the amount of $650,700 and a loss on investment of $301,947. At December 31, 2023, as the Company had not received funds for payment, a bad debt expense in the amount of $650,700 was recognized. On March 11, 2024, a payment of $67,760 was received. On March 26, 2024, a further payment of $49,952, for a total of $117,708 payments against the outstanding amount. As of December 31, 2025 and the date of the Auditors’ Report, no further amounts have been received.
On October 2, 2025, the Company issued a convertible promissory note in favor of an unrelated third party. In accordance with ASC 470-20, Debt with Conversion and Other Options, at issuance, the Company measured the embedded derivative liability at its fair value of $91,803. As of December 31, 2025, the fair value of the derivative liability was $72,568. The decrease in fair value from issuance through December 31, 2025 resulted in a gain in the change in fair value of derivative liability, which was recognized in the Company’s statement of operations for the year ended December 31, 2025, in accordance with ASC 815-10.
The Company uses the fair value hierarchy to measure the fair value of its warrant liabilities and investments available for sale. The Company revalues its financial instruments at every reporting period. The Company recognizes gains or losses on the change in fair value of the derivative liabilities as “change in fair value of derivative liability” in the statements of operations. The valuation of the investments available for sale was based on the Black-Scholes valuation model using market rate assumptions.
The following table provides the financial assets and liabilities measured on a recurring basis and reported at fair value on the balance sheets as of December 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| December 31, 2025 | ||||
| Derivative Liabilities | $ | 72,568 | ||
The following table presents the changes in fair value of the derivative liability:
| Derivative Liability | ||||
| Fair value as of December 31, 2024 | — | |||
| Initial value of derivative conversion feature | $ | 91,803 | ||
| Change in fair value | $ | (19,235 | ) | |
| Fair value as of December 31, 2025 | $ | 72,568 | ||
| F-26 |
The key inputs into the Black Scholes valuation model for the Level 3 valuations as of December 31, 2025 are as follows:
| December 31, 2025 | ||||
| Term (years) | $ | 0.30 | ||
| Stock price | $ | 0.52 | ||
| Exercise price | $ | 0.44 | ||
| Dividend yield | 0 | % | ||
| Expected volatility | 158 | % | ||
| Risk free interest rate | 3.62 | % | ||
| Number of shares | 304,035 | |||
Advertising Costs
Advertising and promotion costs are expensed as incurred. The Company did not incur advertising and promotion expenses during the years ended December 31, 2025, and 2024.
Income Taxes
In accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in our financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. No tax liability was recorded as of December 31, 2025 and 2024, respectively.
Earnings Per Share
Earnings per share is calculated in accordance with FASB ASC 260-10, “Earnings per Share”. Basic earnings per common share ("EPS") are computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all potentially dilutive common shares were issued, unless doing so is anti-dilutive.
At December 31, 2025, the following securities which were convertible into Common stock, but have not been included the calculation of weighted average number of common shares outstanding as their inclusion would been anti-dilutive:
| i. | 1,155 Series A Convertible Preferred Shares convertible into 1,155,000 shares of Common Stock* |
| ii. | 440,000 Share Options exercisable into 440,000 shares of Common Stock* |
| iii. | 129,500 shares of Common Stock to be issued in connection with a fully-converted Convertible Note Payable |
*Adjusted for the 10:1 consolidation of Common Shares on May 15, 2025
Dividends
The Company did not adopt any policy regarding payment of dividends. No dividends were paid during the years ended December 31, 2025, and 2024.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”), which requires all share-based payments be recognized in the financial statements based on their fair values. In accordance with ASC 718, the Company has elected to apply ASU 718 to both employee and non-employee share-based payments and use the Black-Scholes option pricing model to determine the fair value of options granted. The Company recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.
| F-27 |
NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB") and are adopted by us as of the specified effective date. We believe that the impact of recently adopted and recently issued accounting pronouncements will not have a material impact on our balance sheets, results of operations and cash flows.
In July 2023, the FASB issued ASU 2023-03, “Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718)”, to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance, and the adoption had no material impact on its financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the provisions of this ASU in 2024 and applied the provisions retrospectively to each period presented in the financial statements. Adoption of the new standard did not have a material impact on our financial statements.
In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 from the Company’s inception. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.
NOTE 5 – RIGHTS AGREEMENT
RC365 Holdings PLC
On August 31, 2023, the Company entered into an Exclusive Rights Agreement (“Rights Agreement”) with RC365 Holdings PLC (“RC365 Holdings”) granting them the right to sell, distribute and market the intellectual property of the Company in the United Kingdom, subject to terms and conditions of the Rights Agreement. RC365 Holdings shall have the right of first refusal to purchase any additional territories, at a price and terms no less favorable than any offer received by the Company from a third party in connection with any such other territory. Any such purchase of additional territories shall be subject to mutual written agreement between the parties, except as expressly permitted in the Rights Agreement. RC365 Holding’s rights and obligations under the Rights Agreement are not sub-licensable.
The Company shall receive 1% of all gross revenue (excluding VAT and any other taxes applicable in any part of the Territory) generated and received by the Grantee from the use of the Platform, by the Grantee and any Customers. The term of the Rights Agreement is 10 years, with automatic renewals, assuming compliance with the terms of the Agreement, of subsequent 5-year terms. For the years ended December 31, 2025, and 2024, the Company did not recognize any revenue under this agreement.
As consideration for the granting of the rights, RSC365 Holdings issued a total of 3,000,000 common shares to the Company, with a second tranche of 3,000,000 shares to be delivered on or before October 15, 2024.
The Company had not received or been issued the second tranche of 3,000,000 shares of RC365 Holdings on December 31, 2023. The License Agreement was subsequently amended to defer delivery of the remaining 3,000,000 shares to February 28, 2024. On March 8, 2024, the License Agreement with RC365 Holdings was amended to defer any further compensation under the License Agreement to no later than October 15, 2024. As of May 5, 2026, the Company has not received these shares.
| F-28 |
Share Purchase Agreement – FNB Enterprises, Ltd
Concurrently with the execution of the Rights Agreement, the Company entered into a Share Purchase Agreement with FNB Enterprises Ltd.to sell up to 6,000,000 shares of the common stock of RC 365 Holdings held by the Company for a price of £0.20 per share. FNB Enterprises Ltd. has a right to purchase RC365 Holdings common shares in increments, provided that the number of shares purchased shall not exceed 3% of the total issued and outstanding common shares of RC365 Holdings.
The Share Purchase Agreement did not originally provide for any adjustment to the purchase price. However, the Company and FNB Enterprises agreed to renegotiate the purchase price owing to fluctuations in the market price of the RC365 shares. The Share Purchase Agreement did not have a set termination date, other than the sale of all 6,000,000 shares.
On November 16, 2023, FNB Enterprises and the Company entered into an Amendment to the Share Purchase Agreement. The Amendment provides for the following:
| i. | The purchase price of the shares was reduced to £0.10 per share. |
| ii. | 3,000,000 shares are to be purchased and paid for by February 13, 2024, for a total purchase consideration of $348,000. |
| iii. | The next tranche of shares is to be purchased on or before February 28, 2024; and |
| iv. | The remaining tranches are to be purchased by April 30, 2024. |
| v. | The initial purchase of 3,000,000 shares for 10 pence per share shall be purchased on or before February 13, 2024, or the Share Purchase Agreement shall expire without notice. |
| vi. | For the balance of 3,000,000 shares, the first tranche thereof must be purchased on or before February 13, 2024, or the Share Purchase Agreement shall expire without notice. |
| vii. | Any remaining balance of the shares shall be purchased in full on or before April 30, 2024, or the Share Purchase Agreement expires without notice, or further remedy. |
On September 30, 2023, the purchase of the 3,000,000 shares of RC 365 Holdings was initiated. As a result, the Company on September 30, 2023, transferred 3,000,000 shares to FNB Enterprises on September 30, 2023. Even though the Share Purchase Agreement provided for payment against delivery of shares, the Company was induced to transfer the shares without payment on the promise of facilitation of early payment, which did not occur. Payment for the shares was originally delayed, as the parties commenced renegotiation of the purchase price.
The purchase price was subsequently renegotiated and, in an Amendment, dated November 16, 2023, reduced to £0.10 per share for approximately $348,000 or $0.11 per share. Owing to the significant uncertainty surrounding the collectability of the debt owed by FNB, the Company has not recognized any revenue in connection with the Rights Agreement or the sale of RC365 shares to FNB Enterprises.
On March 11, 2024, a payment of $67,760 was received from FNB Enterprises. On March 26, 2024, a further payment of $49,952 was received from FNB, for a total amount of $117,708, which amount the Company recorded as other Income. As of the date of the Auditors’ Report, the remaining amount of $230,288 has not been received.
| F-29 |
NOTE 6 – DIGITAL CAVALIER LICENSE AGREEMENT
On February 9, 2022, the Company entered into a License Agreement with Digital Cavalier Technology Services Inc. (DCTS), allowing the Company to license, market and sell DCTS’s software as a service (SaaS) AI personalization engine and services for e-commerce, content marketing, digital publishing, and other related industries.
In consideration of the license, the Company agreed to pay a total of $1,960,000 in monthly installments of $40,000 for 25 months and a license fee of 5% of monthly gross revenues arising from the sale or marketing of the product. In addition, the License Agreement required the issuance of 3,000 shares of Series A Preferred Stock valued at $600,000. As a result of the issuance of the Preferred Stock, DCTS became the majority shareholder of the Company.
The License Agreement has a term of 25 months and automatically renews for 24-month periods if the License Agreement is in good standing.
The Company recorded an intangible asset and a corresponding liability of $1,960,000 for the License. On December 31, 2022, the Company performed an impairment review of the License and determined that due to the absence of revenue generated, an impairment was necessary. After performance of a discounted cash flow, the license was impaired to $Nil. The Company recognized an impairment loss in the amount of $1,960,000 during the year ended December 31, 2022.
In February 2023, the License was extended for a further 24 months, contingent upon the Company filing an effective Form S-1 Registration Statement registering the shares held by DCTS, and providing that the license shall be cancellable in the event of the Company’s failure to commercialize the DCTS technology.
On December 31, 2025, the Company owed DCTS the amount of $1,498,714. The Company has not been able to make the full monthly payments of $40,000 per month, owing to a lack of funds. Notwithstanding the failure of the Company to make the monthly payments, the Company continues to have unrestricted access to the License.
NOTE 7 – CONVERTIBLE NOTE PAYABLE, RELATED PARTY
On May 7, 2022, the Company entered into a Convertible Line of Credit Promissory Note (the “LOC”). The LOC had a borrowing limit of $575,000 of which the Company drew down $411,000. The LOC bears an annual interest rate of 12% and matures on May 1, 2026. The LOC can be converted into common shares of the Company at a conversion price with a 25% discount to the closing price of the Volume Weighted Average Price (“VWAP”) for the ten consecutive trading days prior to conversion. The LOC contains a merger clause whereby if the Company does not complete the full merger into American Hemp Ventures, Inc. (“AMHV”), the Company shall issue 2,500 Preferred Class A Shares to the lender. The Company completed the merger into AMHV prior. The LOC embedded conversion feature requires bifurcation and is accounted for separately as a derivative liability because the LOC does not contain an explicit share limit upon conversion. Upon issuance, the Company recorded a debt discount in the amount of $411,000, a derivative liability in the amount of $506,436 and excess of the value of the derivative over the face value of the note in the amount of $95,436, which was recorded directly to interest expense at the date of issuance. The derivative liability was valued using the Black-Scholes option pricing model with the following assumptions: stock price of $0.27, conversion price of $0.20, expected life of 4 years, expected volatility of 258.10%, and risk-free interest rate of 3.00%.
On December 12, 2022, the Company entered into an amendment to increase the borrowing limit to $825,000, adjust the conversion rate to a fixed price of $0.05 per share of common stock, and consented to an agreement whereby if the Company cancels the DCTS software license agreement acquired on February 9, 2022, the Company shall issue 2,500 Preferred Class A Shares to the lender. The current principal balance at that time of modification was $486,688. For accounting purposes, the modification of the original terms was treated as an extinguishment of debt and recorded a loss on extinguishment in the amount of $584,695.
On April 14, 2023, the lender converted $806,688 of principal and interest into 16,093,760 shares of common stock in accordance with the terms of the LOC. Upon conversion, the Company recorded amortization of debt discount in the amount of $525,607 and recognized a loss on extinguishment of debt in the amount of $6,963,110.
In May 2023, the Company borrowed $40,000, in the aggregate, under two loans from the lender with the same terms as the modified LOC terms. The Company agreed to issue 1,295,000 pre-consolidation shares of common stock as a fee to the lender. The Company recorded a debt discount of $40,000 in relation to the conversion features and the license agreement clauses, and interest expense of $283,750. As of the date of this report, the 1,295,000 pre-consolidation shares of common stock have not been issued. The Company expects to issue the shares by March 31, 2026.
On February 27, 2024, the lender converted $66,741 of principal and interest into 1,354,827 shares of common stock in accordance with the terms of the LOC. Upon conversion, the Company recorded interest expense in the amount of $3,907, amortization of debt discount in the amount of $47,019 and recognized a loss on extinguishment of debt in the amount of $114,753, respectively.
| F-30 |
NOTE 8 – CONVERTIBLE PROMISSORY NOTE PAYABLE
On October 2, 2025 the Company issued a convertible promissory note in the amount of $132,300 to an unrelated third party and received proceeds of $112,445 net of Original Issuer Discount (OID) of $19,845. The note bears interest at 6.3% per annum and matures on April 20, 2026. If a Registration Statement for the underlying shares is filed on Form S-1 and is effective, the principal and any accrued and unpaid interest shall be convertible at the option of the holder into Common Stock of the Company at any time, beginning six months after the Original Issue Date, and until this Note is no longer outstanding. The conversion price shall be 85% of the average of the three lowest Volume-Weighted Average Prices of the Common Stock for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the Conversion Date.
In accordance with ASC 815-10, the embedded derivative was initially measured at fair value on the issuance date and is subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The derivative liability is classified as a Level 3 fair value measurement under ASC 820, Fair Value Measurement, as its valuation relies on significant unobservable inputs, including the Company’s stock price, expected volatility, expected term, and risk-free interest rate. Significant changes in any of these assumptions could result in a materially different fair value measurement.
At issuance, the Company measured the embedded derivative liability at its fair value of $91,803. The fair value of the derivative was recorded as a liability with a corresponding debt discount to the carrying value of the Note. The combined discount associated with the OID and the derivative liability is amortized to interest expense over the term of the Note using the effective interest method in accordance with ASC 835-30, Interest—Imputation of Interest and ASC 470-20, Debt with Conversion and Other Options.
The derivative liability was valued using the Black-Scholes option pricing model with the following assumptions: stock price of $0.52, conversion price of $0.442, expected life of 0.55 years, expected volatility of 204%, and a risk-free interest rate of 3.62%.
As of December 31, 2025, the fair value of the derivative liability was $72,568. The decrease in fair value from the date of issuance to December 31, 2025 resulted in a gain in the change in fair value of derivative liability, which was recognized in the Company’s statement of operations for the year ended December 31, 2025, in accordance with ASC 815-10.
NOTE 9 – NOTE PAYABLE – PAYCHECK PROTECTION PROGRAM LOAN
On April 24, 2020, the Company obtained a small business loan under the Paycheck Protection Program (the “Loan”) of the Cares Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) in amount the amount of $199,920.
The Loan carries an interest rate of 1% per annum. Interest and Principal payments are deferred for a period of 6 months. Should the Loan not be forgiven, payment of principal and interest would be due on April 24, 2022, unless the lender and the Company agree to extend the term to 5 years. As of the date of this report, the loan has not been extended, and currently the Company is in default of the loan.
Provided that the Company has used at least 60% of the loan proceeds for payroll expenses over an 8-week period, the Loan will be converted to a “grant” and under Section 1106 (i) of the CARES Act, the amount forgiven will be excluded from gross revenues for tax purposes. The Company is preparing the application for forgiveness. As of the date of this report, the lender has not demanded repayment of the loan.
NOTE 10 - EQUITY INCENTIVE PLAN
On March 1, 2024, the Company’s Board of Directors approved the 2024 Equity Incentive Plan (“2024 Equity Incentive Plan” or the “Plan”). The 2024 Equity Incentive Plan reserves a maximum of 10,000,000 shares of the Company’s common stock to be issued under the Plan. The 2024 Equity Incentive Plan provides for the grant of options to officers, directors, employees, and consultants. The Board of Directors is authorized to set the terms of options to be granted as to the number of shares, vesting terms, and expiration dates. The exercise price of options granted under the Plan shall be equal to the fair market value of the common stock on the grant date.
| F-31 |
NOTE 11 - RELATED PARTY TRANSACTIONS
Digital Cavalier Technology Services Inc. License Agreement
On February 9, 2022, the Company entered into a License Agreement with Digital Cavalier Services Technology Inc. that allows for the Company to license, market and sell the technology of Digital Cavalier Services Technology Inc. The Company agreed to issue stock to DCST, whereby DCTS became a related party as more fully described in Note 6 above.
Convertible Line of Credit Promissory Note
On May 7, 2022, the Company entered into a Convertible Line of Credit Promissory Note (the “LOC”) with a shareholder as more fully described in Note 7 above.
Advances from Related Party
On January 22, 2024, a shareholder, and the holder of the Line of Credit Promissory Note, advanced the Company further funds in the amount of $100,000 under a loan agreement separate from the Line of Credit Promissory Note. The funds were due on February 13, 2024, together with interest in the amount of $1,150. On March 1, 2024, the Company agreed to pay interest on the amount advanced at 12% per annum and the lender agreed to extend the date of repayment to March 31, 2024. On February 20, 2024, the Company paid $1,050 of the interest due.
On May 8, 2024, the shareholder, and the holder of the Line of Credit Promissory Note, advanced the Company further funds in the amount of $50,000 under a loan agreement separate from the Line of Credit Promissory Note. The advance shall accrue interest at 12% per annum.
During the year ended December 31, 2025, two shareholders, both related parties, advanced $2,600 in aggregate to the Company and the Company repaid $600 to one of the shareholders and related parties.
General Services Agreements
On March 1, 2024, the Company entered into a General Services Agreement with its Chief Executive Officer, Murray Galbraith. The General Services Agreement has a term of 3 years, expiring on February 27, 2027. Commencing March 1, 2024, Mr. Galbraith is to receive a monthly gross fee of $7,500 and is eligible at the determination of the Board of Directors to receive stock options under the Company’s 2024 Equity Incentive Plan. A compensation review shall be performed by the Board of Directors in October 2024 and thereafter annually, a month after the financial year ends. Mr. Galbraith will receive a one-time bonus of $50,000 upon the successful uplisting of the Company’s publicly traded common stock from the OTCID to the OTC QB and the completion of a public offering of not less than $10 Million.
On March 1, 2024, the Company entered into General Service Agreements with Calderan Ventures, Ltd, (“Calderan Ventures”), an entity owned by a director of the Company, James Romano. The General Service Agreement has a term of 3 years, expiring on February 27, 2027. Starting March 1, 2024, Calderan Ventures is to receive a monthly gross fee of $7,500 and is eligible at the determination of the Board of Directors to receive stock options under the Company’s 2024 Equity Incentive Plan. A compensation review shall be performed by the Board of Directors in October 2024 and thereafter annually, a month after the year end. Calderan Ventures will receive a one-time bonus of $50,000 upon the successful uplisting of the Company’s publicly traded common stock from the OTCID to the OTC QB and the completion of a public offering of not less than $10 Million.
Compensation paid to Related Parties
On March 1, 2024, the Company granted stock options for 2,000,000 shares each to Mr. Galbraith and Calderan Ventures (of which Mr. James Romano, a director of the Company, is an officer). The options were fully vested upon issuance, are exercisable at $2.00 per share and expire on February 28, 2029. The Company recognized Stock Compensation expense in the amount of $395,022 in connection with these awards.
On March 1, 2024, the Company granted stock options for 40,000 shares to a consultant. The options are fully vested upon issuance, are exercisable at $2.00 per share and expire on February 28, 2027. The Company recognized Stock Compensation expense in the amount of $37,603 in connection with this award.
The number of options awarded and the exercise price of the options have been adjusted to reflect the 10:1 consolidation of the company’s Common Stock on May 15, 2025
| F-32 |
On May 19, 2025, the Company appointed Ms. Sophie Galper, Ms. Julia Hansen and Mr. Jason Grant to the Board of Directors and granted 20,000 options to each new director. The options are fully vested upon issuance, are exercisable at $2.50 per share and expire on May 19, 2027. The Company recognized Stock Compensation expense in the amount of $149,830 in connection with these awards.
On October 28, 2025, the Company issued 50,000 Common Shares to a consultant in compensation for services rendered. The Company and recorded compensation expense of $30,000.
NOTE 12 – CONTINGENT LIABILITIES
Litigation
During March 2024, a former officer and director of the Company claimed $40,235 from the Company in unpaid fees for services rendered, and on April 6, 2024, instituted a claim against the Company and a shareholder and creditor, Mr. Thomas Yang, for the payment of this amount and accrued interest. On May 15, 2024, the Company paid the former officer and director of the Company $ 43,746 in full and final settlement of all claims against the Company.
In the ordinary course of its business, the Company may be involved in various legal proceedings involving a variety of matters, the outcomes of which are inherently unpredictable and subject to significant uncertainties. The Company is not aware of any pending legal proceedings that could have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. The Company expenses legal fees in the periods in which they are incurred.
NOTE 13 - STOCKHOLDERS’ DEFICIT
Preferred Shares
On December 31, 2025, the Company had 1,155 shares of Series A Preferred Shares issued and outstanding. The Series A Preferred Shares are convertible into shares of the Company’s common stock at a rate of 1 Series A Preferred Shares into 1,000 shares of Common Stock. One share of Series A Preferred stock has voting rights equal to 1,000 shares of Common stock.
Common Stock
On December 31, 2025, the Company had 10,565,828 shares of common stock issued and outstanding.
On May 15, 2025, the Company effected a consolidation of its Common Shares in the ratio of 1 new share for every 10 old shares. The Company issued 4,433 new shares for rounding. The number and price per share of all issuances prior to May 15, 2025 have been adjusted to reflect the consolidation of the Common Stock.
Conversion of Convertible Promissory Note
On February 27, 2024, the Company issued 135,483 shares of common stock $0.50 per share in connection with the conversion of the related party convertible promissory note payable.
Common Stock issued for Consulting Services
On February 15, 2024, the Company issued a total of 3,315,000 shares of its restricted common stock in connection with a series of consulting agreements that were entered into for services to be provided to the Company in connection with uplisting its publicly traded common stock and arranging a public financing. The shares were valued at $1.00 per share and the company recognized stock compensation expense in the amount of $3,315,000. The consulting agreements terminate at the option of the consultants.
On February 15, 2024, the Company entered into a consulting agreement with a consultant for business services. The consulting agreement provides for compensation of 300,000 shares of common stock valued at a price of $1.00 per share. The Company recorded Stock Compensation expense in the amount of $300,000. The agreement terminates at the option of the consultant.
On March 14, 2024, the Company entered into a consulting agreement with a shareholder of the Company. The Consulting Agreement may be terminated at any time by either party. The Consulting Agreement provides for compensation of 600,000 shares of the Company’s registered common stock at $3.50 per share. The Company recognized $2,100,000 in stock compensation expense.
| F-33 |
On March 15, 2024, the Company entered into a consulting agreement with an existing consultant for business services. The consulting agreement provides for compensation of 400,000 shares of common stock in addition to the 300,000 shares issued to him on February 15, 2024. The 400,000 shares were valued at a price of $3.50 per share and the Company recorded Stock Compensation Expense in the amount of $1,400,000. The agreement terminates at the option of the consultant.
Common Stock issued for Services
On October 28, 2025, the Company issued 50,000 Common Shares to a consultant in compensation for services rendered. The Company and recorded compensation expense of $30,000.
Common Stock issued for Cash
On March 15, 2024, the Company entered into a Stock Subscription Agreement, with an unrelated third party for the sale of 66,667 shares of its restricted common stock in the amount of $100,000 cash.
On March 26, 2024, the Company entered into a Stock Subscription Agreement, with an unrelated third party for the sale of 33,333 shares of its restricted common stock in the amount of $50,000 cash.
On July 2, 2024, the Company entered into a Stock Subscription Agreement, with an unrelated third party for the sale of 150,000 shares of its restricted common stock in the amount of $150,000 cash.
Stock Options
Stock Option Incentive Plan
The Company maintains the 2024 Stock Option Plan (the “Plan”), under which employees, officers, and directors may be granted options to purchase common stock. Options generally vest on issuance and expire three to five years after the grant date.
During the year ended December 31, 2025, the Company had the following stock option activity:
| Number of Options Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Term (Years) | Aggregate Intrinsic Value ($’000) | |||||||||||||
| Outstanding at January 1, 2025 | 440,000 | $ | 2.00 | 3.98 | $ | 880,000 | ||||||||||
| Granted | 60,000 | $ | 2.50 | 1.38 | — | |||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Forfeited or expired | — | — | — | — | ||||||||||||
| Outstanding at December 31, 2025 | 500,000 | $ | 2.06 | 2.79 | $ | 1,030,000 | ||||||||||
| Exercisable at December 31, 2025 | 500,000 | $ | 2.06 | 2.79 | $ | 1,030,000 | ||||||||||
The fair value of stock options granted during the year ended December 31, 2025 was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions:
| Expected volatility | 459 | % | ||
| Expected term (years) | 2.0 | |||
| Risk-free interest rate | 4.07 | % | ||
| Dividend yield | 0 | % | ||
| Weighted-average grant-date fair value | $ | 2.50 |
During the years ended December 31, 2025, and 2024, the Company recorded Stock Option Expense in the amounts of $149,830 and $432,625, respectively.
| F-34 |
NOTE 14 – SEGMENT INFORMATION
The Company operates as one operating segment and one reportable segment focused on the development and commercialization of its technology. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM reviews financial information on a consolidated basis, including net loss and operating expenses, to assess performance and make resource allocation decisions.
The CODM evaluates segment performance primarily based on net loss. The Company had no revenues during the year ended December 31, 2025.
| Segment Information | Year ended December 31, 2025 | Year ended December 31, 2024 | ||||||
| Significant segment expenses: | ||||||||
| General and administrative expenses | $ | 184,360 | $ | 7,585,918 | ||||
| Professional fees | $ | 160,982 | $ | 547,653 | ||||
| Compensation - related parties | $ | 295,000 | $ | 215,817 | ||||
| Interest expense (income) | $ | 50,731 | $ | 21,083 | ||||
| Other segment items: | ||||||||
| Other Income | — | $ | 117,760 | |||||
| Segment net income (loss) | $ | (698,644 | ) | $ | (8,367,464 | ) | ||
Other segment items consist of the amortization of debt discount, gain or loss on extinguishment of debt and change in fair value of the derivative liability, which together represent a non-cash expense included in net loss.
Because the Company operates as a single reportable segment, segment revenues and segment net loss reconcile directly to the amounts presented in the condensed statements of operations.
The Company had no revenue from external customers during the period. The Company had no long-lived assets as of December 31, 2025. The Company’s operations are located in the United States. The Company had no major customers during the period.
NOTE 15 - SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations through the date of these financial statements were available to be issued, August 10, 2026, and has determined that there were no significant subsequent events or transactions that are required to be disclosed in the financial statements for the year ended December 31, 2025, other than as follows.
On January 14, 2026, the Company entered into a Software License Agreement with AgEye Technologies Inc. (AgEye) for the commercialization, distribution, sublicensing, or other monetization of AgEye’s proprietary automated indoor farming systems and related software. The Company agreed to issue 2,500,000 common shares to AgEye as an advance royalty payment for six months commencing on the date of the agreement. Commencing six months after the effective date, the Company shall pay to AgEye 1% of net sales resulting from the company’s commercialization, distribution, sublicensing, or other monetization of the Licensed Software. On June 30, 2026, the Company issued the 2,500,000 common shares and recorded an advance royalty payment asset of $2,500,000, being the fair value of the shares on the date of issue.
On January 14, 2026, Mr. M Galbraith and Mmes. S Galper and J Hansen resigned as Directors of the Company, and Messrs. P Field, N Genty and C Rowlison were appointed Directors of the Company.
On January 21, 2026, the Company received an advance in the amount of $100,000 from a related party shareholder.
On May 18, 2026, a related party settled certain amounts owing to a creditor. The Company recorded an advance from the related party in the amount of $55,425.
On April 20, 2026, the Convertible Promissory Note issued to an unrelated third party on October 2, 2025, matured. The Note has not been converted or repaid, and accordingly, the Company is currently in default of the Note.
In March 2026, the Company received correspondence from the British Columbia Securities Commission (the "BCSC") indicating that the Company is considered an OTC reporting issuer in British Columbia under Multilateral Instrument
| F-35 |
51-105, Issuers Quoted in the U.S. Over-the-Counter Markets, and is therefore required to comply with applicable Canadian continuous disclosure filing requirements, including the filing of certain annual and interim financial statements, management's discussion and analysis, annual information forms, insider reports, and personal information forms for certain directors, officers, and insiders.
The Company has engaged Canadian legal counsel and is working with the BCSC to address the matter. In May 2026, the Company and certain officers and directors executed undertakings agreeing, among other things, not to trade or purchase securities of the Company in or from British Columbia, and not to authorize or permit a distribution of the Company's securities in British Columbia, until the Company's Form S-1 or Form S-1/A is declared effective by the SEC and the BCSC confirms that the Company has made the required filings to its satisfaction.
The BCSC has deferred enforcement action to allow the Company time to complete its filing process. As of the date of these financial statements, no cease trade order has been issued, and management is not aware of any other enforcement action pending or contemplated by the BCSC. However, if the Company fails to satisfy its outstanding filing obligations by the applicable deadline, the BCSC could issue a cease trade order prohibiting trading in the Company's securities in British Columbia. On May 21, 2026, the Company, together with its Chief Executive Officer, Chief Financial Officer, and certain directors, executed undertakings with the British Columbia Securities Commission (the "BCSC"). Under the terms of the undertakings, the Company and these individuals agreed not to trade or purchase securities of the Company in or from British Columbia, and not to authorize, permit, or acquiesce in any distribution of the Company's securities in British Columbia, until both (i) the Company's Form S-1 or Form S-1/A is declared effective by the SEC, and (ii) the BCSC confirms in writing that the Company has made the required filings under Multilateral Instrument 51-105 to its satisfaction. The BCSC has deferred enforcement action to allow the Company time to complete its filing process. As of the date of these financial statements, no cease trade order has been issued by the BCSC.
On June 23, 2026, a related party advanced $55,000 to the Company. The advance is interest-free and has no fixed terms for repayment.
On August 7, 2026, the Company issued 129,500 common shares in satisfaction of an obligation to issue shares in connection with monies advanced under a convertible promissory note, which was converted in full on February 27, 2024.
| F-36 |
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Item 13. Other Expenses of Issuance and Distribution.
We have expended, or will expend fees in relation to this registration statement as detailed below:
| Expenditure Item | Amount | |||
| Attorney Fees | $ | 25,000 | ||
| Accountant Fees | $ | 50,000 | ||
| Transfer Agent Fees | $ | 2,000 | ||
| SEC Registration fees (estimated) | $ | 1,618 | ||
| Miscellaneous Expenses (estimated) | $ | 8,000 | ||
| Total | $ | 86,618 | ||
Item 14. Indemnification of Directors and Officers.
We are a Nevada corporation and generally governed by the Nevada Private Corporations Code, Title 78 of the Nevada Revised Statutes, or NRS.
Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.
Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, except an action by or on behalf of the corporation, if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS also requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.
Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of NRS requires a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company if so provided in the corporations articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws or other agreement.
Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
Our Articles of Incorporation and Bylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that:
We shall indemnify our directors and officers to the fullest extent permitted by the NRS against expense, liability and loss reasonably incurred or suffered by them in connection with their service as an officer or director; and
| II-1 |
We may purchase and maintain insurance, or make other financial arrangements, on behalf of any person who holds or who has held a position as a director, officer, or representative against liability, cost, payment, or expense incurred by such person.
At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.
Item 15. Recent sales of unregistered securities.
We have sold shares as unregistered securities in the past 2 years relying upon an exemption from registration under the Securities Act of 1933.
On May 15, 2025, the Company effected a consolidation of its Common Shares in the ratio of 1 new share for every 10 old shares. The Company issued 4,433 new shares for rounding. The number and price per share of all issuances prior to May 15, 2025 have been adjusted to reflect the consolidation of the Common Stock.
Issuer Purchases of Equity Securities
We did not repurchase any shares of our common stock during the period June 30, 2024 through March 31, 2026.
Conversion of Convertible Promissory Note
On February 27, 2024, the Company issued 135,483 shares of common stock $0.50 per share in connection with the conversion of the related party convertible promissory note payable.
Convertible Promissory Note
On October 2, 2025, the Company issued a convertible promissory note in the amount of $132,300 to an unrelated third party and received proceeds of $112,445 net of Original Issuer Discount of $19,845. The note bears interest at 6.3% per annum and matures on April 20, 2026. If a Registration Statement for the underlying shares is filed on Form S-1 and is effective, the principal and any accrued and unpaid interest shall be convertible at the option of the holder into Common Stock of the Company at any time, beginning six months after the Original Issue Date, and until this Note is no longer outstanding. The conversion price shall be 85% of the average of the three lowest Volume-Weighted Average Prices of the Common Stock for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the Conversion Date.
Common Stock issued for Consulting Services
On February 15, 2024, the Company issued a total of 3,315,000 shares of its restricted common stock in connection with a series of consulting agreements that were entered into for services to be provided to the Company in connection with uplisting its publicly traded common stock and arranging a public financing. The shares were valued at $1.00 per share and the company recognized stock compensation expense in the amount of $3,315,000. The consulting agreements terminate at the option of the consultants.
On February 15, 2024, the Company entered into a consulting agreement with a consultant for business services. The consulting agreement provides for compensation of 300,000 shares of common stock valued at a price of $1.00 per share. The Company recorded Stock Compensation expense in the amount of $300,000. The agreement terminates at the option of the consultant.
On March 14, 2024, the Company entered into a consulting agreement with a shareholder of the Company. The Consulting Agreement may be terminated at any time by either party. The Consulting Agreement provides for compensation of 600,000 shares of the Company’s registered common stock at $3.50 per share. The Company recognized $2,100,000 in stock compensation expense.
On March 15, 2024, the Company entered into a consulting agreement with an existing consultant for business services. The consulting agreement provides for compensation of 400,000 shares of common stock in addition to the 300,000 shares issued to him on February 15, 2024. The 400,000 shares were valued at a price of $3.50 per share and the Company recorded Stock Compensation Expense in the amount of $1,400,000. The agreement terminates at the option of the consultant.
Common Stock issued for Services
On October 28, 2025, the Company issued 50,000 Common Shares to a consultant in compensation for services rendered. The Company and recorded compensation expense of $30,000.
| II-2 |
On January 13, 2026, the Company issued 20,000 shares of Common Stock to two Directors in compensation for services rendered. The Company recorded compensation expense in the amount of $10,400.
Common Stock issued for Cash
On March 15, 2024, the Company entered into a Stock Subscription Agreement, with an unrelated third party for the sale of 66,667 shares of its restricted common stock in the amount of $100,000 cash.
On March 26, 2024, the Company entered into a Stock Subscription Agreement, with an unrelated third party for the sale of 33,333 shares of its restricted common stock in the amount of $50,000 cash.
On July 2, 2024, the Company entered into a Stock Subscription Agreement, with an unrelated third party for the sale of 150,000 shares of its restricted common stock in the amount of $150,000 cash.
Common Stock issued for AgEYE License
On January 14, 2026, the Company entered into a Software License Agreement with AgEYE Technologies Inc. (AgEYE) for the commercialization, distribution, sublicensing, or other monetization of AgEYE’s proprietary automated indoor farming systems and related software. The Company agreed to issue 2,500,000 common shares to AgEYE as an advance royalty payment for six months commencing on the date of the agreement. Commencing six months after the effective date, the Company shall pay to AgEYE 1% of net sales resulting from the company’s commercialization, distribution, sublicensing, or other monetization of the Licensed Software. On June 30, 2026, the Company issued the 2,500,000 common shares and recorded an advance royalty payment asset of $2,500,000, being the fair value of the shares on the date of issue.
Common Stock issued in connection with a fully-converted Convertible Promissory Note
On August 7, 2026, the Company issued 129,500 common shares in satisfaction of an obligation to issue shares in connection with monies advanced under a convertible promissory note, which was converted in full on February 27, 2024.
Stock Options
The Company maintains the 2024 Stock Option Plan (the “Plan”), under which employees, officers, and directors may be granted options to purchase common stock. Options generally vest on issuance and expire three to five years after the grant date.
During the three months ending March 31, 2026, the Company had the following stock option activity:
| Number of Options Outstanding | Weighted-Average Exercise Price | Weighted-Average Remaining Term (Years) | Aggregate Intrinsic Value ($’000) | |||||||||||||
| Outstanding at January 1, 2026 | 500,000 | $ | 2.06 | 2.79 | $ | 1,030,000 | ||||||||||
| Granted | — | — | — | — | ||||||||||||
| Exercised | — | — | — | — | ||||||||||||
| Forfeited or expired | — | — | — | — | ||||||||||||
| Outstanding at March 31,2026 | 500,000 | $ | 2.06 | 2.54 | $ | 1,030,000 | ||||||||||
| Exercisable at March 31,2026 | 500,000 | $ | 2.06 | 2.54 | $ | 1,030,000 | ||||||||||
| 1) | Adjusted post reverse split 10:1 |
During the three months ending March 31, 2026, and 2025, respectively, the Company did not record any Stock Option Expense.
| II-3 |
The key inputs into the Black Scholes valuation model for the Level 3 valuations as of March 31, 2026 and December 31, 2025 are as follows:
| March 31,2026 | December 31, 2025 | |||||||
| Term (years) | 0.05 | 0.30 | ||||||
| Stock price | $ | 0.30 | $ | 0.52 | ||||
| Exercise price | $ | 0.26 | $ | 0.44 | ||||
| Dividend yield | 0 | % | 0 | % | ||||
| Expected volatility | 194 | % | 158 | % | ||||
| Risk free interest rate | 3.60 | % | 3.48 | % | ||||
| Number of shares to be issued on Conversion | 533,164 | 303,971 | ||||||
Conversion of Preferred Stock
On March 10, 2026, 1,000 series A Preferred Shares were converted into 1,000,000 shares of Common Stock.
| II-4 |
Item 16. Exhibits
The following exhibits are incorporated into this Form S-1 Registration
Statement:
EXHIBITS INDEX
| Incorporated by Reference | ||||
|
Exhibit Number |
Exhibit Description |
Form |
Exhibit |
Filing Date/Period End Date |
| 2.1 | Articles of Merger – 9.2.10 | * | ||
| 2.2 | Articles of Merger – 1.15.19 | * | ||
| 3(i).1 | Articles of Incorporation – 11.28.07 | * | ||
| 3(i).2 | Certificate of Amendment – 4.9.13 | * | ||
| 3(i).3 | Certificate of Reinstatement and Amendment – 3.13.17 | * | ||
| 3(i).4 | Certificate of Amendment – 9.13.22 | * | ||
| 3(i).5 | Certificate of Amendment – 1.12.23 | * | ||
| 3(ii).6 | Bylaws | * | ||
| 3(ii).7 | Amended Bylaws | * | ||
| 3(ii).8 | Amended Bylaws | * | ||
| 4.1 | Certificate of Designation – 8.25.22 | * | ||
| 4.2 | 2024 Equity Incentive Plan | * | ||
| 5.1 | Opinion of Legal Counsel | * | ||
| 10.1 | General Service Agreement - David Edmunds, CFO | * | ||
| 10.2 | General Service Agreement Amendment - David Edmunds, CFO | * | ||
| 10.3 | General Service Agreement – Calderan Ventures Ltd (James D. Romano, Director) | * | ||
| 10.4 | General Service Agreement - Christopher Rowlison, Chairman | * | ||
| 10.5 | General Service Agreement - Nicholas Genty, CEO | * | ||
| 10.6 | Share Purchase Agreement - FNB - 8.30.23 | * | ||
| 10.7 | Share Purchase Agreement Amendment – 11.16.23 | * | ||
| 10.8 | Share Purchase Agreement Amendment - 3.13.24 | * | ||
| 10.9 | Software License Agreement with AgEYE Technologies - 1.14.26 | * | ||
| 10.10 | Form of Lock-Up Agreement | * | ||
| 21 | List of Subsidiaries | * | ||
| 23.1 | Legal Opinion | * | ||
| 23.2 | Consent of Independent Registered Public Accountants | * | ||
| 107 | EX-Filing Fees | * | ||
*Filed Herewith
| II-5 |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| i. | To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| ii. | To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| i. | Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| ii. | Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| iii. | The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
5. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.
| II-6 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 11, 2026.
YOUNEEQAI TECHNICAL SERVICES, INC.
| /s/ Nicholas Genty | August 11, 2026 | |
| Nicholas Genty | ||
| (Chief Executive Officer and Principal Executive Officer) | ||
| /s/ David Edmunds | August 11, 2026 | |
| David Edmunds | ||
| (Chief Financial Officer and Principal Accounting Officer) | ||
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
| /s/ Christopher Rowlison | August 11, 2026 | |
| Christopher Rowlison, Chairman of the Board | ||
| /s/ Nicholas Genty | August 11, 2026 | |
| Nicholas Genty, Chief Executive Officer and Director | ||
| /s/ David Edmunds | August 11, 2026 | |
| David Edmunds, Chief Financial Officer | ||
| /s/ Peter Field | August 11, 2026 | |
| Peter Field, Director | ||
| /s/ Jason A. Grant | August 11, 2026 | |
| Jason A. Grant, Director | ||
| /s/ James D. Romano | August 11, 2026 | |
| James D. Romano, Director |
Exhibit 2.1
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Exhibit 2.2
*14 0 .,. . 1 ., . 05* • Artlcles of Merger (Pl,JRS:t,INn TO !12A2CO) Page 1 - -- .v - 00110, - .. - . 8ARSAAA K. CEGAVSl(f ...... .,.,o1,i.i. 2021toft!!CW - 8CIMI c:.,._c,y,,.., .. lf101 - ct01 (17$1.... 57 .. : - .f!l'IOl.ff• 1 i , l.: d i n1h e() fli teQf - • "'""'' .(<:, - r, - 20 19()0 1 87 22 - · 12 s • ' ::. ; . o . c r , s ' - - - - .. ........... , _ 01/1512019 9:17 AM St:1 1 el!JiN"e , ._.d• , ,. , o - _ E 0833272007 • 9 Articltt of MtUltc (Pu,.uant to NRS Cllept• i2A) 1) - _,...,.d_,,ot ot - ll' - t (HFllt .200): 0 = - .q -- :so =.. =:=.r - :i':!J.fl" l • MMI:.,_ /11,C llo.de«aNime Ct&JCGSut - eid,try, . , K .. a . n ,, ,off - ,l ng - - ......... ... ASCBlff<i Nflll'lt - Of .,,....Inf ..Cit, ! . < . e . ' . < . M .. b .... • _,,,..... Hco, H . - GO.,P.,.16' 0 - , F1 11 "9 F•: SSS0.00 nw,,,J.,, i,,, - • - w · . . · .. - . . .. . . , . , .
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ASC IUOSCJ.ENC INC, (A NEVAD A CORPORATION) RF . SO Lt mON OFTIIE BOARD OF DIR.F.CTOR.S The ulldimiine, :: t . t,c r,g 11111 'itheOittc : ll . lt $ af ASC AIOSCI F . NCF . $ , INC .. 11 . } . 'ie \ wh c . orp . "lnttion (l Mi on '") . piuriUM I ( - 0 lhc A l 1 ii : I U or l i Ot'I bnd B htv . s or COrpOr . ltiO,, t,td C'tiap(c, 1 8 (I( lb/ : Ne - o, • ' 4 , ; Re 1 i·isod S+a - tutts,hcn : b y< : Q n t,e n t t 0 lhefQUow in g aa i onsQfC' 1 eCc,tponti, . ,u $ of /WW)' 9 . 2019 , 11 oopyClf' 11 ,tl i th $ MD li 1 o : d with tht mi : iulf : softht iOn ; Wlr£R£AS, 1 bc Bo.ud of O i n \ :WN o(thc Co r pc:nlliot1 M ,: . QO n d aud dmn i i i n. t. btn ln t. otlkC«poo:il.lon lO dlWl,C 11 \ ,: fll'lfflC of Ilic Corporas i on1, \ 0m r ic.,n W«np Vcml'tlr<$; In,:,.,. ihnt lh e Curpcni1icln'lAni.:les of l n,:Of))Cl r .Uin n be amc nd c:d ,•i• ,betn , (Offll mag,:r par,,cuunl to ,D law lo a lT,:1;1 thU nune cllllnj;e, 1md l hilt the ('d'fieM of the C<, ti Ofl beau!Mrittd lo) fllea co &¢i i nQCltlCM:iOft with the i:"lnanci11I l nd ll $ll)' i:t.q:11l;i1«y A (FINRA) for the N.'t!O ch311g,c. (Md ¢0 dio,g lkkc r $ '1'1'lboJ ) . NOW.flltRF.fORt.8£ IT: R . ESOL vr .. o . th 111 lbe rn 11 r . < - orlhe Curp, : ,niticlf, wan t,e cbang,c . l co NnttlCAA Hemp vcncu I & : - 8 fld theCOCJ . 'Of $ lkin ·s C cn lfl,, " . ltc of lfltO'fl()(lllioo $ hal l t 1 umend c , . · i i a slx,n . form t p 11 rs mmt lO Ne \ • t, . w 11 > 11 tf« 1 !Jliuw 71 cdw : ttc - Rlo:S01 . . vt ; n . ,ttw, t1e p,M9«aft"iocnult he CotpOnrtio n be . ll!ld(';t horthml tim:by i s.1111ttioriffl1 . emp,v, - eml1:!111 d i rected in tJ ie113l ne and O il bellllf of1hc Cl'fP(lml.'tO n , 1018ktv,y nnd oil a:.(N,)Qj n:a.wn;ibly n Ot i¥.c ' ƒ (llrT}' O lll 12'1¢ in 1en1 Qf !be 400"<,c. r C$(1 1 uc i om , incl ud in g Ibo i:l'.e<:Vliofl or 1$ nn4 imting rmy fil i ngs w i th I.ho: of Nevada Or t he fl:dcrtl JW,Jtitk::$ a111Mrlt k::s 8$ 1hcy d«m n« - :S,Wy or ll!)P't9ridc. ilid ud (I ) lflC()rpornliQS n - a'hcll ty cw,'flCd Sllbsidilll)' ƒ ' tho: Ccnp,.,ndion in "Nel. - ..41 1111d the fflCf'F ,:,,( I.he' C - OrpOJ&UOf1 wi(h \ UCh Wb l! dlacy l() ct'fOCI II name etwiec af the C<lrpon 1 ioo ,is sbc, 11 - lbnn me l}llf'SU 311 ' co}' . ' 3 l 11 w, Md ( i i) tiling • corporate ocli«I notific : alion .. il h th ¢ f' l llll!'l ¢ 11 1 l ndu . , kct,t l ; i 1 • , \ U!horiry(JINRA) furlmn, : uc chtir!ge(and ku lkk . Cr 1 ,y m bol ch 11 ng . e) . 1111 d thl!I : my 11 11 lCt . iO llS w : c : fl by l hC 1 >ftloet $ in OCJnflt ..: dl)Q thcre . wilb &fl :. ho : Nlby rtst if confirme d, 11 nd 11 PP 0 \ ƒ 03 . 'Thii, Re 1 »l 11 li 011 111 $ )' l ; t !Cd i n !)I' fllin - 1111 d by r i m . i l , : and ! $ 11 ( : b ()() \ !It #'Id f 11 : 3 i nt il e«il)t« II l)c «m ¢ l 11 tjve , : id= of . W n knl end t ill i f"tC : ltiOn 1 >flh . c Cf' $ c . onta illlm here . in by lhe u is,io : d d itc, : I Qf(i ) . n . 1 . W fTNE S Wlll:REOF. lbe und«$:_$(1cd N' \ 'C$CI 1heir a$ Ibo mo:mbeN - Oltlie B08J' \ 1ot Dire - :!Or.l aflmC.O r J ,O ni l ii.'11a, ofltl.1$'.F' dly(I( Jn n uory, 2019 .
CQRPOJtATIQlflCERCERTQ:lCAT£ l, S , Melt : Spoonc . Prl : s idc o 1 of ASC Bio ica 0 ¢ S, . lnc . . • Nc \ \ ld t c«potalion (the .. Compe . oyj, bttcb) • OOf'lfi . rm . warram . and a ncsc that the f«ego ing R . tS()lll . tion of rht B<>ar,lof Dilw : 1 on Is a true And • UffiCfltic doc : 1 . rmclll . 4 uly e x ccut«I, uppn :: , 'Cd, and v • lidlr $ igncd by me 11 $ 11 dim : tcxof t!1eCo 1 l'ljX \ 1 \ ) ' . John Lee ti a d.irtt t oc of the Com:;::,11tiy. a:nd J l ut1 HawChang a, a dirCffllf oftbe Com } \ s::= S.M":r,po<><>< lly C - - ƒ '"' - 1 J - W - - S'rA' OF COUN TY OF Xl>e s s. : On this 9 '! 1 y of Jaouacy, 20 ) 9 , pc 1 Wnal 1 Y ap bc : fmo mt S . M . arlcSpoooe, who stated that he is the Pre . sidcot of ASC Bio icoccs , I .• 11 Nh'ada i()C'I, dlhat 1 . h i s inwumen 1 was $ ignc : ,d oo t,cll ; ,Jf o f $ lid ent i ty l)y a 11 thoritr . , and ad : oowledg,e,d sa id lnruumtnl IO bechls \ 'Oluntaey ac 1 . andd«xl, l)cf(l fflt: : y , 1.r,"'I; NoUlr')'public forihc Stateof - Col1>tt,CO, "'"'"'O" - - - -- - My Cot1Un l:h, iCl4 Ex.putt <&,,,,.u '2S , 2M.b _ , a,.TE0,00U:IIJIIIO NOTNlYD.,....,.. -
EXHIBIT 3(i).1
EXHIBIT 3(i).2
EXHIBIT 3(i).3
1
2
3
4
5
6
7
EXHIBIT 3(i).4
1
2
3
4
Exhibit 3.5
f! o fi t Corpora ti o n ; Cortiffcate or Amendme ri t .... . . .., 09_ · ..,,.n,,,..,.,.. Certtflcate to Accompany Restated Artlcies Of Amondf.ld and Rcttit9d Articles • •o - " Officer's $t;)tf.lmt - nt .,.,._ , , o . - •@.> l(PC Oft ,,,,,,.,,,W( O,,,XN<_OM.V • OOlfl)f I , t,,s;ltll,' ƒ ',_.llo« II - - • • ' ƒ "· fto (l( - !Wo . !1... ,· - =,, ·, . . , . , , . .,. - .,.·=...,,.=== -- ' . 0, - l'o• K a - N,,..,_I !'(incoit.,$1ili 1..IIOI.C<d« - · ·••I - OdAt>'clt1 1 - 1 · ::.: . · . ),. fys,.of -- fll \ f/looe lk ... C ; oHI > I - · c - = 'Z'z - ;.::::::.i = \ >f .. , d?<t //l «W.• - l't,,, .....,_,,,,,,1se - <Jll'ettb,u,.,;kfflat IIINdillodttooN""""" , . ,_.,, o - . - - fl»lo,..,A_ ...... :........... - ......... O ='".i - oo.i. - ...::.« .. - &t Tht \ lk lNl \ ol,W , ,c,_""_ , ,,._CfU.. ... - .... - -- 111. - ..... - .11'1' - - .,...,.,.w,0 0 ,,._:,,.,...,,. 0 d - .. - .. . - . " ,,. " ,. " . - .. . . ... .... - - .... - - i • ::, " N ' c - f'( - t,_ . . - ... .• Q;i:,.M'N>Oool,,.o,(lyu. ,_ gh•.. - ! - u:,,,..i - tt - Mo> , , oe.::
rrom Co r po r .iu o.n : C.rti!icatu of AmtM tn ont _,.,....., . ,,,_,,.>ot,,,._ C•rtlfic - .ato to Aocomp11ny RNtated ArtlcJe• Or Am•nded iind Rnt;uedArticjo, ,,.,,,.,,_,.., - n o - - ier'& S l3" 1 0m"n .,.., - - s . ei.i.... o.11o _ o ,i'2C:n ·· - - ··1 l'IN · ll - . M . - - . 11,; ............ il>M,<t i. - o.>f! t. 1 . 1 .. ,.,. - = Cl>.o ri<t_... _ o r,,.,wi,1om_,.,,,_ - - .,,.,. . : - ,c." '<o1 PO - o - c o .. n ... - w d,. , . . - , " - ' . · . - - - - . on.. - " _ , ,..,""""'_ , ......._, a - -- - o........., ... - - 0 - . - 1,o,oe. - ..... r,.,_"'""" · - .. -- ,..... , - ..,.. ; · '! £> ! Mo'1 !, erJbdl,ed "" ' " ƒ , • _,.j_ = ' - = - ==c.,;; - a:::c.,,_::,.. = : , - "• - = . = .... .,.,,.._ ., "" _ ...::.,....,,......""'• """ - .. - - ........ - - ... -- ....... .,. ... ......,.,.,.....,._.,_ - • - .. M...,.., ,,,,_ <l ,.. Wh - · - - . - . .,,._ - • -
Exhibit A
The following reverse split is hereby rescinded and cancelled and shall be deleted as ineffective from the articles:
Each share of issued and outstanding Common Stock as of a record date of October 14, 2022, is reverse split on a one-for-three basis on October 15, 2022 at 9 AM EST, such that each old share represents 1/3 of a new share. A surrender of the old share certificate is not required to be made by each shareholder, and the stockholder records will be automatically adjusted to reflect the reverse split. Fractional Shares shall be rounded up to the next whole share. Fractional shares will be rounded up to the next whole share in beneficial owner’s names. (The effective dates may be amended and extended by Board action in the event of delays in approval by Finra.)
EXHIBIT 3(ii).6
BYLAWS OF
AMERICAN HEMP VENTURES, INC.
(formerly ASC Biosciences, Inc,)
ARTICLE I OFFICES
1. Principal Office. The principal office and place of business of American Hemp Ventures, Inc. (“the Corporation”) shall be at , or at such other location as established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”).
2. Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the Corporation’s registered agent is the registered office of the Corporation in Nevada.
ARTICLE II SHAREHOLDERS
1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business may be transacted as may be properly brought before the meeting pursuant to these Bylaws, as amended from time to time (“these Bylaws”). Except as otherwise restricted by the articles of incorporation of the Corporation, as amended from time to time (“the Articles of Incorporation”) or applicable law, the Board of Directors may postpone, reschedule or cancel any annual meeting of shareholders.
2. Special Meetings.
a. Subject to any rights of shareholders set forth in the Nevada Revised Statutes (“NRS”) or the Articles of Incorporation, special meetings of the shareholders may be called only by the chairman of the board or the chief executive officer or, if there be no chairman of the board and no chief executive officer, by the president, and shall be called by the secretary upon the written request of (i) at least a majority of the Board of Directors or (ii) one or more shareholders holding not less than twenty (20) percent of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the meeting. Except as otherwise restricted by the Articles of Incorporation or applicable law, the Board of Directors may postpone, reschedule or cancel any special meeting of shareholders.
b. No business shall be acted upon at a special meeting of shareholders except as set forth in the notice of the meeting.
3. Place of Meetings. Any meeting of the shareholders of the Corporation may be held at the Corporation’s registered office in the State of Nevada or at such other place in or out of the State of Nevada and the United States as may be designated in the notice of meeting. A waiver of notice signed by all shareholders entitled to vote thereat may designate any place for the holding
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of such meeting. The Board of Directors may, in its sole discretion, determine that any meeting of the shareholders shall be held by means of electronic communications or other available technology in accordance with this Article II, Section 14.
4. Notice of Meetings; Waiver of Notice.
a. The chief executive officer, if any, the president, any vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the shareholders written notice of any shareholders’ meeting not less than ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting, the means of electronic communication, if any, by which the shareholders or the proxies thereof shall be deemed to be present and vote and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered in accordance with, and shall contain or be accompanied by such additional information as may be required by, the Nevada Revised Statutes, as amended from time to time, including, without limitation, NRS 78.379, 92A.120 or 92A.410.
b. In the case of an annual meeting, subject to Article II, Section 13, any proper business may be presented for action, except that if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan.
c. A copy of the notice shall be personally delivered or mailed postage prepaid to each shareholder of record at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any shareholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such shareholder at the registered office of the Corporation. Notwithstanding the foregoing and in addition thereto, any notice to shareholders given by the Corporation pursuant to Chapters 78 or 92A of the NRS, the Articles of Incorporation or these Bylaws may be given pursuant to the forms of electronic transmission listed herein, if such forms of transmission are consented to in writing by the shareholder receiving such electronically transmitted notice and such consent is filed by the secretary in the corporate records. Notice shall be deemed given (i) by facsimile when directed to a number consented to by the shareholder to receive notice, (ii) by e-mail when directed to an e-mail address consented to by the shareholder to receive notice, (iii) by posting on an electronic network together with a separate notice to the shareholder of the specific posting on the later of the specific posting or the giving of the separate notice or (iv) by any other electronic transmission as consented to by and when directed to the shareholder. The shareholder consent necessary to permit electronic transmission to such shareholder shall be deemed revoked and of no force and effect if (A) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with the shareholder’s consent and (B) the inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other agent of the Corporation responsible for the giving of notice.
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d. The written certificate of an individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached thereto, the date the notice was mailed or personally delivered to the shareholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice and, in the absence of fraud, an affidavit of the individual signing a notice of a meeting that the notice thereof has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit.
e. Any shareholder may waive notice of any meeting by a signed writing or by transmission of an electronic record, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.
5. Determination of Shareholders of Record.
a. For the purpose of determining the shareholders entitled to (i) notice of and to vote at any meeting of shareholders or any adjournment thereof, (ii) receive payment of any distribution or the allotment of any rights, or (iii) exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, if applicable.
b. If no record date is fixed, the record date for determining shareholders: (i) entitled to notice of and to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders shall apply to any postponement of any meeting of shareholders to a date not more than sixty (60) days after the record date or to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.
6. Quorum; Adjourned Meetings.
a. Unless the Articles of Incorporation provide for a different proportion, shareholders holding at least a majority of the voting power of the Corporation’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes or series is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series.
b. If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any
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business may be transacted which might otherwise have been transacted at the adjourned meeting as originally called. When a shareholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each shareholder of record as of the new record date. The shareholders present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough shareholders to leave less than a quorum of the voting power.
7. Voting.
a. Unless otherwise provided in the NRS, the Articles of Incorporation, or any resolution providing for the issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each shareholder of record, or such shareholder’s duly authorized proxy, shall be entitled to one (1) vote for each share of voting stock standing registered in such shareholder’s name at the close of business on the record date.
b. Except as otherwise provided in these Bylaws, all votes with respect to shares (including pledged shares) standing in the name of an individual at the close of business on the record date shall be cast only by that individual or such individual’s duly authorized proxy. With respect to shares held by a representative of the estate of a deceased shareholder, or a guardian, conservator, custodian or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity. In the case of shares under the control of a receiver, the receiver may vote such shares even though the shares do not stand of record in the name of the receiver but only if and to the extent that the order of a court of competent jurisdiction which appoints the receiver contains the authority to vote such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.
c. With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the board of directors of such other corporation or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the chairman of the board, if any, the chief executive officer, if any, the president or any vice president of such corporation; and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such shareholder upon presentation to the Corporation of satisfactory evidence of his or her authority to do so.
| d. | Notwithstanding anything to the contrary contained herein and except for |
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the Corporation’s shares held in a fiduciary capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock owned or held by it, and such shares shall not be counted in determining the total number of outstanding shares entitled to vote.
e. Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any of such shareholder’s shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
f. With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:
| i. | If only one person votes, the vote of such person binds all. |
| ii. | If more than one person casts votes, the act of the majority so voting binds all. |
| iii. | If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split. |
g. If a quorum is present, unless the Articles of Incorporation, these Bylaws, the NRS, or other applicable law provide for a different proportion, action by the shareholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the shareholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the shareholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.
| h. | If a quorum is present, directors shall be elected by a plurality of the votes |
| cast. |
8. Proxies. At any meeting of shareholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. If a shareholder designates two or more persons to act as proxies, then a majority of those persons present at a meeting has and may exercise all of the powers conferred by the shareholder or, if only one is present, then that one has and may exercise all of the powers conferred by the shareholder, unless the shareholder’s designation of proxy provides otherwise. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.
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9. Action Without A Meeting. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.
10. Organization.
a. Meetings of shareholders shall be presided over by the chairman of the board, or, in the absence of the chairman, by the vice chairman of the board, if any, or if there be no vice chairman or in the absence of the vice chairman, by the chief executive officer, if any, or if there be no chief executive officer or in the absence of the chief executive officer, by the president, or, in the absence of the president, or, in the absence of any of the foregoing persons, by a chairman designated by the Board of Directors, or by a chairman chosen at the meeting by the shareholders entitled to cast a majority of the votes which all shareholders present in person or by proxy are entitled to cast. The individual acting as chairman of the meeting may delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation present in person at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures for the maintenance of order and safety, (ii) limitation on participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit, (iii) limitation on the time allotted for consideration of each agenda item and for questions or comments by meeting participants, (iv) restrictions on entry to such meeting after the time prescribed for the commencement thereof and (v) the opening and closing of the voting polls. The Board of Directors, in its discretion, or the chairman of the meeting, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.
b. The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.
11. Consent to Meetings. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened and
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except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice, to the extent such notice is required, if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice or consent, except as otherwise provided in these Bylaws.
12. Director Nominations and Business Conducted at Meetings of Shareholders. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors or the chairman of the board or (ii) by any shareholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the notice procedures set forth in Section 2.13 of these Bylaws and who was a shareholder of record at the time such notice is delivered to the secretary of the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or the chairman of the board or (ii) by any shareholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the notice procedures set forth in Section 2.13 of these Bylaws and who was a shareholder of record at the time such notice is delivered to the secretary of the Corporation.
13. Advance Notice of Director Nominations and Shareholder Proposals by Shareholders.
a. For nominations or other business to be properly brought before an annual meeting by a shareholder and for nominations to be properly brought before a special meeting by a shareholder in each case pursuant to Section 2.12, the shareholder of record must have given timely notice thereof in writing to the secretary of the Corporation, and, in the case of business other than nominations, such other business must be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. The notice must be provided by a shareholder of record and must set forth:
i. each person, if any, whom the shareholder proposes to nominate for election or re-election as a director;
ii. a brief description of any business desired to be brought before the meeting, if any; and,
iii. (A) the name and address of such shareholder as they appear on the Corporation's books, (B) the number of shares of stock of the Corporation which are owned of record by such shareholder as of the date of the notice, and (C) a representation that the shareholder intends to appear in person or by proxy at the meeting to propose such nomination or business.
b. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such
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proposed nominee to serve as a director of the Corporation, including information relevant to a determination whether such proposed nominee can be considered an independent director.
14. Meetings Through Electronic Communications. Shareholders may participate in a meeting of the shareholders by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a shareholder and (b) provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 2.14 constitutes presence in person at the meeting.
ARTICLE III DIRECTORS
1. General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in Chapter 78 of the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws.
2. Number and Qualifications. The number of Directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the shareholders at the annual meeting of the shareholders, except as otherwise provided in the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws. Each Director elected shall hold office until his successor is elected and qualified. Board of Directors memberships are one year terms unless otherwise voted by the shareholders. Directors need not be shareholders.
3. Chairman of the Board. The Board of Directors shall elect a chairman of the board from the members of the Board of Directors, who shall preside at all meetings of the Board of Directors and shareholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board of Directors, these Bylaws or as provided by law.
4. Removal and Resignation of Directors. Except as otherwise provided in the Nevada Revised Statutes, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors. Any director may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation, to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer of the Corporation.
5. Vacancies; Newly Created Directorships. Any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships resulting from any increase in the authorized number
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of directors, may be filled by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of shareholders and when their successors are elected or appointed or until his or her earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.
6. Annual and Regular Meetings. Within two (2) business days before or after the annual meeting of the shareholders or any special meeting of the shareholders at which directors are elected (and within two (2) business days after such meeting if any individual first becomes a director by way of such election), the Board of Directors, including directors newly elected, if any, shall hold its annual meeting without call or notice other than this Section 6, to transact such business as the Board of Directors deems necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings, and if the Board of Directors so provides with respect to a regular meeting, notice of such regular meeting shall not be required.
7. Special Meetings. Except as otherwise required by law, special meetings of the Board of Directors may be called only by the chairman of the board, if any, or if there be no chairman of the board, by the chief executive officer, if any, or by the president or the secretary, and shall be called by the chairman of the board, if any, the chief executive officer, if any, the president, or the secretary upon the request of at least a majority of the Board of Directors. If the chairman of the board, or if there be no chairman of the board, each of the chief executive officer, the president, and the secretary, fails for any reason to call such special meeting, a special meeting may be called by a notice signed by at least a majority of the Board of Directors.
8. Place of Meetings. Any regular or special meeting of the Board of Directors may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.
9. Notice of Meetings. Except as otherwise provided in Article III, Section 6, there shall be delivered to each director at the address appearing for him or her on the records of the Corporation, at least twenty-four (24) hours before the time of such meeting, a copy of a written notice of any meeting (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including,
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without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75. If the address of any director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.
10. Quorum; Adjourned Meetings.
a. A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.
b. At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
11. Manner of Acting. Except as provided in Article III, Section 12, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.
12. Super-majority Approval. Notwithstanding anything to the contrary contained in these Bylaws or the Articles of Incorporation, the following actions may be taken by the Corporation only upon the approval of two-thirds of the directors present at a meeting at which a quorum is present:
| a. | Any voluntary dissolution or liquidation of the Corporation. |
| b. | The sale of all or substantially all of the assets of the Corporation. |
| c. | The filing of a voluntary petition of bankruptcy by the Corporation. |
13. Meetings through Electronic Communications. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a director or member of the committee, as the case may be, and (b) provide the directors or members of the committee a reasonable opportunity to participate in the meeting
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and to vote on matters submitted to the directors or members of the committee, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 13 constitutes presence in person at the meeting.
14. Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed manually or electronically (or by any other means then permitted under the NRS), and may be so signed in counterparts, including, without limitation, facsimile or email counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.
15. Powers and Duties.
a. Except as otherwise restricted by Chapter 78 of the NRS or the Articles of Incorporation, the Board of Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation with such powers, including the power to sub delegate, and upon such terms as it deems fit.
b. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his or her discretion, may submit any contract or act for approval or ratification at any annual meeting of the shareholders or any special meeting properly called and noticed for the purpose of considering any such contract or act, provided a quorum is present.
c. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
16. Compensation. Unless otherwise restricted by the Articles of Incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors shall be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the
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Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
17. Organization. Meetings of the Board of Directors shall be presided over by the chairman of the board, or in the absence of the chairman of the board by the vice chairman, if any, or in his or her absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary, an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.
ARTICLE IV NOTICES
1. Notice. Whenever, under the provisions of the NRS, the Articles of Incorporation or of these bylaws, notice is required to be given to any Director or shareholder, such notice shall be delivered (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director or shareholder appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75.
2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the NRS, the Articles of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Actual attendance by any person at any meeting will constitute a waiver by such person of any deficiency in the notice of such meeting.
ARTICLE V OFFICERS
1. Election. The Board of Directors shall elect or appoint a president, a secretary and a treasurer or the equivalents of such officers. Such officers shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the Board of Directors, and shall have such powers and duties and be paid such compensation as may be directed by the Board of Directors. Any individual may hold two or more offices.
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2. Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall
be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.
3. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
4. Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
5. Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation, and perform such other duties and have such other powers which are delegated to him or her by the Board of Directors, these Bylaws or as provided by law.
6. President. The president, subject to the supervision and control of the Board of Directors, shall in general actively supervise and control the business and affairs of the Corporation. The president shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the chief executive officer, if any, these Bylaws or as provided by law. The president shall be the chief executive officer of the Corporation unless the Board of Directors shall elect or appoint different individuals to hold such positions.
7. Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the president, or at the president’s request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the president, shall perform all of the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on the president. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the president, these Bylaws or as provided by law.
8. Secretary. The secretary shall attend all meetings of the shareholders, the Board of Directors and any committees thereof, and shall keep, or cause to be kept, the minutes of proceedings thereof in books provided for that purpose. He or she shall keep, or cause to be kept, a register of the shareholders of the Corporation and shall be responsible for the giving of notice of meetings of the shareholders, the Board of Directors and any committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the corporate seal, if any, the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the
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Board of Directors or any appropriate committee may direct. The secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.
9. Assistant Secretaries. An assistant secretary shall, at the request of the secretary, or in the absence or disability of the secretary, perform all the duties of the secretary. He or she shall perform such other duties as are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.
10. Treasurer. The treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the chairman of the board, if any, the chief executive officer, if any, or the president. The treasurer shall perform all other duties commonly incident to his or her office and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law. The treasurer shall, if required by the Board of Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the treasurer and for restoration to the Corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer of the Corporation has not been appointed, the treasurer may be deemed the chief financial officer of the Corporation.
11. Assistant Treasurers. An assistant treasurer shall, at the request of the treasurer, or in the absence or disability of the treasurer, perform all the duties of the treasurer. He or she shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, the treasurer, these Bylaws or as provided by law. The Board of Directors may require an assistant treasurer to give a bond to the Corporation in such sum and with such security as it may approve, for the faithful performance of the duties of the assistant treasurer, and for restoration to the Corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation.
12. Execution of Negotiable Instruments, Deeds and Contracts. All (i) checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, (ii) deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Corporation shall be a party and (iii) assignments or endorsements of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons.
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ARTICLE VI CAPITAL STOCK; CERTIFICATES
1. Issuance. Shares of the Corporation’s authorized capital stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.
2. Stock Certificates.
2.01 CERTIFICATES. The shares of the corporation’s capital stock may be represented by certificates or be uncertificated. Certificates of stock shall be issued in numerical order, and shall be signed by any two officers of the corporation as may be designated from time to time by the Board of Directors, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation before the certificate is issued, it may be issued by the corporation with the same effect as if the person were an officer on the date of issue. The certificates for such shares, if used, shall be of such tenor and design as the Board of Directors from time to time may adopt. Each such certificate of stock shall state:
(a) That the corporation is incorporated under the laws of the State of Nevada;
(b) The name of the person to whom issued;
(c) The number and class of shares and the designation of the series, if any, which such certificate represents; and
(d) The par value of each share represented by such certificate, or a statement that such shares are without par value.
Section 2.02. UNCERTIFICATED SHARES. The Board of Directors may authorize the issuance of uncertificated shares by the corporation, and may prescribe procedures for the issuance and registration of transfer thereof, and with respect to such other matters relating to uncertificated shares as the Board of Directors may deem appropriate. No such authorization shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered to the corporation.
Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall issue or cause to be issued to the holder of such shares a written statement of the information required to be included on stock certificates under the laws of the State of Nevada and these Bylaws.
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Notwithstanding the adoption of any resolution providing for uncertificated shares, each registered holder of stock represented by uncertificated shares shall be entitled, upon request to the custodian of the stock transfer books of the corporation, or other person designated as the custodian of the records of uncertificated shares, to have physical certificates representing such shares registered in such holder’s name
Section 2.03. TRANSFERS. (a) Transfers of stock shall be made only upon the stock transfer books of the corporation, kept at the registered office of the corporation or at its principal place of business, or at the office of its transfer agent or registrar and, in the case of certificated shares, before a new certificate is issued, the old certificate shall be surrendered for cancellation.
(b) Certificated shares of stock shall be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificate or an assignment separate from the certificate, or by a written power of attorney to sell, assign, and transfer the same, signed by the holder of said certificate. No certificated shares of stock shall be transferred on the books of the corporation until the outstanding certificates therefor have been surrendered to the corporation.
(c) The Board of Directors may, from time to time, by resolution open a share register in any state of the United States, and may employ such transfer agent or agents or registrars of shares as it may deem advisable to keep such register, and to record transfers of shares therein. The Board of Directors may also by resolution further define the powers and duties of such agents or registrars.
(d) All endorsements, assignments, transfers, share powers or other instruments or indicia of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two officers of the corporation as may be designated from time to time by the Board of Directors.
Section 2.04. LOST CERTIFICATES. The Board of Directors may order a new certificate or certificates of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every such case the owner of the lost certificate or certificates shall first cause to be given to the corporation a bond, with surety or sureties satisfactory to the corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters.
Section 2.05. FIXING RECORD DATE. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If
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no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
Section 2.06. REGISTERED SHAREHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any 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 provided by the laws of Nevada.
Section 2.07 MISCELLANEOUS. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation’s stock.
And be it further, RESOLVED, that the Chief Executive Officer of the corporation or such other officers as he may designate be, and they hereby are, authorized and directed to file such notices and take such other actions as they shall deem necessary or convenient, with the advice of counsel, to place the foregoing Bylaws into effect and to carry out its purposes and their authority to act shall be conclusively, but not exclusively, evidenced by such actions.
ARTICLE VII DISTRIBUTIONS
Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors and may be paid in money, shares of corporate stock, property or any other medium not prohibited under applicable law. The Board of Directors may fix in advance a record date, in accordance with and as provided in Section 2.5, prior to the distribution for the purpose of determining shareholders entitled to receive any distribution.
ARTICLE VIII RECORDS AND REPORTS; CORPORATE SEAL; FISCAL YEAR
1. Records. All original records of the Corporation shall be kept at the principal office of the Corporation by or under the direction of the secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.
2. Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.
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3. Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.
ARTICLE IX INDEMNIFICATION
1. Indemnification and Insurance.
a. Indemnification of Directors and Officers.
i. For purposes of this Article, (A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator or manager) of the Corporation or is or was serving in any capacity at the request of the Corporation as a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary administrator, partner, member or manager) of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.
ii. Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without
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limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a shareholder.
iii. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of his or her heirs, executors and administrators.
iv. The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in by him or her in connection with the defense.
b. Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.
c. Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of shareholders or directors, or otherwise.
d. Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability and expenses.
e. Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.
f. Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this Article VIII,
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Section 1 may be provided by the Corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Article VIII, Section 1, and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his action; even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
2. Amendment. The provisions of this Article IX relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Article IX, Section 2. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article IX which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article X), no repeal or amendment of these Bylaws shall affect any or all of this Article IX so as to limit or reduce the indemnification in any manner unless adopted by (i) the unanimous vote of the directors of the Corporation then serving, or (ii) by the shareholders as set forth in Article XI; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.
ARTICLE X CHANGES IN NEVADA LAW
References in these Bylaws to the laws of the State of Nevada or the NRS or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article IX, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Corporation, without the requirement of any further action by shareholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
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ARTICLE XI AMENDMENT OR REPEAL
1. Amendment of Bylaws.
a. Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to amend or repeal these Bylaws or to adopt new bylaws.
b. Shareholders. Notwithstanding Article XI, Section 1(a), these Bylaws may be amended or repealed in any respect, and new bylaws may be adopted, in each case by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.
ARTICLE XII FORUM FOR ADJUDICATION OF DISPUTES
To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s shareholders, (c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Articles of Incorporation or these Bylaws or (d) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these Bylaws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article XII.
The undersigned, as the duly elected Secretary of American Hemp Ventures, Inc., a Nevada corporation (“the Corporation”), does hereby certify that the Board of Directors of the Corporation adopted the foregoing Bylaws as of January 1, 2019.
/s/ Jiun Haw Chang
__________________________
Jiun Haw Chang
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EXHIBIT 3(ii).7
AMENDED AND RESTATED BYLAWS OF
YOUNEEQAI TECHNICAL SERVICES, INC.
(formerly American Hemp Ventures, Inc.)
ARTICLE I
OFFICES
1. Principal Office. The principal office and place of business of YouneeqAI Technical Services, Inc. (“the Corporation”) shall be at, or at such other location as established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”).
2. Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the Corporation’s registered agent is the registered office of the Corporation in Nevada.
ARTICLE II
SHAREHOLDERS
1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business may be transacted as may be properly brought before the meeting pursuant to these Bylaws, as amended from time to time (“these Bylaws”). Except as otherwise restricted by the articles of incorporation of the Corporation, as amended from time to time (“the Articles of Incorporation”) or applicable law, the Board of Directors may postpone, reschedule or cancel any annual meeting of shareholders.
2. Special Meetings.
a. Subject to any rights of shareholders set forth in the Nevada Revised Statutes (“NRS”) or the Articles of Incorporation, special meetings of the shareholders may be called only by the chairman of the board or the chief executive officer or, if there be no chairman of the board and no chief executive officer, by the president, and shall be called by the secretary upon the written request of (i) at least a majority of the Board of Directors or (ii) one or more shareholders holding not less than twenty (20) percent of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the meeting. Except as otherwise restricted by the Articles of Incorporation or applicable law, the Board of Directors may postpone, reschedule or cancel any special meeting of shareholders.
b. No business shall be acted upon at a special meeting of shareholders except as set forth in the notice of the meeting.
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3. Place of Meetings. Any meeting of the shareholders of the Corporation may be held at the Corporation’s registered office in the State of Nevada or at such other place in or out of the State of Nevada and the United States as may be designated in the notice of meeting. A waiver of notice signed by all shareholders entitled to vote thereat may designate any place for the holding of such meeting. The Board of Directors may, in its sole discretion, determine that any meeting of the shareholders shall be held by means of electronic communications or other available technology in accordance with this Article II, Section 14.
4. Notice of Meetings; Waiver of Notice.
a. The chief executive officer, if any, the president, any vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the shareholders written notice of any shareholders’ meeting not less than ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting, the means of electronic communication, if any, by which the shareholders or the proxies thereof shall be deemed to be present and vote and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered in accordance with, and shall contain or be accompanied by such additional information as may be required by, the Nevada Revised Statutes, as amended from time to time, including, without limitation, NRS 78.379, 92A.120 or 92A.410.
b. In the case of an annual meeting, subject to Article II, Section 13, any proper business may be presented for action, except that if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan.
c. A copy of the notice shall be personally delivered or mailed postage prepaid to each shareholder of record at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any shareholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such shareholder at the registered office of the Corporation. Notwithstanding the foregoing and in addition thereto, any notice to shareholders given by the Corporation pursuant to Chapters 78 or 92A of the NRS, the Articles of Incorporation or these Bylaws may be given pursuant to the forms of electronic transmission listed herein, if such forms of transmission are consented to in writing by the shareholder receiving such electronically transmitted notice and such consent is filed by the secretary in the corporate records. Notice shall be deemed given (i) by facsimile when directed to a number consented to by the shareholder to receive notice, (ii) by e-mail when directed to an e-mail address consented to by the shareholder to receive notice, (iii) by posting on an electronic network together with a separate notice to the shareholder of the specific posting on the later of the specific posting or the giving of the separate notice or (iv) by any other electronic transmission as consented to by and when directed to the shareholder. The shareholder consent necessary to permit electronic transmission to such shareholder shall be deemed revoked and of no force and effect if (A) the Corporation is unable to deliver by
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electronic transmission two consecutive notices given by the Corporation in accordance with the shareholder’s consent and (B) the inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other agent of the Corporation responsible for the giving of notice.
d. The written certificate of an individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached thereto, the date the notice was mailed or personally delivered to the shareholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice and, in the absence of fraud, an affidavit of the individual signing a notice of a meeting that the notice thereof has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit.
e. Any shareholder may waive notice of any meeting by a signed writing or by transmission of an electronic record, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.
5. Determination of Shareholders of Record.
a. For the purpose of determining the shareholders entitled to (i) notice of and to vote at any meeting of shareholders or any adjournment thereof, (ii) receive payment of any distribution or the allotment of any rights, or (iii) exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, if applicable.
b. If no record date is fixed, the record date for determining shareholders: (i) entitled to notice of and to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders shall apply to any postponement of any meeting of shareholders to a date not more than sixty (60) days after the record date or to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.
6. Quorum; Adjourned Meetings.
a. Unless the Articles of Incorporation provide for a different proportion, shareholders holding at least a majority of the voting power of the Corporation’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes or series is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power, represented in
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person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series.
b. If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might otherwise have been transacted at the adjourned meeting as originally called. When a shareholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each shareholder of record as of the new record date. The shareholders present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough shareholders to leave less than a quorum of the voting power.
7. Voting.
a. Unless otherwise provided in the NRS, the Articles of Incorporation, or any resolution providing for the issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each shareholder of record, or such shareholder’s duly authorized proxy, shall be entitled to one (1) vote for each share of voting stock standing registered in such shareholder’s name at the close of business on the record date.
b. Except as otherwise provided in these Bylaws, all votes with respect to shares (including pledged shares) standing in the name of an individual at the close of business on the record date shall be cast only by that individual or such individual’s duly authorized proxy. With respect to shares held by a representative of the estate of a deceased shareholder, or a guardian, conservator, custodian or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity. In the case of shares under the control of a receiver, the receiver may vote such shares even though the shares do not stand of record in the name of the receiver but only if and to the extent that the order of a court of competent jurisdiction which appoints the receiver contains the authority to vote such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.
c. With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the board of directors of such other corporation or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the chairman of the board, if any, the chief executive officer, if any, the president or any vice president of such corporation; and (ii) in the case of a partnership, limited liability company or other legal entity, by an
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individual representing such shareholder upon presentation to the Corporation of satisfactory evidence of his or her authority to do so.
d. Notwithstanding anything to the contrary contained herein and except for the Corporation’s shares held in a fiduciary capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock owned or held by it, and such shares shall not be counted in determining the total number of outstanding shares entitled to vote.
e. Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any of such shareholder’s shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
f. With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:
i. If only one person votes, the vote of such person binds all.
ii. If more than one person casts votes, the act of the majority so voting binds all.
iii. If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.
g. If a quorum is present, unless the Articles of Incorporation, these Bylaws, the NRS, or other applicable law provide for a different proportion, action by the shareholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the shareholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the shareholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.
h. If a quorum is present, directors shall be elected by a plurality of the votes cast.
8. Proxies. At any meeting of shareholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. If a shareholder designates two or more persons to act as proxies, then a majority of those persons present at a meeting has and may exercise all of the
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powers conferred by the shareholder or, if only one is present, then that one has and may exercise all of the powers conferred by the shareholder, unless the shareholder’s designation of proxy provides otherwise. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.
9. Action Without A Meeting. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.
10. Organization.
a. Meetings of shareholders shall be presided over by the chairman of the board, or, in the absence of the chairman, by the vice chairman of the board, if any, or if there be no vice chairman or in the absence of the vice chairman, by the chief executive officer, if any, or if there be no chief executive officer or in the absence of the chief executive officer, by the president, or, in the absence of the president, or, in the absence of any of the foregoing persons, by a chairman designated by the Board of Directors, or by a chairman chosen at the meeting by the shareholders entitled to cast a majority of the votes which all shareholders present in person or by proxy are entitled to cast. The individual acting as chairman of the meeting may delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation present in person at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures for the maintenance of order and safety, (ii) limitation on participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit, (iii) limitation on the time allotted for consideration of each agenda item and for questions or comments by meeting participants, (iv) restrictions on entry to such meeting after the time prescribed for the commencement thereof and (v) the opening and closing of the voting polls. The Board of Directors, in its discretion, or the chairman of the meeting, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.
b. The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made
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to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.
11. Consent to Meetings. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice, to the extent such notice is required, if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice or consent, except as otherwise provided in these Bylaws.
12. Director Nominations and Business Conducted at Meetings of Shareholders. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors or the chairman of the board or (ii) by any shareholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the notice procedures set forth in Section 2.13 of these Bylaws and who was a shareholder of record at the time such notice is delivered to the secretary of the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or the chairman of the board or (ii) by any shareholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the notice procedures set forth in Section 2.13 of these Bylaws and who was a shareholder of record at the time such notice is delivered to the secretary of the Corporation.
13. Advance Notice of Director Nominations and Shareholder Proposals by Shareholders.
a. For nominations or other business to be properly brought before an annual meeting by a shareholder and for nominations to be properly brought before a special meeting by a shareholder in each case pursuant to Section 2.12, the shareholder of record must have given timely notice thereof in writing to the secretary of the Corporation, and, in the case of business other than nominations, such other business must be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. The notice must be provided by a shareholder of record and must set forth:
i. each person, if any, whom the shareholder proposes to nominate for election or re-election as a director;
ii. a brief description of any business desired to be brought before the meeting, if any; and,
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iii. (A) the name and address of such shareholder as they appear on the Corporation's books, (B) the number of shares of stock of the Corporation which are owned of record by such shareholder as of the date of the notice, and (C) a representation that the shareholder intends to appear in person or by proxy at the meeting to propose such nomination or business.
b. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation, including information relevant to a determination whether such proposed nominee can be considered an independent director.
14. Meetings Through Electronic Communications. Shareholders may participate in a meeting of the shareholders by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a shareholder and (b) provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 2.14 constitutes presence in person at the meeting.
15. Voting On Certain Transactions.
a. Dissenter’s Voting Rights. The provisions of Nevada Revised Statutes governing Dissenter’s Rights relating to the voting of control stock shall not be in force and effect with regard to any transactions with the company or voting involving the shareholders of this company or new shareholders of the company; said statutes being NRS 78.378-3793 inclusive, as may be amended from time to time, or any successor statutes, and such shall not be applicable to the voting stock of any class or series of the company.
16. Combinations With Interested Stockholders. At such time, if any, as the Corporation becomes a “resident domestic corporation,” as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statutes.
ARTICLE III
DIRECTORS
1. General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in Chapter 78 of the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws.
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2. Number and Qualifications. The number of Directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the shareholders at the annual meeting of the shareholders, except as otherwise provided in the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws. Each Director elected shall hold office until his successor is elected and qualified. Board of Directors memberships are one year terms unless otherwise voted by the shareholders. Directors need not be shareholders.
3. Chairman of the Board. The Board of Directors shall elect a chairman of the board from the members of the Board of Directors, who shall preside at all meetings of the Board of Directors and shareholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board of Directors, these Bylaws or as provided by law.
4. Removal and Resignation of Directors. Except as otherwise provided in the Nevada Revised Statutes, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors. Any director may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation, to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer of the Corporation.
5. Vacancies; Newly Created Directorships. Any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of shareholders and when their successors are elected or appointed or until his or her earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.
6. Annual and Regular Meetings. Within two (2) business days before or after the annual meeting of the shareholders or any special meeting of the shareholders at which directors are elected (and within two (2) business days after such meeting if any individual first becomes a director by way of such election), the Board of Directors, including directors newly elected, if any, shall hold its annual meeting without call or notice other than this Section 6, to transact such business as the Board of Directors deems necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings, and if the Board of Directors so provides with respect to a regular meeting, notice of such regular meeting shall not be required.
7. Special Meetings. Except as otherwise required by law, special meetings of the Board of Directors may be called only by the chairman of the board, if any, or if there be no chairman of the board, by the chief executive officer, if any, or by the president or the secretary, and shall be called by the chairman of the board, if any, the chief executive officer, if any, the president, or the secretary upon the request of at least a majority of the Board of Directors. If the
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chairman of the board, or if there be no chairman of the board, each of the chief executive officer, the president, and the secretary, fails for any reason to call such special meeting, a special meeting may be called by a notice signed by at least a majority of the Board of Directors.
8. Place of Meetings. Any regular or special meeting of the Board of Directors may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.
9. Notice of Meetings. Except as otherwise provided in Article III, Section 6, there shall be delivered to each director at the address appearing for him or her on the records of the Corporation, at least twenty-four (24) hours before the time of such meeting, a copy of a written notice of any meeting (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75. If the address of any director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.
10. Quorum; Adjourned Meetings.
a. A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.
b. At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
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11. Manner of Acting. Except as provided in Article III, Section 12, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.
12. Super-majority Approval. Notwithstanding anything to the contrary contained in these Bylaws or the Articles of Incorporation, the following actions may be taken by the Corporation only upon the approval of two-thirds of the directors present at a meeting at which a quorum is present:
a. Any voluntary dissolution or liquidation of the Corporation.
b. The sale of all or substantially all of the assets of the Corporation.
c. The filing of a voluntary petition of bankruptcy by the Corporation.
13. Meetings through Electronic Communications. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a director or member of the committee, as the case may be, and (b) provide the directors or members of the committee a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members of the committee, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 13 constitutes presence in person at the meeting.
14. Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed manually or electronically (or by any other means then permitted under the NRS), and may be so signed in counterparts, including, without limitation, facsimile or email counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.
15. Powers and Duties.
a. Except as otherwise restricted by Chapter 78 of the NRS or the Articles of Incorporation, the Board of Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation with such powers, including the power to sub delegate, and upon such terms as it deems fit.
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b. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his or her discretion, may submit any contract or act for approval or ratification at any annual meeting of the shareholders or any special meeting properly called and noticed for the purpose of considering any such contract or act, provided a quorum is present.
c. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
16. Compensation. Unless otherwise restricted by the Articles of Incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors shall be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
17. Organization. Meetings of the Board of Directors shall be presided over by the chairman of the board, or in the absence of the chairman of the board by the vice chairman, if any, or in his or her absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary, an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.
ARTICLE IV
NOTICES
1. Notice. Whenever, under the provisions of the NRS, the Articles of Incorporation or of these bylaws, notice is required to be given to any Director or shareholder, such notice shall be delivered (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the
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same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director or shareholder appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75.
2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the NRS, the Articles of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Actual attendance by any person at any meeting will constitute a waiver by such person of any deficiency in the notice of such meeting.
ARTICLE V
OFFICERS
1. Election. The Board of Directors shall elect or appoint a president, a secretary and a treasurer or the equivalents of such officers. Such officers shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the Board of Directors, and shall have such powers and duties and be paid such compensation as may be directed by the Board of Directors. Any individual may hold two or more offices.
2. Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.
3. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
4. Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
5. Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation, and perform such other duties and have such other powers which are delegated to him or her by the Board of Directors, these Bylaws or as provided by law.
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6. President. The president, subject to the supervision and control of the Board of Directors, shall in general actively supervise and control the business and affairs of the Corporation. The president shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the chief executive officer, if any, these Bylaws or as provided by law. The president shall be the chief executive officer of the Corporation unless the Board of Directors shall elect or appoint different individuals to hold such positions.
7. Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the president, or at the president’s request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the president, shall perform all of the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on the president. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the president, these Bylaws or as provided by law.
8. Secretary. The secretary shall attend all meetings of the shareholders, the Board of Directors and any committees thereof, and shall keep, or cause to be kept, the minutes of proceedings thereof in books provided for that purpose. He or she shall keep, or cause to be kept, a register of the shareholders of the Corporation and shall be responsible for the giving of notice of meetings of the shareholders, the Board of Directors and any committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the corporate seal, if any, the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or any appropriate committee may direct. The secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.
9. Assistant Secretaries. An assistant secretary shall, at the request of the secretary, or in the absence or disability of the secretary, perform all the duties of the secretary. He or she shall perform such other duties as are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.
10. Treasurer. The treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the chairman of the board, if any, the chief executive officer, if any, or the president. The treasurer shall perform all other duties commonly incident to his or her office
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and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law. The treasurer shall, if required by the Board of Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the treasurer and for restoration to the Corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer of the Corporation has not been appointed, the treasurer may be deemed the chief financial officer of the Corporation.
11. Assistant Treasurers. An assistant treasurer shall, at the request of the treasurer, or in the absence or disability of the treasurer, perform all the duties of the treasurer. He or she shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, the treasurer, these Bylaws or as provided by law. The Board of Directors may require an assistant treasurer to give a bond to the Corporation in such sum and with such security as it may approve, for the faithful performance of the duties of the assistant treasurer, and for restoration to the Corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation.
12. Execution of Negotiable Instruments, Deeds and Contracts. All (i) checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, (ii) deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Corporation shall be a party and (iii) assignments or endorsements of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons.
ARTICLE VI
CAPITAL STOCK; CERTIFICATES
1. Issuance. Shares of the Corporation’s authorized capital stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.
2. Stock Certificates.
2.01 CERTIFICATES. The shares of the corporation’s capital stock may be represented by certificates or be uncertificated. Certificates of stock shall be issued in numerical order, and shall be signed by any two officers of the corporation as may be designated from time to time by the Board of Directors, and may be sealed with the seal of the
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corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation before the certificate is issued, it may be issued by the corporation with the same effect as if the person were an officer on the date of issue. The certificates for such shares, if used, shall be of such tenor and design as the Board of Directors from time to time may adopt. Each such certificate of stock shall state:
| (a) | That the corporation is incorporated under the laws of the State of Nevada; |
| (b) | The name of the person to whom issued; |
| (c) | The number and class of shares and the designation of the series, if any, which such certificate represents; and |
| (d) |
The par value of each share represented by such certificate, or a statement that such shares are without par value.
|
2.02. UNCERTIFICATED SHARES. The Board of Directors may authorize the issuance of uncertificated shares by the corporation, and may prescribe procedures for the issuance and registration of transfer thereof, and with respect to such other matters relating to uncertificated shares as the Board of Directors may deem appropriate. No such authorization shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered to the corporation.
Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall issue or cause to be issued to the holder of such shares a written statement of the information required to be included on stock certificates under the laws of the State of Nevada and these Bylaws.
Notwithstanding the adoption of any resolution providing for uncertificated shares, each registered holder of stock represented by uncertificated shares shall be entitled, upon request to the custodian of the stock transfer books of the corporation, or other person designated as the custodian of the records of uncertificated shares, to have physical certificates representing such shares registered in such holder’s name
2.03. TRANSFERS. (a) Transfers of stock shall be made only upon the stock transfer books of the corporation, kept at the registered office of the corporation or at its principal place of business, or at the office of its transfer agent or registrar and, in the case of certificated shares, before a new certificate is issued, the old certificate shall be surrendered for cancellation.
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(b) Certificated shares of stock shall be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificate or an assignment separate from the certificate, or by a written power of attorney to sell, assign, and transfer the same, signed by the holder of said certificate. No certificated shares of stock shall be transferred on the books of the corporation until the outstanding certificates therefor have been surrendered to the corporation.
(c) The Board of Directors may, from time to time, by resolution open a share register in any state of the United States, and may employ such transfer agent or agents or registrars of shares as it may deem advisable to keep such register, and to record transfers of shares therein. The Board of Directors may also by resolution further define the powers and duties of such agents or registrars.
(d) All endorsements, assignments, transfers, share powers or other instruments or indicia of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two officers of the corporation as may be designated from time to time by the Board of Directors.
2.04. LOST CERTIFICATES. The Board of Directors may order a new certificate or certificates of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every such case the owner of the lost certificate or certificates shall first cause to be given to the corporation a bond, with surety or sureties satisfactory to the corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters.
2.05. FIXING RECORD DATE. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
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2.06. REGISTERED SHAREHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any 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 provided by the laws of Nevada.
2.07. MISCELLANEOUS. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation’s stock.
The Chief Executive Officer of the corporation or such other officers as he may designate be, and they hereby are, authorized and directed to file such notices and take such other actions as they shall deem necessary or convenient, with the advice of counsel, to place the foregoing Bylaws into effect and to carry out its purposes and their authority to act shall be conclusively, but not exclusively, evidenced by such actions.
ARTICLE VII
DISTRIBUTIONS
Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors and may be paid in money, shares of corporate stock, property or any other medium not prohibited under applicable law. The Board of Directors may fix in advance a record date, in accordance with and as provided in Section 2.5, prior to the distribution for the purpose of determining shareholders entitled to receive any distribution.
ARTICLE VIII
RECORDS AND REPORTS; CORPORATE SEAL; FISCAL YEAR
1. Records. All original records of the Corporation shall be kept at the principal office of the Corporation by or under the direction of the secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.
2. Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.
3. Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.
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ARTICLE IX
INDEMNIFICATION
1. Indemnification and Insurance.
a. Indemnification of Directors and Officers.
i. For purposes of this Article, (A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator or manager) of the Corporation or is or was serving in any capacity at the request of the Corporation as a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary administrator, partner, member or manager) of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.
ii. Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether
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civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a shareholder.
iii. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of his or her heirs, executors and administrators.
iv. The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in by him or her in connection with the defense.
b. Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.
c. Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of shareholders or directors, or otherwise.
d. Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability and expenses.
e. Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.
f. Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this Article VIII, Section 1 may be provided by the Corporation or any other person approved by the Board of
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Directors, even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Article VIII, Section 1, and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his action; even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
2. Amendment. The provisions of this Article IX relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Article IX, Section 2. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article IX which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article X), no repeal or amendment of these Bylaws shall affect any or all of this Article IX so as to limit or reduce the indemnification in any manner unless adopted by (i) the unanimous vote of the directors of the Corporation then serving, or (ii) by the shareholders as set forth in Article XI; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.
ARTICLE X
CHANGES IN NEVADA LAW
References in these Bylaws to the laws of the State of Nevada or the NRS or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article IX, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Corporation, without the requirement of any further action by shareholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
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ARTICLE XI
AMENDMENT OR REPEAL
1. Amendment of Bylaws.
a. Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to amend or repeal these Bylaws or to adopt new bylaws.
b. Shareholders. Notwithstanding Article XI, Section 1(a), these Bylaws may be amended or repealed in any respect, and new bylaws may be adopted, in each case by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.
ARTICLE XII
FORUM FOR ADJUDICATION OF DISPUTES
To the fullest extent permitted by law, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada (or if the Eighth Judicial District does not have jurisdiction, the federal district court for the District of Nevada) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s shareholders, (c) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Articles of Incorporation or these Bylaws or (d) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) through (d) above, any claim (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these Bylaws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article XII.
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CERTIFICATION
The undersigned, as the duly elected Secretary of YouneeqAI Technical Services, Inc., a Nevada corporation (“the Corporation”), does hereby certify that the Board of Directors of the Corporation adopted the foregoing Bylaws as of June 16, 2023.
/s/ Murray Galbraith
__________________________
Murray Galbraith
Director
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EXHIBIT 3(ii).8
AMENDED AND RESTATED BYLAWS OF
YOUNEEQAI TECHNICAL SERVICES, INC.
(formerly American Hemp Ventures, Inc.)
ARTICLE I
OFFICES
1. Principal Office. The principal office and place of business of YouneeqAI Technical Services, Inc. (“the Corporation”) shall be at, or at such other location as established from time to time by resolution of the board of directors of the Corporation (the “Board of Directors”).
2. Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the Corporation’s registered agent is the registered office of the Corporation in Nevada.
ARTICLE II
SHAREHOLDERS
1. Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held on such date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business may be transacted as may be properly brought before the meeting pursuant to these Bylaws, as amended from time to time (“these Bylaws”). Except as otherwise restricted by the articles of incorporation of the Corporation, as amended from time to time (“the Articles of Incorporation”) or applicable law, the Board of Directors may postpone, reschedule or cancel any annual meeting of shareholders.
2. Special Meetings.
a. Subject to any rights of shareholders set forth in the Nevada Revised Statutes (“NRS”) or the Articles of Incorporation, special meetings of the shareholders may be called only by the chairman of the board or the chief executive officer or, if there be no chairman of the board and no chief executive officer, by the president, and shall be called by the secretary upon the written request of (i) at least a majority of the Board of Directors or (ii) one or more shareholders holding not less than twenty (20) percent of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the meeting. Except as otherwise restricted by the Articles of Incorporation or applicable law, the Board of Directors may postpone, reschedule or cancel any special meeting of shareholders.
b. No business shall be acted upon at a special meeting of shareholders except as set forth in the notice of the meeting.
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3. Place of Meetings. Any meeting of the shareholders of the Corporation may be held at the Corporation’s registered office in the State of Nevada or at such other place in or out of the State of Nevada and the United States as may be designated in the notice of meeting. A waiver of notice signed by all shareholders entitled to vote thereat may designate any place for the holding of such meeting. The Board of Directors may, in its sole discretion, determine that any meeting of the shareholders shall be held by means of electronic communications or other available technology in accordance with this Article II, Section 14.
4. Notice of Meetings; Waiver of Notice.
a. The chief executive officer, if any, the president, any vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the shareholders written notice of any shareholders’ meeting not less than ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting, the means of electronic communication, if any, by which the shareholders or the proxies thereof shall be deemed to be present and vote and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered in accordance with, and shall contain or be accompanied by such additional information as may be required by, the Nevada Revised Statutes, as amended from time to time, including, without limitation, NRS 78.379, 92A.120 or 92A.410.
b. In the case of an annual meeting, subject to Article II, Section 13, any proper business may be presented for action, except that if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan.
c. A copy of the notice shall be personally delivered or mailed postage prepaid to each shareholder of record at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any shareholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such shareholder at the registered office of the Corporation. Notwithstanding the foregoing and in addition thereto, any notice to shareholders given by the Corporation pursuant to Chapters 78 or 92A of the NRS, the Articles of Incorporation or these Bylaws may be given pursuant to the forms of electronic transmission listed herein, if such forms of transmission are consented to in writing by the shareholder receiving such electronically transmitted notice and such consent is filed by the secretary in the corporate records. Notice shall be deemed given (i) by facsimile when directed to a number consented to by the shareholder to receive notice, (ii) by e-mail when directed to an e-mail address consented to by the shareholder to receive notice, (iii) by posting on an electronic network together with a separate notice to the shareholder of the specific posting on the later of the specific posting or the giving of the separate notice or (iv) by any other electronic transmission as consented to by and when directed to the shareholder. The shareholder consent necessary to permit electronic transmission to such shareholder shall be deemed revoked and of no force and effect if (A) the Corporation is unable to deliver by
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electronic transmission two consecutive notices given by the Corporation in accordance with the shareholder’s consent and (B) the inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other agent of the Corporation responsible for the giving of notice.
d. The written certificate of an individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached thereto, the date the notice was mailed or personally delivered to the shareholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice and, in the absence of fraud, an affidavit of the individual signing a notice of a meeting that the notice thereof has been given by a form of electronic transmission shall be prima facie evidence of the facts stated in the affidavit.
e. Any shareholder may waive notice of any meeting by a signed writing or by transmission of an electronic record, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.
5. Determination of Shareholders of Record.
a. For the purpose of determining the shareholders entitled to (i) notice of and to vote at any meeting of shareholders or any adjournment thereof, (ii) receive payment of any distribution or the allotment of any rights, or (iii) exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, if applicable.
b. If no record date is fixed, the record date for determining shareholders: (i) entitled to notice of and to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders shall apply to any postponement of any meeting of shareholders to a date not more than sixty (60) days after the record date or to any adjournment of the meeting; provided that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.
6. Quorum; Adjourned Meetings.
a. Unless the Articles of Incorporation provide for a different proportion, shareholders holding at least a majority of the voting power of the Corporation’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes or series is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power, represented in
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person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series.
b. If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might otherwise have been transacted at the adjourned meeting as originally called. When a shareholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each shareholder of record as of the new record date. The shareholders present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough shareholders to leave less than a quorum of the voting power.
7. Voting.
a. Unless otherwise provided in the NRS, the Articles of Incorporation, or any resolution providing for the issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each shareholder of record, or such shareholder’s duly authorized proxy, shall be entitled to one (1) vote for each share of voting stock standing registered in such shareholder’s name at the close of business on the record date.
b. Except as otherwise provided in these Bylaws, all votes with respect to shares (including pledged shares) standing in the name of an individual at the close of business on the record date shall be cast only by that individual or such individual’s duly authorized proxy. With respect to shares held by a representative of the estate of a deceased shareholder, or a guardian, conservator, custodian or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity. In the case of shares under the control of a receiver, the receiver may vote such shares even though the shares do not stand of record in the name of the receiver but only if and to the extent that the order of a court of competent jurisdiction which appoints the receiver contains the authority to vote such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.
c. With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the board of directors of such other corporation or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the chairman of the board, if any, the chief executive officer, if any, the president or any vice president of such corporation; and (ii) in the case of a partnership, limited liability company or other legal entity, by an
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individual representing such shareholder upon presentation to the Corporation of satisfactory evidence of his or her authority to do so.
d. Notwithstanding anything to the contrary contained herein and except for the Corporation’s shares held in a fiduciary capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock owned or held by it, and such shares shall not be counted in determining the total number of outstanding shares entitled to vote.
e. Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any of such shareholder’s shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.
f. With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:
i. If only one person votes, the vote of such person binds all.
ii. If more than one person casts votes, the act of the majority so voting binds all.
iii. If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.
g. If a quorum is present, unless the Articles of Incorporation, these Bylaws, the NRS, or other applicable law provide for a different proportion, action by the shareholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the shareholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the shareholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.
h. If a quorum is present, directors shall be elected by a plurality of the votes cast.
8. Proxies. At any meeting of shareholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. If a shareholder designates two or more persons to act as proxies, then a majority of those persons present at a meeting has and may exercise all of the
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powers conferred by the shareholder or, if only one is present, then that one has and may exercise all of the powers conferred by the shareholder, unless the shareholder’s designation of proxy provides otherwise. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.
9. Action Without A Meeting. Unless otherwise provided in the Articles of Incorporation, any action required to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.
10. Organization.
a. Meetings of shareholders shall be presided over by the chairman of the board, or, in the absence of the chairman, by the vice chairman of the board, if any, or if there be no vice chairman or in the absence of the vice chairman, by the chief executive officer, if any, or if there be no chief executive officer or in the absence of the chief executive officer, by the president, or, in the absence of the president, or, in the absence of any of the foregoing persons, by a chairman designated by the Board of Directors, or by a chairman chosen at the meeting by the shareholders entitled to cast a majority of the votes which all shareholders present in person or by proxy are entitled to cast. The individual acting as chairman of the meeting may delegate any or all of his or her authority and responsibilities as such to any director or officer of the Corporation present in person at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, (i) the establishment of procedures for the maintenance of order and safety, (ii) limitation on participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit, (iii) limitation on the time allotted for consideration of each agenda item and for questions or comments by meeting participants, (iv) restrictions on entry to such meeting after the time prescribed for the commencement thereof and (v) the opening and closing of the voting polls. The Board of Directors, in its discretion, or the chairman of the meeting, in his or her discretion, may require that any votes cast at such meeting shall be cast by written ballot.
b. The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made
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to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.
11. Consent to Meetings. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice, to the extent such notice is required, if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice or consent, except as otherwise provided in these Bylaws.
12. Director Nominations and Business Conducted at Meetings of Shareholders. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) by or at the direction of the Board of Directors or the chairman of the board or (ii) by any shareholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the notice procedures set forth in Section 2.13 of these Bylaws and who was a shareholder of record at the time such notice is delivered to the secretary of the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation's notice of meeting (i) by or at the direction of the Board of Directors or the chairman of the board or (ii) by any shareholder of the Corporation who is entitled to vote on such matter at the meeting, who complied with the notice procedures set forth in Section 2.13 of these Bylaws and who was a shareholder of record at the time such notice is delivered to the secretary of the Corporation.
13. Advance Notice of Director Nominations and Shareholder Proposals by Shareholders.
a. For nominations or other business to be properly brought before an annual meeting by a shareholder and for nominations to be properly brought before a special meeting by a shareholder in each case pursuant to Section 2.12, the shareholder of record must have given timely notice thereof in writing to the secretary of the Corporation, and, in the case of business other than nominations, such other business must be a proper matter for shareholder action. To be timely, a shareholder’s notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. The notice must be provided by a shareholder of record and must set forth:
i. each person, if any, whom the shareholder proposes to nominate for election or re-election as a director;
ii. a brief description of any business desired to be brought before the meeting, if any; and,
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iii. (A) the name and address of such shareholder as they appear on the Corporation's books, (B) the number of shares of stock of the Corporation which are owned of record by such shareholder as of the date of the notice, and (C) a representation that the shareholder intends to appear in person or by proxy at the meeting to propose such nomination or business.
b. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation, including information relevant to a determination whether such proposed nominee can be considered an independent director.
14. Meetings Through Electronic Communications. Shareholders may participate in a meeting of the shareholders by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a shareholder and (b) provide the shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 2.14 constitutes presence in person at the meeting.
15. Voting On Certain Transactions.
a. Dissenter’s Voting Rights. The provisions of Nevada Revised Statutes governing Dissenter’s Rights relating to the voting of control stock shall not be in force and effect with regard to any transactions with the company or voting involving the shareholders of this company or new shareholders of the company; said statutes being NRS 78.378-3793 inclusive, as may be amended from time to time, or any successor statutes, and such shall not be applicable to the voting stock of any class or series of the company.
16. Combinations With Interested Stockholders. At such time, if any, as the Corporation becomes a “resident domestic corporation,” as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statutes.
ARTICLE III
DIRECTORS
1. General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in Chapter 78 of the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws.
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2. Number and Qualifications. The number of Directors that shall constitute the whole Board of Directors shall be determined by resolution of the Board of Directors or by the shareholders at the annual meeting of the shareholders, except as otherwise provided in the Nevada Revised Statutes, the Articles of Incorporation or these Bylaws. Each Director elected shall hold office until his successor is elected and qualified. Board of Directors memberships are one year terms unless otherwise voted by the shareholders. Directors need not be shareholders.
3. Chairman of the Board. The Board of Directors shall elect a chairman of the board from the members of the Board of Directors, who shall preside at all meetings of the Board of Directors and shareholders at which he or she shall be present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board of Directors, these Bylaws or as provided by law.
4. Removal and Resignation of Directors. Except as otherwise provided in the Nevada Revised Statutes, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors. Any director may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation, to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer of the Corporation.
5. Vacancies; Newly Created Directorships. Any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of shareholders and when their successors are elected or appointed or until his or her earlier resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.
6. Annual and Regular Meetings. Within two (2) business days before or after the annual meeting of the shareholders or any special meeting of the shareholders at which directors are elected (and within two (2) business days after such meeting if any individual first becomes a director by way of such election), the Board of Directors, including directors newly elected, if any, shall hold its annual meeting without call or notice other than this Section 6, to transact such business as the Board of Directors deems necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings, and if the Board of Directors so provides with respect to a regular meeting, notice of such regular meeting shall not be required.
7. Special Meetings. Except as otherwise required by law, special meetings of the Board of Directors may be called only by the chairman of the board, if any, or if there be no chairman of the board, by the chief executive officer, if any, or by the president or the secretary, and shall be called by the chairman of the board, if any, the chief executive officer, if any, the president, or the secretary upon the request of at least a majority of the Board of Directors. If the
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chairman of the board, or if there be no chairman of the board, each of the chief executive officer, the president, and the secretary, fails for any reason to call such special meeting, a special meeting may be called by a notice signed by at least a majority of the Board of Directors.
8. Place of Meetings. Any regular or special meeting of the Board of Directors may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.
9. Notice of Meetings. Except as otherwise provided in Article III, Section 6, there shall be delivered to each director at the address appearing for him or her on the records of the Corporation, at least twenty-four (24) hours before the time of such meeting, a copy of a written notice of any meeting (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75. If the address of any director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.
10. Quorum; Adjourned Meetings.
a. A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.
b. At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.
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11. Manner of Acting. Except as provided in Article III, Section 12, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.
12. Super-majority Approval. Notwithstanding anything to the contrary contained in these Bylaws or the Articles of Incorporation, the following actions may be taken by the Corporation only upon the approval of two-thirds of the directors present at a meeting at which a quorum is present:
a. Any voluntary dissolution or liquidation of the Corporation.
b. The sale of all or substantially all of the assets of the Corporation.
c. The filing of a voluntary petition of bankruptcy by the Corporation.
13. Meetings through Electronic Communications. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by any means of electronic communications, videoconferencing, teleconferencing or other available technology permitted under the NRS (including, without limitation, a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other) and utilized by the Corporation. If any such means are utilized, the Corporation shall, to the extent required under the NRS, implement reasonable measures to (a) verify the identity of each person participating through such means as a director or member of the committee, as the case may be, and (b) provide the directors or members of the committee a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members of the committee, including an opportunity to communicate, and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Participation in a meeting pursuant to this Section 13 constitutes presence in person at the meeting.
14. Action without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed manually or electronically (or by any other means then permitted under the NRS), and may be so signed in counterparts, including, without limitation, facsimile or email counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.
15. Powers and Duties.
a. Except as otherwise restricted by Chapter 78 of the NRS or the Articles of Incorporation, the Board of Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation with such powers, including the power to sub delegate, and upon such terms as it deems fit.
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b. The Board of Directors, in its discretion, or the chairman presiding at a meeting of shareholders, in his or her discretion, may submit any contract or act for approval or ratification at any annual meeting of the shareholders or any special meeting properly called and noticed for the purpose of considering any such contract or act, provided a quorum is present.
c. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.
16. Compensation. Unless otherwise restricted by the Articles of Incorporation or these bylaws, the Board of Directors shall have the authority to fix the compensation of Directors. The Directors shall be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.
17. Organization. Meetings of the Board of Directors shall be presided over by the chairman of the board, or in the absence of the chairman of the board by the vice chairman, if any, or in his or her absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary, an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.
ARTICLE IV
NOTICES
1. Notice. Whenever, under the provisions of the NRS, the Articles of Incorporation or of these bylaws, notice is required to be given to any Director or shareholder, such notice shall be delivered (i) by delivery of such notice personally, (ii) by mailing such notice postage prepaid, (iii) by facsimile, (iv) by overnight courier, or (v) by electronic transmission or electronic writing, including, without limitation, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two (2) business days following the date the
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same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four (4) business days following the date the same is deposited in the United States mail, postage prepaid. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If sent via facsimile, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent by electronic transmission (including, without limitation, e-mail), the notice shall be deemed delivered when directed to the e-mail address of the director or shareholder appearing on the records of the Corporation and otherwise pursuant to the applicable provisions of NRS Chapter 75.
2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the NRS, the Articles of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Actual attendance by any person at any meeting will constitute a waiver by such person of any deficiency in the notice of such meeting.
ARTICLE V
OFFICERS
1. Election. The Board of Directors shall elect or appoint a president, a secretary and a treasurer or the equivalents of such officers. Such officers shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the Board of Directors, and shall have such powers and duties and be paid such compensation as may be directed by the Board of Directors. Any individual may hold two or more offices.
2. Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.
3. Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
4. Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.
5. Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the Corporation, and perform such other duties and have such other powers which are delegated to him or her by the Board of Directors, these Bylaws or as provided by law.
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6. President. The president, subject to the supervision and control of the Board of Directors, shall in general actively supervise and control the business and affairs of the Corporation. The president shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the chief executive officer, if any, these Bylaws or as provided by law. The president shall be the chief executive officer of the Corporation unless the Board of Directors shall elect or appoint different individuals to hold such positions.
7. Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the president, or at the president’s request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the president, shall perform all of the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on the president. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the president, these Bylaws or as provided by law.
8. Secretary. The secretary shall attend all meetings of the shareholders, the Board of Directors and any committees thereof, and shall keep, or cause to be kept, the minutes of proceedings thereof in books provided for that purpose. He or she shall keep, or cause to be kept, a register of the shareholders of the Corporation and shall be responsible for the giving of notice of meetings of the shareholders, the Board of Directors and any committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the corporate seal, if any, the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or any appropriate committee may direct. The secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.
9. Assistant Secretaries. An assistant secretary shall, at the request of the secretary, or in the absence or disability of the secretary, perform all the duties of the secretary. He or she shall perform such other duties as are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law.
10. Treasurer. The treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the chairman of the board, if any, the chief executive officer, if any, or the president. The treasurer shall perform all other duties commonly incident to his or her office
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and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as provided by law. The treasurer shall, if required by the Board of Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the treasurer and for restoration to the Corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer of the Corporation has not been appointed, the treasurer may be deemed the chief financial officer of the Corporation.
11. Assistant Treasurers. An assistant treasurer shall, at the request of the treasurer, or in the absence or disability of the treasurer, perform all the duties of the treasurer. He or she shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, the treasurer, these Bylaws or as provided by law. The Board of Directors may require an assistant treasurer to give a bond to the Corporation in such sum and with such security as it may approve, for the faithful performance of the duties of the assistant treasurer, and for restoration to the Corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation.
12. Execution of Negotiable Instruments, Deeds and Contracts. All (i) checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, (ii) deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Corporation shall be a party and (iii) assignments or endorsements of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons.
ARTICLE VI
CAPITAL STOCK; CERTIFICATES
1. Issuance. Shares of the Corporation’s authorized capital stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.
2. Stock Certificates.
2.01 CERTIFICATES. The shares of the corporation’s capital stock may be represented by certificates or be uncertificated. Certificates of stock shall be issued in numerical order, and shall be signed by any two officers of the corporation as may be designated from time to time by the Board of Directors, and may be sealed with the seal of the
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corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation before the certificate is issued, it may be issued by the corporation with the same effect as if the person were an officer on the date of issue. The certificates for such shares, if used, shall be of such tenor and design as the Board of Directors from time to time may adopt. Each such certificate of stock shall state:
| (a) | That the corporation is incorporated under the laws of the State of Nevada; |
| (b) | The name of the person to whom issued; |
| (c) | The number and class of shares and the designation of the series, if any, which such certificate represents; and |
| (d) |
The par value of each share represented by such certificate, or a statement that such shares are without par value.
|
2.02. UNCERTIFICATED SHARES. The Board of Directors may authorize the issuance of uncertificated shares by the corporation, and may prescribe procedures for the issuance and registration of transfer thereof, and with respect to such other matters relating to uncertificated shares as the Board of Directors may deem appropriate. No such authorization shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered to the corporation.
Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall issue or cause to be issued to the holder of such shares a written statement of the information required to be included on stock certificates under the laws of the State of Nevada and these Bylaws.
Notwithstanding the adoption of any resolution providing for uncertificated shares, each registered holder of stock represented by uncertificated shares shall be entitled, upon request to the custodian of the stock transfer books of the corporation, or other person designated as the custodian of the records of uncertificated shares, to have physical certificates representing such shares registered in such holder’s name
2.03. TRANSFERS. (a) Transfers of stock shall be made only upon the stock transfer books of the corporation, kept at the registered office of the corporation or at its principal place of business, or at the office of its transfer agent or registrar and, in the case of certificated shares, before a new certificate is issued, the old certificate shall be surrendered for cancellation.
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(b) Certificated shares of stock shall be transferred by delivery of the certificates therefor, accompanied either by an assignment in writing on the back of the certificate or an assignment separate from the certificate, or by a written power of attorney to sell, assign, and transfer the same, signed by the holder of said certificate. No certificated shares of stock shall be transferred on the books of the corporation until the outstanding certificates therefor have been surrendered to the corporation.
(c) The Board of Directors may, from time to time, by resolution open a share register in any state of the United States, and may employ such transfer agent or agents or registrars of shares as it may deem advisable to keep such register, and to record transfers of shares therein. The Board of Directors may also by resolution further define the powers and duties of such agents or registrars.
(d) All endorsements, assignments, transfers, share powers or other instruments or indicia of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any two officers of the corporation as may be designated from time to time by the Board of Directors.
2.04. LOST CERTIFICATES. The Board of Directors may order a new certificate or certificates of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every such case the owner of the lost certificate or certificates shall first cause to be given to the corporation a bond, with surety or sureties satisfactory to the corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters.
2.05. FIXING RECORD DATE. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.
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2.06. REGISTERED SHAREHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any 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 provided by the laws of Nevada.
2.07. MISCELLANEOUS. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation’s stock.
The Chief Executive Officer of the corporation or such other officers as he may designate be, and they hereby are, authorized and directed to file such notices and take such other actions as they shall deem necessary or convenient, with the advice of counsel, to place the foregoing Bylaws into effect and to carry out its purposes and their authority to act shall be conclusively, but not exclusively, evidenced by such actions.
ARTICLE VII
DISTRIBUTIONS
Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors and may be paid in money, shares of corporate stock, property or any other medium not prohibited under applicable law. The Board of Directors may fix in advance a record date, in accordance with and as provided in Section 2.5, prior to the distribution for the purpose of determining shareholders entitled to receive any distribution.
ARTICLE VIII
RECORDS AND REPORTS; CORPORATE SEAL; FISCAL YEAR
1. Records. All original records of the Corporation shall be kept at the principal office of the Corporation by or under the direction of the secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.
2. Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.
3. Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.
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ARTICLE IX
INDEMNIFICATION
1. Indemnification and Insurance.
a. Indemnification of Directors and Officers.
i. For purposes of this Article, (A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary, administrator or manager) of the Corporation or is or was serving in any capacity at the request of the Corporation as a director, officer, employee or agent (including, without limitation, as a trustee, fiduciary administrator, partner, member or manager) of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.
ii. Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether
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civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a shareholder.
iii. Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation, and shall inure to the benefit of his or her heirs, executors and administrators.
iv. The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as such expenses are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of such Indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in by him or her in connection with the defense.
b. Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.
c. Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of shareholders or directors, or otherwise.
d. Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability and expenses.
e. Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.
f. Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this Article VIII, Section 1 may be provided by the Corporation or any other person approved by the Board of
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Directors, even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Article VIII, Section 1, and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his action; even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.
2. Amendment. The provisions of this Article IX relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Article IX, Section 2. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article IX which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article X), no repeal or amendment of these Bylaws shall affect any or all of this Article IX so as to limit or reduce the indemnification in any manner unless adopted by (i) the unanimous vote of the directors of the Corporation then serving, or (ii) by the shareholders as set forth in Article XI; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.
ARTICLE X
CHANGES IN NEVADA LAW
References in these Bylaws to the laws of the State of Nevada or the NRS or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article IX, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the Corporation, without the requirement of any further action by shareholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.
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ARTICLE XI
AMENDMENT OR REPEAL
1. Amendment of Bylaws.
a. Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to amend or repeal these Bylaws or to adopt new bylaws.
b. Shareholders. Notwithstanding Article XI, Section 1(a), these Bylaws may be amended or repealed in any respect, and new bylaws may be adopted, in each case by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the outstanding voting power of the Corporation, voting together as a single class.
ARTICLE XII
FORUM FOR ADJUDICATION OF DISPUTES
To the fullest extent permitted by law, except for any matters which arise under the Securities Act of 1933 and the Securities Exchange Act of 1934, or the Rules and Regulations under such acts, and unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada (or if the Eighth Judicial District does not have jurisdiction, the federal district court for the District of Nevada) shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the name or right of the Corporation or on its behalf, (b) any action arising or asserting a claim arising pursuant to any provision of NRS Chapters 78 or 92A or any provision of the Articles of Incorporation or these Bylaws or (c) any action asserting a claim governed by the internal affairs doctrine, except for, as to each of (a) and (b) above, any claim (A) as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten (10) days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than such court, or (C) for which such court does not have subject matter jurisdiction, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these Bylaws. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article XII.
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CERTIFICATION
The undersigned, as the duly elected Secretary of YouneeqAI Technical Services, Inc., a Nevada corporation (“the Corporation”), does hereby certify that the Board of Directors of the Corporation adopted the foregoing Bylaws as of November 7, 2023.
/s/ Murray Galbraith
__________________________
Murray Galbraith
Director
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Exhibit 4.1
( PURSUANT TO NRS 78 . 955 ) EXHIBIT 4.1 "11 - .het l · o o - , - - !lARUAAA K , CEGAY.S a Sigt1111Ca;ry af Sla'to 20 - 2 rt C on Sen, I Ci111"$011 Cily , n o;..:11 997(H - 4201 {n , &8"1 7ff W11b C : WWW ll!UldL!Jll ƒ " HI U : 14'.'IM!l'1 \ 1. t \ illffll<et'.rh - · - IRAf;tt; 0 'I' •00 "lU IOOtlLIGl'IT 1. ame of , oorporalian ; 1 \ ic - .a11 Hemp Vc:nlures, r Ƒ c. Cel1iflcate of Oos:I • m1Uon For N'eva d , a Profit C2!J!oralronrs (Pursuant kl N 1 RS 78.1955) 2. By resolulion or Iha board ofi d lrnc QB pursuant lo a f}rovision In the articles of incorporabon 1s certl ca t a eslabll s es I.he ro11ow ng tt19ardir1 the voling po '10rs, desi.Qnatlons , p03f roncos, lirn,ralion:s. res!rk:lions ilnd rehlli11fl rigt"lls of Ille rollowing class or se · es of :slook. r1 cc c Im, n1 a - hibL t 3. Eff ct1ve dat ol 11mg; (opUooal _ S:ign.alu r e . {required) CIS/23(2022 Fili111j Fee; , Sf'i' ' SJIO IM PORT MT : Fa!lufn ID lndoo "'I [l!I till r - edl
EXHIBIT 4.1
| 1 |
EXHIBIT A
Amended and Restated Certificate of Designation for Series A Preferred
Stock for American Hemp Ventures, Inc.
The Certificate of Designation of the Series A Preferred Stock as previously filed with the Secretary of State of Nevada in Amended and Restated Articles is revoked and the Amended and Restated Certificate of Designation for the Series A Preferred Stock is substituted therefore in the form as follows:
(a) Series A Preferred Stock. The total number of shares of Series A Preferred Stock the Corporation shall have the authority to issue is 3,440, with a stated par value of $0.001 per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series A Preferred Stock and holders thereof are as follows:
| i) | Liquidation Preference. |
(1) In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of Series A Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether such assets are capital or surplus of any nature, an amount equal to the stated par value less the aggregate amount of all prior distributions to its Preferred Shareholders made to holders of all classes of Preferred Shares, plus any accrued previously declared but unpaid dividends (the amount so determined being hereinafter referred to as the “Liquidation Preference”). No distribution shall be made to the holders of the Common Shares upon liquidation, dissolution, or winding up until after the full amount of the Liquidation Preference has been distributed or provided to the holders of the Preferred Shares.
(2) If, upon such liquidation, dissolution or winding up the assets thus distributed among the Preferred Shareholders shall be insufficient to permit payment to such shareholders of the full amount of the Liquidation Preference, the entire assets of the Corporation shall be distributed ratably among the holders of all classes of Preferred Shares.
(3) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, when the Corporation has completed distribution of the full Liquidating Preference to the holders of the Series A Preferred Stock, the Series A Preferred Stock shall be considered to have been redeemed, and thereafter, the remaining assets of the Corporation shall be paid in equal amounts on all outstanding shares of Common Stock.
(4) A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall not be deemed a liquidation, dissolution or winding up within the meaning of this subsection.
| ii) | Conversion Rights. |
(1) Right to Convert. Subject to subparagraphs (3)-(5) below, each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into 10,000 shares of fully paid and non-assessable Common Stock (the “Conversion Rate”).
(2) Mechanics of Conversion. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, he shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities.
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(3) Split, Subdivision and Distribution Adjustments. In the event the Corporation should at any time or from time to time after the Distribution Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the applicable Conversion Rate of the Series A Preferred Stock shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversion of each share of Series A Preferred Stock shall be increased in proportion to such increase of the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.
(4) Combination Adjustments. If the number of shares of Common Stock outstanding at any time after the Distribution Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Rate for the Series A Preferred Stock shall be appropriately adjusted so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares.
(5) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 6) provision shall be made so that the holders of the Series A Preferred Stock shall thereafter be entitled to receive upon conversion of the Series A Preferred Stock the number of shares of stock or other securities or property of the Company or otherwise, to which a holder of the number of shares of Common Stock deliverable upon conversion of the Series A Preferred Stock would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this subsection (ii) with respect to the rights of the holders of the Series A Preferred Stock after the recapitalization to the end that the provisions of this subsection (including adjustment of the Conversion Rate then in effect and the number of shares issuable upon conversion of the Series A Preferred Stock ) shall be applicable after that event.
(6) No Impairment. The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Series A Preferred Stock against impairment.
(7) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Series A Preferred Stock, in addition to such other remedies as shall be available to the holder of such Series A Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Corporation’s Articles of Incorporation.
| iii) | Voting Rights. |
(1) Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series A Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series A Preferred Stock owned by such holder times 10,000. The Company shall not, without the affirmative vote or written consent of the holders of at least a majority of the outstanding Series A Preferred Stock (i) authorize or create any additional class or series of stock ranking prior to or on a parity with the Series A Preferred Stock as to the dividends or the distribution of assets upon liquidation, or (ii) change any of the rights, privileges or preferences of the Series A Preferred
Stock,
(2) Class Vote. Except as otherwise required by law or by this section holders of the Corporation's Common Stock and Series A Preferred Stock shall vote as a single class on all matters submitted to the stockholders.
Signed this 23 day of August, 2022
/s/ Murray Galbraith
CEO
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EXHIBIT 4.2
YOUNEEQAI TECHNICAL SERVICES, INC.
2024 EQUITY INCENTIVE PLAN
1. GENERAL.
(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.
(b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) Performance Awards; and (vi) Other Awards.
(c) Adoption Date. The Plan will come into existence on the Adoption Date. No Award may be granted under the Plan prior to the Adoption Date.
2. SHARES SUBJECT TO THE PLAN.
(a) Share Reserve. Subject to adjustment in accordance with Section 2(d) and any adjustments as necessary to implement any Capitalization Adjustments, the aggregate number of shares of Common Stock that may be issued pursuant to Awards will not exceed Ten Million (10,000,000) new shares.
(b) Fungible Share Counting. Subject to adjustment in accordance with Section 2(d), the number of shares of Common Stock available for issuance under the Plan will be reduced by: (i) one share for each share of Common Stock issued pursuant to an Option or SAR with respect to which the exercise or strike price is at least 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the grant date (each, an Appreciation Award); and (ii) one share for each share of Common Stock issued pursuant to any Award (other than an Appreciation Award) (each, a Full Value Award).
(c) Aggregate Incentive Stock Option Limit. Notwithstanding anything to the contrary in Section 2(a) and subject to any adjustments as necessary to implement any Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is Five Million (5,000,000) shares.
(d) Share Reserve Operation.
| i. | Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual Section 303A.08, NYSE American Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan. |
| ii. | Actions that Do Not Constitute Issuance of Common Stock and Do Not Reduce Share Reserve. The following actions do not result in an issuance of shares under the Plan and accordingly do not reduce the number of shares subject to the Share Reserve and available for issuance under the Plan: (1) the expiration or termination of any portion of an Award without the shares covered by such portion of the Award having been issued, (2) the settlement of any portion of an Award in cash (i.e., the Participant receives cash rather than Common Stock), (3) the withholding of shares that would otherwise be issued by the Company to satisfy the exercise or strike price of an Appreciation Award; (4) the withholding of shares that would otherwise be issued by the Company to satisfy a tax withholding obligation in connection with an Appreciation Award. |
| ____________ |
1 The number of shares underlying the Plan will be determined at closing and will represent approximately __% of the closing date issued and outstanding common stock.
| 1 |
| iii. | Reversion of Previously Issued Shares of Common Stock to Share Reserve. The following shares of Common Stock previously issued pursuant to an Award and accordingly initially deducted from the Share Reserve will be added back to the Share Reserve and again become available for issuance under the Plan: (1) any shares that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares; (2) any shares that are reacquired by the Company to satisfy the exercise or strike price of an Appreciation Award; and (3) any shares that are reacquired by the Company to satisfy a tax withholding obligation in connection with an Appreciation Award. For each share subject to a Full Value Award that is added back to the Share Reserve pursuant to this subsection, the number of shares of Common Stock available for issuance under the Plan will increase by one share. |
3. ELIGIBILITY AND LIMITATIONS.
(a) Eligible Award Recipients. Subject to the terms of the Plan, Employees, Directors and Consultants are eligible to receive Awards.
(b) Specific Award Limitations.
| i. | Limitations on Incentive Stock Option Recipients. Incentive Stock Options may be granted only to Employees of the Company or a parent corporation or subsidiary corporation thereof (as such terms are defined in Sections 424(e) and (f) of the Code). |
| ii. | Incentive Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s). |
| iii. | Limitations on Incentive Stock Options Granted to Ten Percent Stockholders. A Ten Percent Stockholder may not be granted an Incentive Stock Option unless (i) the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant of such Option and (ii) the Option is not exercisable after the expiration of five years from the date of grant of such Option. |
| iv. | Limitations on Nonstatutory Stock Options and SARs. Nonstatutory Stock Options and SARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any parent of the Company (as such term is defined in Rule 405) unless the stock underlying such Awards is treated as service recipient stock under Section 409A because the Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Awards otherwise comply with the distribution requirements of Section 409A. |
(c) Aggregate Incentive Stock Option Limit. The aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options is the number of shares specified in Section 2(c).
(d) Non-Employee Director Compensation Limit. The aggregate value of all Awards granted to any individual for service as a Non-Employee Director with respect to any calendar year will not exceed (i) $200,000 in total value or (ii) in the event such Non-Employee Director is first appointed or elected to the Board during such calendar year, $400,000 in total value, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.
4. OPTIONS. Each Option will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. The terms and conditions of separate Options need not be identical; provided, however, that each Option Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
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(a) Term. Subject to Section 3(b) regarding Ten Percent Stockholders and excepting Murray Galbraith and James Romano, no Option will be exercisable after the expiration of three years from the date of grant of such Award or such shorter period specified in the Award Agreement. Messrs. Galbraith and Romano shall have an expiration date of Options awarded in 2024 of 5 years from date of grant.
(b) Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option will not be less than $0.20 per share (subject to proportionate adjustment for any consolidations of shares) or 100% of the Fair Market Value on the date of grant of such Award whichever is greater. Notwithstanding the foregoing, an Option may be granted with an exercise or strike price lower than 100% of the Fair Market Value on the date of grant of such Award if such Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.
(c) Exercise Procedure and Payment of Exercise Price for Options. In order to exercise an Option, the Participant must provide notice of exercise to the Plan Administrator in accordance with the procedures specified in the Option Agreement or otherwise provided by the Company. The Board has the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The exercise price of an Option may be paid, to the extent permitted by Applicable Law and as determined by the Board, by one or more of the following methods of payment to the extent set forth in the Option Agreement:
| i. | by cash or check, bank draft or money order payable to the Company; |
| ii. | pursuant to a cashless exercise program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Common Stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the exercise price to the Company from the sales proceeds, or the surrender of rights to the option of the number of shares at fair market value on date of exercise necessary to pay the exercise price; |
| iii. | by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock that are already owned by the Participant free and clear of any liens, claims, encumbrances or security interests, with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided that (1) at the time of exercise the Common Stock is publicly traded, (2) any remaining balance of the exercise price not satisfied by such delivery is paid by the Participant in cash or other permitted form of payment, (3) such delivery would not violate any Applicable Law or agreement restricting the redemption of the Common Stock, (4) any certificated shares are endorsed or accompanied by an executed assignment separate from certificate, and (5) such shares have been held by the Participant for any minimum period necessary to avoid adverse accounting treatment as a result of such delivery; |
| iv. | if the Option is a Nonstatutory Stock Option, by a net exercise arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value on the date of exercise that does not exceed the exercise price, provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the net exercise, (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or |
| v. | in any other form of consideration that may be acceptable to the Board and permissible under Applicable Law. |
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(d) Transferability. The Board may impose such limitations on the transferability of an Option as it determines. In the absence of any such determination by the Board, the following restrictions on the transferability of Options will apply, provided that except as explicitly provided herein, no Option may be transferred for consideration and provided, further, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer:
| i. | Restrictions on Transfer. An Option will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an Option in a manner that is not prohibited by applicable tax and securities laws upon the Participants request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable state law) while such Option is held in such trust, provided that the Participant and the trustee enter into a transfer and other agreements required by the Company. |
| ii. | Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an Option may be transferred pursuant to a domestic relations order. |
(e) Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an Option as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Options will cease upon termination of the Participants Continuous Service.
(f) Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participants Continuous Service is terminated for Cause, the Participants Options will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.
(g) Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 4(h), if a Participants Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her Options to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)):
(a) New Employees and New Officers:
| i. | three months following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participants Disability or death); |
| ii. | 12 months following the date of such termination if such termination is due to the Participants Disability; |
| iii. | 18 months following the date of such termination if such termination is due to the Participants death; or |
| iv. | 18 months following the date of the Participants death if such death occurs following the date of such termination but during the period such Award is otherwise exercisable (as provided in (i) or (ii) above). |
Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.
(b) Directors who are existing or newly appointed as of March 1, 2024, shall have no post termination exercise period, except the expiration of the Option.
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(h) Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an Option at any time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participants Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (x) the exercise of the Participants Option would be prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (y) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 4(a)).
(i) Whole Shares. Options may be exercised only with respect to whole shares of Common Stock or their equivalents.
5. STOCK APPRECIATION RIGHTS. Each SAR will have such terms and conditions as determined by the Board. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate SARs need not be identical; provided, however, that each SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
(a) Term. No SAR will be exercisable after the expiration of ten years from the date of grant of such Award or such shorter period specified in the Award Agreement.
(b) Exercise or Strike Price. Subject to Section 3(b) regarding Ten Percent Stockholders, the exercise or strike price of each SAR will not be less than 100% of the Fair Market Value on the date of grant of such Award, or $0.20 per share (minimum subject to adjustment for consolidations).
(c) Exercise Procedure and Payment of Appreciation Distribution for SARs. In order to exercise any SAR, the Participant must provide notice of exercise to the Plan Administrator in accordance with the SAR Agreement. The appreciation distribution payable to a Participant upon the exercise of a SAR will not be greater than an amount equal to the excess of (x) the aggregate Fair Market Value on the date of exercise of a number of shares of Common Stock equal to the number of Common Stock equivalents that are vested and being exercised under such SAR, over (y) the strike price of such SAR. Such appreciation distribution may be paid to the Participant in the form of Common Stock or cash (or any combination of Common Stock and cash) or in any other form of payment, as determined by the Board and specified in the SAR Agreement.
(d) Transferability. The Board may impose such limitations on the transferability of an SAR as it determines. In the absence of any such determination by the Board, the following restrictions on the transferability of SARs will apply, provided that except as explicitly provided herein, no SAR may be transferred for consideration:
| i. | Restrictions on Transfer. An SAR will not be transferable, except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the Participant only by the Participant; provided, however, that the Board may permit transfer of an SAR in a manner that is not prohibited by applicable tax and securities laws upon the Participants request, including to a trust if the Participant is considered to be the sole beneficial owner of such trust (as determined under Section 671 of the Code and applicable state law) while such SAR is held in such trust, provided that the Participant and the trustee enter into a transfer and other agreements required by the Company. |
| ii. | Domestic Relations Orders. Notwithstanding the foregoing, subject to the execution of transfer documentation in a format acceptable to the Company and subject to the approval of the Board or a duly authorized Officer, an SAR may be transferred pursuant to a domestic relations order. |
(e) Vesting. The Board may impose such restrictions on or conditions to the vesting and/or exercisability of an SAR as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of SARs will cease upon termination of the Participants Continuous Service.
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(f) Termination of Continuous Service for Cause. Except as explicitly otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participants Continuous Service is terminated for Cause, the Participants SARs will terminate and be forfeited immediately upon such termination of Continuous Service, and the Participant will be prohibited from exercising any portion (including any vested portion) of such Awards on and after the date of such termination of Continuous Service and the Participant will have no further right, title or interest in such forfeited Award, the shares of Common Stock subject to the forfeited Award, or any consideration in respect of the forfeited Award.
(g) Post-Termination Exercise Period Following Termination of Continuous Service for Reasons Other than Cause. Subject to Section 5(h), if a Participants Continuous Service terminates for any reason other than for Cause, the Participant may exercise his or her SARs to the extent vested, but only within the following period of time or, if applicable, such other period of time provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate; provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 5(a) above):
| i. | three months following the date of such termination if such termination is a termination without Cause (other than any termination due to the Participants Disability or death); |
| ii. | 12 months following the date of such termination if such termination is due to the Participants Disability; |
| iii. | 18 months following the date of such termination if such termination is due to the Participants death; or |
| iv. | 18 months following the date of the Participants death if such death occurs following the date of such termination but during the period such Award is otherwise exercisable (as provided in (i) or (ii) above). |
Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.
(h) Restrictions on Exercise; Extension of Exercisability. A Participant may not exercise an SAR at any time that the issuance of shares of Common Stock upon such exercise would violate Applicable Law. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participants Continuous Service terminates for any reason other than for Cause and, at any time during the last thirty days of the applicable Post-Termination Exercise Period: (i) the exercise of the Participants SAR would be prohibited solely because the issuance of shares of Common Stock upon such exercise would violate Applicable Law, or (ii) the immediate sale of any shares of Common Stock issued upon such exercise would violate the Company’s Trading Policy, then the applicable Post-Termination Exercise Period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term (as set forth in Section 5(a)).
(i) Whole Shares. Options and SARs may be exercised only with respect to whole shares of Common Stock or their equivalents.
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6. RESTRICTED STOCK AND RESTRICTED STOCK UNITS
(a) Restricted Stock Awards. Each Restricted Stock Award will have such terms and conditions as determined by the Board; provided, however, that each Restricted Stock Award Agreement will conform (through incorporation of the provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
| i. | Form of Award. To the extent consistent with the Company’s Bylaws, at the Boards election, shares of Common Stock subject to a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until such shares become vested or any other restrictions lapse, or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board. Unless otherwise determined by the Board, a Participant will have voting and other rights as a stockholder of the Company with respect to any shares subject to a Restricted Stock Award. |
| ii. | Consideration. A Restricted Stock Award may be granted in consideration for (A) cash or check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of consideration (including future services) as the Board may determine and permissible under Applicable Law. |
| iii. | Vesting. The Board may impose such restrictions on or conditions to the vesting of a Restricted Stock Award as determined by the Board. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, vesting of Restricted Stock Awards will cease upon termination of the Participants Continuous Service. |
| iv. | Termination of Continuous Service. Except as otherwise provided in the Award Agreement or other written agreement between a Participant and the Company or an Affiliate, if a Participants Continuous Service terminates for any reason, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant under his or her Restricted Stock Award that have not vested as of the date of such termination as set forth in the Restricted Stock Award Agreement. |
| v. | Dividends. Dividends may be paid or credited, as applicable, with respect to any shares of Common Stock subject to a Restricted Stock Award, as determined by the Board and specified in the Award Agreement; provided, however, that (i) any dividends that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such Award Agreement (including, but not limited to, any vesting conditions), and (ii) any dividends that are credited with respect to any such shares will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under the terms of such Award Agreement. |
(b) Time and Performance Vesting. The Committee, in its sole discretion, may impose such restrictions on the vesting of the Participants Restricted Stock Award as it may deem advisable or appropriate, in accordance with this Section 6(c).
| i. | Service Vesting. The Committee may condition the vesting of a Participants Restricted Stock Award upon the Participants continued performance of services for the Company through a specified vesting date or dates. If the Participants Continuous Service terminates before such vesting date, the relevant Restricted Stock Award shall be forfeited, except as may otherwise be provided in the Award Agreement. |
| ii. | Performance Vesting. Alternatively, the Committee may, in its discretion, condition the vesting of all or a portion of the Participants Restricted Stock Award upon completion of based upon the achievement of specific Performance Goals (Company-wide, divisional, or individual) or any other basis determined by the Committee in its discretion. |
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(c) Performance Awards. With respect to any RSU Award or other Award designated as a Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.
(d) Other Awards. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value at the time of grant) may be granted either alone or in addition to Awards provided for under Section 4 and the preceding provisions of this Section 5. Subject to the provisions of the Plan, the Board will have sole and complete discretion to determine the persons to whom and the time or times at which such Other Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Awards and all other terms and conditions of such Other Awards.
7. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.
(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (x) the class(es) and maximum number of shares of Common Stock subject to the Plan pursuant to Section 2(a), (y) the class(es) and maximum number of shares that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 2(a), and (z) the class(es) and number of securities and exercise price, strike price or purchase price of Common Stock subject to outstanding Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. Notwithstanding the foregoing, no fractional shares or rights for fractional shares of Common Stock shall be created in order to implement any Capitalization Adjustment. The Board shall determine an appropriate equivalent benefit, if any, for any fractional shares or rights to fractional shares that might be created by the adjustments referred to in the preceding provisions of this Section.
(b) Dissolution or Liquidation. Except as otherwise provided in the Award Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Awards (other than Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Award is providing Continuous Service, provided, however, that the Board may determine to cause some or all Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.
(c) Corporate Transaction. The following provisions will apply to Awards in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award.
| i. | Awards May Be Assumed. In the event of a Corporate Transaction, any surviving corporation or acquiring corporation (or the surviving or acquiring corporations parent company) may assume or continue any or all Awards outstanding under the Plan or may substitute similar awards for Awards outstanding under the Plan (including but not limited to, awards to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction), and any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to Awards may be assigned by the Company to the successor of the Company (or the successors parent company, if any), in connection with such Corporate Transaction. A surviving corporation or acquiring corporation (or its parent) may choose to assume or continue only a portion of an Award or substitute a similar award for only a portion of an Award or may choose to assume or continue the Awards held by some, but not all Participants. The terms of any assumption, continuation or substitution will be set by the Board. |
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| ii. | Awards Held by Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by Participants whose Continuous Service has not terminated prior to the effective time of the Corporate Transaction (referred to as the Current Participants), the vesting of such Awards (and, with respect to Options and Stock Appreciation Rights, the time when such Awards may be exercised) will be accelerated in full to a date prior to the effective time of such Corporate Transaction (contingent upon the effectiveness of the Corporate Transaction) as the Board determines (or, if the Board does not determine such a date, to the date that is five (5) days prior to the effective time of the Corporate Transaction), and such Awards will terminate if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction, and any reacquisition or repurchase rights held by the Company with respect to such Awards will lapse (contingent upon the effectiveness of the Corporate Transaction). With respect to the vesting of Performance Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and that have multiple vesting levels depending on the level of performance, unless otherwise provided in the Award Agreement, the vesting of such Performance Awards will accelerate at 100% of the target level upon the occurrence of the Corporate Transaction. With respect to the vesting of Awards that will accelerate upon the occurrence of a Corporate Transaction pursuant to this subsection (ii) and are settled in the form of a cash payment, such cash payment will be made no later than 30 days following the occurrence of the Corporate Transaction. |
| iii. | Awards Held by Persons other than Current Participants. In the event of a Corporate Transaction in which the surviving corporation or acquiring corporation (or its parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards, then with respect to Awards that have not been assumed, continued or substituted and that are held by persons other than Current Participants, such Awards will terminate if not exercised (if applicable) prior to the occurrence of the Corporate Transaction; provided, however, that any reacquisition or repurchase rights held by the Company with respect to such Awards will not terminate and may continue to be exercised notwithstanding the Corporate Transaction. |
| iv. | Payment for Awards in Lieu of Exercise. Notwithstanding the foregoing, in the event an Award will terminate if not exercised prior to the effective time of a Corporate Transaction, the Board may provide, in its sole discretion, that the holder of such Award may not exercise such Award but will receive a payment, in such form as may be determined by the Board, equal in value, at the effective time, to the excess, if any, of (1) the value of the property the Participant would have received upon the exercise of the Award (including, at the discretion of the Board, any unvested portion of such Award), over (2) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value of the property is equal to or less than the exercise price payable by the holder. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in connection with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies. |
(d) Appointment of Stockholder Representative. As a condition to the receipt of an Award under this Plan, a Participant will be deemed to have agreed that the Award will be subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on the Participants behalf with respect to any escrow, indemnities and any contingent consideration.
(e) No Restriction on Right to Undertake Transactions. The grant of any Award under the Plan and the issuance of shares pursuant to any Award does not affect or restrict in any way the right or power of the Company or the Stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Companys capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, rights or options to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
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8. ADMINISTRATION.
(a) Administration by Compensation Committee. The Board, or as determined by the Board the Compensation Committee of the Board, will administer the Plan unless and until the Board delegates administration of the Plan to a different Committee or Committees of the Board.
(b) Powers of Committee. The Committee will have the power, subject to, and within the limitations of, the express provisions of the Plan:
| i. | To determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each Award granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common Stock or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each such person; and (6) the Fair Market Value applicable to an Award. |
| ii. | To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Award Agreement, in a manner and to the extent it deems necessary or expedient to make the Plan or Award fully effective. |
| iii. | To settle all controversies regarding the Plan and Awards granted under it. |
| iv. | To accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest, notwithstanding the provisions in the Award Agreement stating the time at which it may first be exercised or the time during which it will vest. |
| v. | To prohibit the exercise of any Option, SAR or other exercisable Award during a period of up to 30 days prior to the consummation of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Corporate Transaction, for reasons of administrative convenience. |
| vi. | To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board or Committee discretion; provided however, that, a Participants rights under any Award will not be Materially Impaired by any such amendment unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing. |
| vii. | Generally, to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or Awards. |
| viii. | To adopt such procedures and sub-plans as are necessary or appropriate to permit and facilitate participation in the Plan by, or take advantage of specific tax treatment for Awards granted to, Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Plan, and Committee approval will not be necessary for immaterial modifications to any Award Agreement, deemed necessary or desirable to ensure or facilitate compliance with the laws of the relevant foreign jurisdiction). |
(c) Rule 16b-3 Compliance. To the extent an Award is intended to qualify for the exemption from Section 16(b) of the Exchange Act that is available under Rule 16b-3 of the Exchange Act, the Award will be granted by the Board or a Committee that consists solely of two or more Non-Employee Directors, as determined under Rule 16b-3(b)(3) of the Exchange Act and thereafter any action establishing or modifying the terms of the Award will be approved by the Board or a Committee meeting such requirements to the extent necessary for such exemption to remain available.
(d) Effect of Committees Decision. All determinations, interpretations and constructions made by the Committee in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.
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(e) Cancellation and Re-Grant of Awards. Neither the Board nor any Committee will have the authority to: (i) reduce the exercise price or strike price of any outstanding Options or SARs under the Plan, or (ii) cancel any outstanding Options or SARs that have an exercise price or strike price greater than the current Fair Market Value in exchange for cash or other Awards under the Plan, unless the stockholders of the Company have approved such an action within twelve months prior to such an event.
(f) Delegation to an Officer. The Committee may delegate to one or more Officers the authority to do one or both of the following (i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by Applicable Law, other types of Awards) and, to the extent permitted by Applicable Law, the terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Awards granted to such Employees; provided, however, that the resolutions or charter adopted by the Board or any Committee evidencing such delegation will specify the total number of shares of Common Stock that may be subject to the Awards granted by such Officer and that such Officer may not grant an Award to himself or herself. Any such Awards will be granted on the applicable form of Award Agreement most recently approved for use by the Committee, unless otherwise provided in the resolutions approving the delegation authority. Notwithstanding anything to the contrary herein, neither the Board nor any Committee may delegate to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) the authority to determine the Fair Market Value of shares of the Common Stock.
9. TAX WITHHOLDING
(a) Withholding Authorization. As a condition to acceptance of any Award under the Plan, a Participant authorizes withholding from payroll and any other amounts payable to such Participant, and otherwise agrees to make adequate provision for (including), any sums required to satisfy any U.S. federal, state, local and/or foreign tax or social insurance contribution withholding obligations of the Company or an Affiliate, if any, which arise in connection with the grant, exercise, vesting or settlement of such Award, as applicable. Accordingly, a Participant may not be able to exercise an Award even though the Award is vested, and the Company shall have no obligation to issue shares of Common Stock subject to an Award, unless and until such obligations are satisfied.
(b) Satisfaction of Withholding Obligation. To the extent permitted by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any U.S. federal, state, local and/or foreign tax or social insurance withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by allowing a Participant to effectuate a cashless exercise pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award Agreement.
(c) No Obligation to Notify or Minimize Taxes; No Liability to Claims. Except as required by Applicable Law the Company has no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Award. Furthermore, the Company has no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award and will not be liable to any holder of an Award for any adverse tax consequences to such holder in connection with an Award. As a condition to accepting an Award under the Plan, each Participant (i) agrees to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from such Award or other Company compensation and (ii) acknowledges that such Participant was advised to consult with his or her own personal tax, financial and other legal advisors regarding the tax consequences of the Award and has either done so or knowingly and voluntarily declined to do so. Additionally, each Participant acknowledges any Option or SAR granted under the Plan is exempt from Section 409A only if the exercise or strike price is at least equal to the fair market value of the Common Stock on the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Award. Additionally, as a condition to accepting an Option or SAR granted under the Plan, each Participant agrees not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that the Internal Revenue Service asserts that such exercise price or strike price is less than the fair market value of the Common Stock on the date of grant as subsequently determined by the Internal Revenue Service.
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(d) Withholding Indemnification. As a condition to accepting an Award under the Plan, in the event that the amount of the Companys and/or its Affiliates withholding obligation in connection with such Award was greater than the amount actually withheld by the Company and/or its Affiliates, each Participant agrees to indemnify and hold the Company and/or its Affiliates harmless from any failure by the Company and/or its Affiliates to withhold the proper amount.
10. MISCELLANEOUS.
(a) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.
(b) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.
(c) Corporate Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board or the Committee, regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Committee consents, Board consents, resolutions or minutes) documenting the corporate action approving the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related grant documents as a result of a clerical error in the Award Agreement or related grant documents, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.
(d) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Award unless and until (i) such Participant has satisfied all requirements for exercise of the Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Award is reflected in the records of the Company.
(e) No Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or affect the right of the Company or an Affiliate to terminate at will and without regard to any future vesting opportunity that a Participant may have with respect to any Award (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultants agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is incorporated, as the case may be. Further, nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award will constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or service or confer any right or benefit under the Award or the Plan unless such right or benefit has specifically accrued under the terms of the Award Agreement and/or Plan.
(f) Change in Time Commitment. In the event a Participants regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Board may determine, to the extent permitted by Applicable Law, to (i) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.
(g) Execution of Additional Documents. As a condition to accepting an Award under the Plan, the Participant agrees to execute any additional documents or instruments necessary or desirable, as determined in the Plan Administrators sole discretion, to carry out the purposes or intent of the Award, or facilitate compliance with securities and/or other regulatory requirements, in each case at the Plan Administrators request.
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(h) Electronic Delivery and Participation. Any reference herein or in an Award Agreement to a written agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). By accepting any Award the Participant consents to receive documents by electronic delivery and to participate in the Plan through any on-line electronic system established and maintained by the Plan Administrator or another third party selected by the Plan Administrator. The form of delivery of any Common Stock (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company.
(i) Clawback/Recovery. All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a Participants right to voluntary terminate employment upon a resignation for good reason, or for a constructive termination or any similar term under any plan of or agreement with the Company.
(j) Securities Law Compliance. A Participant will not be issued any shares in respect of an Award unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Each Award also must comply with other Applicable Law governing the Award, and a Participant will not receive such shares if the Company determines that such receipt would not be in material compliance with Applicable Law.
(k) Transfer or Assignment of Awards; Issued Shares. Except as expressly provided in the Plan or the form of Award Agreement, Awards granted under the Plan may not be transferred or assigned by the Participant. After the vested shares subject to an Award have been issued, or in the case of Restricted Stock and similar awards, after the issued shares have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Trading Policy and Applicable Law and in accordance with the terms of any Award Agreement.
(l) Effect on Other Employee Benefit Plans. The value of any Award granted under the Plan, as determined upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Participants benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Companys or any Affiliates employee benefit plans.
(m) Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A, and, to the extent not so exempt, in compliance with the requirements of Section 409A. If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes deferred compensation under Section 409A is a specified employee for purposes of Section 409A, no distribution or payment of any amount that is due because of a separation from service (as defined in Section 409A without regard to alternative definitions thereunder) will be issued or paid before the date that is six months and one day following the date of such Participants separation from service or, if earlier, the date of the Participants death, unless such distribution or payment can be made in a manner that complies with Section 409A, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.
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(n) Choice of Law. This Plan and any controversy arising out of or relating to this Plan shall be governed by, and construed in accordance with, the internal laws of the State of Nevada without regard to conflict of law principles that would result in any application of any law other than the law of the State of Nevada.
11. COVENANTS OF THE COMPANY. COMPLIANCE WITH LAW. The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.
12. SEVERABILITY. If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
13. AMENDMENT OF TERMINATION OF THE PLAN.
(a) Termination. The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the Adoption Date. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
(b) Amendment. The Board, in its sole discretion, may amend the Plan in any respect the Board deems necessary or advisable; provided, however, that Stockholder approval will be required for any amendment to the extent required by Applicable Law.
(c) Effect on Prior Awards. No Participants rights under any Award granted before the amendment or termination of the Plan will be Materially Impaired by any amendment, suspension, or termination of the Plan unless (1) the Company requests the consent of the affected Participant, and (2) such Participant consents in writing, provided that such consent shall not be required if the Board determines, in its sole and absolute discretion, that the amendment, suspension or termination: (a) is required or advisable in order for the Company, the Plan or the Award to satisfy applicable law, to meet the requirements of any accounting standard or to avoid any adverse accounting treatment, or (b) in connection with any transaction or event described in Section 7(c), is in the best interests of the Company or its stockholders.
14. DEFINITIONS. As used in the Plan, the following definitions apply to the capitalized terms indicated below:
| (a) |
Adoption Date means the date the Plan is first approved by the Board or Compensation Committee |
| (b) | Affiliate means, at the time of determination, any parent or subsidiary of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which parent or subsidiary status is determined within the foregoing definition. |
| (c) | Applicable Law means shall mean any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority). |
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| (d) | Award means any right to receive Common Stock, cash or other property granted under the Plan (including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a RSU Award, a SAR, a Performance Award or any Other Award). |
| (e) | Award Agreement means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and conditions applicable to the Award and which is provided to a Participant along with the Grant Notice. |
| (f) | Board means the Board of Directors of the Company (or its designee). Any decision or determination made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and binding on all Participants. |
| (g) | Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Adoption Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment. |
| (h) | Cause has the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) the commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether or not resulting in criminal prosecution or conviction), including theft or destruction of property of the Company or a subsidiary, or any other act or practice which the Committee shall, in good faith, deem to have resulted in the recipients becoming unbondable under the Company or any subsidiary’s fidelity bond; (ii) the willful engaging in misconduct which is deemed by the Committee, in good faith, to be materially injurious to the Company or any subsidiary, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential or sensitive business information and data about the Company or any subsidiaries and competing with the Company or any subsidiaries, or soliciting employees, consultants or customers of the Company or any subsidiaries in violation of law or any employment or other agreement to which the recipient is a party; (iii) the continued failure or habitual neglect by a person who is a Participant to perform his or her duties with the Company or any subsidiary; or (iv) other disregard of rules or policies of the Company or any subsidiary, or conduct evidencing willful or wanton disregard of the interests of the Company or any subsidiary. |
| (i) | Code means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. |
| (j) | Committee means the Compensation Committee and any other committee of Directors to whom authority has been delegated by the Board or Compensation Committee in accordance with the Plan. |
| (k) | Common Stock means the common stock of the Company. |
| (l) | Company means YouneeqAI Technical Services, Inc., a Nevada corporation. |
| (m) | Compensation Committee means the Compensation Committee of the Board. |
| (n) |
Consultant means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a Consultant for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person. |
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| (o) | Continuous Service means that the Participants service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participants service with the Company or an Affiliate, will not terminate a Participants Continuous Service; provided, however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, such Participants Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law. In addition, to the extent required for exemption from or compliance with Section 409A, the determination of whether there has been a termination of Continuous Service will be made, and such term will be construed, in a manner that is consistent with the definition of separation from service as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder). |
| (p) | Corporate Transaction means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events, provided, however, to the extent necessary to avoid adverse personal income tax consequences to the Participant under Section 409A of the Code in connection with an Award, such transaction or series of transactions, also constitutes a Section 409A Change in Control: |
| i. | a sale or other disposition of all or substantially all, as determined by the Board, of the consolidated assets of the Company and its Subsidiaries; |
| ii. | a sale or other disposition of at least 50% of the outstanding securities of the Company; |
| iii. | a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or |
| iv. | a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise. |
| (q) | Director means a member of the Board. |
| (r) | determine or determined means as determined by the Board or the Committee (or its designee) in its sole discretion.
| |
| (s) | Disability means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Section 22(e)(3) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. In making such a determination, the Board may rely upon a determination by the Social Security Administration that the Participant is disable for purposes of eligibility for Social Security disability benefits. |
| (t) | Employee means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an Employee for purposes of the Plan. |
| (u) | Employer means the Company or the Affiliate of the Company that employs the Participant.
| |
| (v) | Entity means a corporation, partnership, limited liability company or other entity. |
| (w) | Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. |
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| (x) | Fair Market Value means, as of any date, unless otherwise determined by the Board, the value of the Common Stock (as determined on a per share or aggregate basis, as applicable) determined as follows: |
| i. | If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable. |
| ii. | If there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists. |
| iii. | In the absence of such markets for the Common Stock, or if otherwise determined by the Board, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code. |
| (y) | Governmental Body means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal, and for the avoidance of doubt, any Tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the Nasdaq Stock Market, New York Stock Exchange, and the Financial Industry Regulatory Authority). |
| (z) | Grant Notice means the notice provided to a Participant that he or she has been granted an Award under the Plan and which includes the name of the Participant, the type of Award, the date of grant of the Award, number of shares of Common Stock subject to the Award or potential cash payment right, (if any), the vesting schedule for the Award (if any) and other key terms applicable to the Award. |
| (aa) | Incentive Stock Option means an option granted pursuant to Section 4 of the Plan that is intended to be, and qualifies as, an incentive stock option within the meaning of Section 422 of the Code. |
| (bb) | IPO Date means the date on which the Company completes an underwritten initial public offering of the Common Stock. |
| (cc) | Materially Impair means any amendment to the terms of the Award that materially adversely affects the Participants rights under the Award. A Participants rights under an Award will not be deemed to have been Materially Impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participants rights. For example, the following types of amendments to the terms of an Award do not Materially Impair the Participants rights under the Award: (i) imposition of reasonable restrictions on the minimum number of shares subject to an Option that may be exercised, (ii) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iii) to change the terms of an Incentive Stock Option in a manner that disqualifies, impairs or otherwise affects the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (iv) to clarify the manner of exemption from, or to bring the Award into compliance with or qualify it for an exemption from, Section 409A; or (v) to comply with other Applicable Laws. |
| (dd) | Non-Employee Director means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (Regulation S-K)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a non-employee director for purposes of Rule 16b-3.
| |||
| (ee) | Nonstatutory Stock Option means any option granted pursuant to Section 4 of the Plan that does not qualify as an Incentive Stock Option. | |||
| (ff) | Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act. |
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| (gg) | Option means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan. |
| (hh) | Option Agreement means a written agreement between the Company and the Optionholder evidencing the terms and conditions of the Option grant. The Option Agreement includes the Grant Notice for the Option and the agreement containing the written summary of the general terms and conditions applicable to the Option and which is provided to a Participant along with the Grant Notice. Each Option Agreement will be subject to the terms and conditions of the Plan. |
| (ii) | Optionholder means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. |
| (jj) | Other Award means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(e). |
| (kk) | Other Award Agreement means a written agreement between the Company and a holder of an Other Award evidencing the terms and conditions of an Other Award grant. Each Other Award Agreement will be subject to the terms and conditions of the Plan. |
| (ll) | Own, Owned, Owner, Ownership means that a person or Entity will be deemed to Own, to have Owned, to be the Owner of, or to have acquired Ownership of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. |
| (mm) | Participant means an Employee, Director or Consultant to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award. |
| (nn) | Performance Award means a Restricted Stock Unit Award or other Award that may vest or may be exercised or a cash award that may vest or become earned and paid contingent upon the attainment during a Performance Period of certain Performance Goals and which is granted under the terms and conditions of Section 5 pursuant to such terms as are approved by the Board or the Committee. In addition, to the extent permitted by Applicable Law and set forth in the applicable Award Agreement, the Committee may determine that cash or other property may be used in payment of Performance Awards. Performance Awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock. |
| (oo) | Performance Criteria means the one or more criteria that the Board or Committee will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on any measure of performance selected by the Board or Committee. |
| (pp) | Performance Goals means, for a Performance Period, the one or more goals established by the Board or Committee for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board or Committee will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are unusual in nature or occur infrequently as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expensed under generally accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; and (12) to exclude the effects of the timing of acceptance for review and/or approval of submissions to the U.S. Food and Drug Administration or any other regulatory body. In addition, the Committee retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Award Agreement or the written terms of a Performance Cash Award. | |||
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| (qq) | Performance Period means the period of time selected by the Committee or the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participants right to vesting or exercise of an Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Committee or the Board. |
| (rr) | Plan means this YouneeqAI Technical Services, Inc. 2024 Equity Incentive Plan. |
| (ss) | Plan Administrator means the person, persons, and/or third-party administrator designated by the Company to administer the day-to-day operations of the Plan and the Company’s other equity incentive programs. |
| (tt) | Post-Termination Exercise Period means the period following termination of a Participants Continuous Service within which an Option or SAR is exercisable, as specified in Section 4(g) or Section 5(g), as applicable. |
| (uu) | Restricted Stock Award or RSA means an Award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a). |
| (vv) | Restricted Stock Award Agreement means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. The Restricted Stock Award Agreement includes the Grant Notice for the Restricted Stock Award and the agreement containing the written summary of the general terms and conditions applicable to the Restricted Stock Award and which is provided to a Participant along with the Grant Notice. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan. |
| (ww) | RSU Award or RSU means an Award of restricted stock units representing the right to receive an issuance of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b). |
| (xx) | RSU Award Agreement means a written agreement between the Company and a holder of a RSU Award evidencing the terms and conditions of a RSU Award grant. The RSU Award Agreement includes the Grant Notice for the RSU Award and the agreement containing the written summary of the general terms and conditions applicable to the RSU Award and which is provided to a Participant along with the Grant Notice. Each RSU Award Agreement will be subject to the terms and conditions of the Plan. | |
| (yy) | Rule 16b-3 means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. |
| (zz) | Rule 405 means Rule 405 promulgated under the Securities Act. |
| (aaa) | Section 409A means Section 409A of the Code and the regulations and other guidance thereunder. |
| (bbb) | Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). |
| (ccc) | Securities Act means the Securities Act of 1933, as amended. |
| (ddd) | Share Reserve means the number of shares available for issuance under the Plan as set forth in Section 2(a). |
| 19 |
| (eee) | Stock Appreciation Right or SAR means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5. |
| (fff) | SAR Agreement means a written agreement between the Company and a holder of a SAR evidencing the terms and conditions of a SAR grant. The SAR Agreement includes the Grant Notice for the SAR and the agreement containing the written summary of the general terms and conditions applicable to the SAR and which is provided to a Participant along with the Grant Notice. Each SAR Agreement will be subject to the terms and conditions of the Plan. |
| (ggg) | Subsidiary means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.. |
| (hhh) | Ten Percent Stockholder means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.
| |||
| (iii) | Trading Policy means the Company’s policy permitting certain individuals to sell Company shares only during certain window periods and/or otherwise restricts the ability of certain individuals to transfer or encumber Company shares, as in effect from time to time. | |||
| 20 |
Exhibit 5.1
Exhibit 23.1
Michael A. Littman
Attorney at Law
PO Box 1839, Arvada, CO 80001
Phone: 720-530-6184
Email: malattyco@aol.com
August 11, 2026
YouneeqAI Technical Services, Inc.
2700 Youngfield St., Suite 100
Lakewood, CO 80215
Re: Form S-1 for up to 11,715,328 Shares of Common Stock by Selling Shareholders of YouneeqAI Technical Services, Inc.
Gentlemen:
At your request, I have examined the Form S-1 which is being filed with the Securities and Exchange Commission ("SEC") (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of:
| · | Up to 11,715,328 shares to be issued upon effectiveness of Registration. |
In rendering the following opinion, I have examined and relied upon all of the documents listed as exhibits to the Form S-1, and resolutions of the Board of Directors of the Company adopted by the Board of Directors of the Company authorizing the agreement for the issuance of the stock, registered in Form S-1 to which this letter refers. In my examination, I have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to me as originals, and the conformity with the original documents of all documents submitted to me as copies.
I have not undertaken, nor do I intend to undertake, any independent investigation beyond such specified documents and records, but to the extent necessary for this opinion, I have inquired and am satisfied as to the adequacy and accuracy of such documents and records. I have examined all documents necessary to form my opinions.
Based on the foregoing, it is my opinion that the stock being registered under the Registration Statement, when and as issued, will be duly and validly authorized, fully paid and non-assessable under Nevada Laws.
I express no opinion as to compliance with the Securities Acts or "blue sky" laws of any state in which the stock is proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of transfer of the stock.
I consent to the filing of this opinion as an exhibit to any filing made with the Securities and Exchange Commission or under any state or other jurisdiction's securities act for the purpose of registering, qualifying or establishing eligibility for an exemption from registration or qualification of the stock described in the Registration Statement in connection with the offering described therein.
This opinion covers only matters of Nevada law and nothing in this opinion shall be deemed to imply any opinion related to the laws of any other jurisdiction. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I disclaim any undertaking to advise you of changes which may be brought to my attention after the effective date of the Registration Statement.
Sincerely,
/s/ Michael A. Littman
Michael A. Littman, Attorney at Law
Exhibit 10.1
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 15th, day of April, 2024.
BETWEEN:
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
(the "Company")
- AND –
David Edmunds of Broad Reach Consulting Inc. of
Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8
(the "Service Provider").
BACKGROUND:
A. The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company.
B. The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement.
C. The Company is interested in the Service Provider Services under the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. POSITION AND DUTIES
1.1 Position.
Starting on the 15th day of April, 2024, the Service Provider will be contracted by the Company as Chief Financial Officer, and will report to the Board of Directors, as described in Appendix “A” – “Roles and Responsibilities”.
1.2 Duties.
The Service Provider shall perform such duties as are regularly and customarily performed by Chief Financial Officer, which shall include but are not limited to the duties set forth in Schedule
| 1 |
“A” hereto and any other duties assigned from time to time that are consistent with this position in the Company.
Location.
The Service Provider services will be provided initially from the Service Provider own office. The Company reserve the right to require that the Service Provider will provide the services from the Company’s office from time to time. The Service Provider understand that he/she may be required to travel from time to time in order to fulfill his/her duties. Pending time and schedules to be provided by the Company and agreed to by both parties.
1.3 Time and Efforts.
As an Independent contractor of the Company the Service Provider acknowledge that:
(a) he/she owe a duty of good faith and honesty to the Company;
(b) unless prevented by ill health, or physical or mental disability or impairment, the Service Provider will devote his/her time, effort, care and attention to his/her duties set out in this Agreement;
(c) the Service Provider will promote the interests of the Company and not do anything which would constitute a conflict of interest between the best interests of the Company and the Service Provider’s personal interests.
1.4 Policies.
The Service Provider understands and agrees that the Company maintains or may maintain certain policies that relate to his/her Service. These policies include or may include conditions and general rules and procedures regarding the Company and its relations with or obligations to its customers and clients. The Company will notify the Service Provider with these changes in advance.
1.5 Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Company acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
The Service Provider shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner. The Service Provider may represent the Company as the Company may require and after receiving a Company's approval in writing.
The Service Provider shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.
1.6 Indemnification
(a) Indemnification by Service Provider. The Service Provider agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims,
| 2 |
liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
(i) the negligent, grossly negligent, or intentional act or omission of the Service Provider or its directors, officers, employees, agents or Contractors,
(ii) Service Provider’s failure to perform any of its obligations under this Agreement, and
(b) Notification. The Company will promptly notify the Service Provider of any claim for indemnification.
(c) Survival. The Service Provider obligations under this Section 10 shall survive termination or expiration of this Agreement.
2. COMPENSATION
2.1 Compensation.
The Company shall pay the Service Provider compensation for his/her Services as described in Appendix “A” below; this compensation may include one of the following or a combination of both:
(a) Hourly Based Compensation and/or fixed-price model as described in Appendix “A” below;
(b) Equity Compensation. Company’s common shares (the “Equity Compensation”) as described in Appendix “A” below;
2.2 Compensation by way of Stock Options.
Subject to compliance with all applicable laws, regulatory bodies and the Company’s Board of Directors’ approval, the Company may agree to grant the Service Provider the an option to purchase common shares in the capital of the Company as described in Appendix “A” and/or as will be decided by the Company from time to time, which will be subject to the terms and conditions of a stock option agreement to be entered into by the Service Provider and the Company.
2.3 Payments practices, taxes, and statutory withholdings.
All compensation payable to the Service Provider pursuant to this section 2 or otherwise under this Agreement, will be payable on a Retainer basis payable on the first day of each month against a tax invoice that will include the Service Provider’s details including his/her business tax number. The Service Provider is responsible to pay all taxes according to the laws of his/her jurisdiction.
The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services. All expenses must be pre-approved by the Company.
| 3 |
3. CONFIDENTIAL INFORMATION AND DEVELOPMENTS
3.1 Definitions.
(a) “Confidential Information” means information, whether or not originated by the Service Provider, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Notwithstanding, for the avoidance of doubt, only such information shall be treated as Confidential Information which has been specifically intimated to the Service Provider as confidential in writing. Any information disclosed must be reduced in writing within seven days of disclosure and/or any confidential information must be marked as such in order to be protectable. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature:
(i) work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;
(ii) computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;
(iii) information relating to Developments prior to any public disclosure thereof, including but not limited to, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, trademarks and trade secrets);
(iv) internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business;
(v) marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and
(vi) all information that becomes known to the Service Provider as a result of providing services to the company that the Service Provider, acting
| 4 |
reasonably, believes is Confidential Information or that the Company takes measures to protect.
Confidential Information does not include:
(i) the general skills and experience gained during the Service Provider contract with the Company that the Service Provider could reasonably have been expected to acquire in similar contract with other companies;
(ii) information publicly known without breach of this Agreement or similar agreements; or
(iii) information that the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement.
(b) “Developments” means all discoveries, inventions, designs, works of authorship, algorithms, drawings, compilations of information and analyses, know-how, methods, processes, techniques, specifications and source code listings, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:
(i) result or derive from the Service Provider services or from the Service Provider knowledge or use of Confidential Information;
(ii) are conceived or made by the Service Provider (individually or in collaboration with others) during the term of the Service Provider contract by the Company;
(iii) result from or derive from the use or application of the resources (including without limitation, equipment, supplies, premises) of the Company or its affiliates; or
(iv) relate to the business operations of the Company or to actual or demonstrably anticipated research or development by the Company or its affiliates.
3.2 No Conflicting Obligations.
The Company is contracting the Service Provider services based upon the Service Provider’s general skills and abilities. It is a condition of this contract that:
(a) the Service Provider is not in possession of any trade secret, confidential or proprietary information of a former contracting entity or other party (“Unauthorized Information”),
| 5 |
(b) the Service Provider do not obtain, keep, use, or disclose any Unauthorized Information, and
(c) the Service Provider covenant that he/she is not a party to an agreement with a prior contracting entity or other third party that would prohibit providing services to the Company.
3.3 Confidential Information.
(a) All Confidential Information, (whether developed by the Service Provider at any time while the Service Provider was providing services to the Company, or by others contracted by or associated with the Company or its affiliates or clients), is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement.
(b) The success of the Company is dependent upon the ability to protect the Confidential Information from disclosure. In view of the foregoing, the Service Provider agree to make the following covenants regarding his/her conduct during and subsequent to his/her contract with the Company.
(i) At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will not disclose Confidential Information to any person (other than as necessary in carrying out his/her duties on behalf of the Company) without first obtaining the Company’s consent, and will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information.
(ii) At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information.
(iii) Within twenty-four (24) hours after the termination of this contract for any reason, the Service Provider will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Service Provider possession or under his/her control.
3.4 Ownership of Developments and Intellectual Property Rights.
(a) All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments.
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(b) The Service Provider agree to disclose all Developments, and that no intellectual property rights in the Developments are or will be retained by the Service Provider. For greater certainty, all work done during the term of this contract by the Service Provider for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be.
(c) In consideration of the compensation and/or any benefits to be received by the Service Provider under the terms of this Agreement, you hereby irrevocably sell, assign and transfer and agree in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright and copyright registration, industrial design registration, trademarks and trademark registration, other registrations, analogous grants of rights, and any goodwill associated therewith in Canada and worldwide to the Company and the Service provider will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company. If the Service Provider have any rights to the Developments that cannot be assigned to the Company (including moral rights or droit moral), then as against the Company, the Service Provider hereby unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect thereto. The Service Provider agree, at the Company's request and expense, to consent to and join in any action by the Company to enforce such rights, and agree that he/she shall not exercise those rights against any third parties without the express written consent of the Company. The Service Provider acknowledge and agree that the above waiver of rights may be invoked by any person authorized by the Company to use and/or modify the Developments.
(d) The Service Provider will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Service Provider cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Service Provider contract, the Service Provider agree that he/she will provide that cooperation both during or after the termination of this Agreement (so long as the Company pays the Service Provider reasonable compensation for his/her time if after the termination of this Agreement).
3.5 Consent to Enforcement.
The Company has invested significant resources in acquiring and developing the Confidential Information and Developments, such that they are valuable assets of the Company. Further, the Service Provider understand that his/her promises set out in sections 3.3 and 3.4 are reasonable and valid, and are a material inducement to the Company. Because damages alone for breaches of sections 3.3 and 3.4 may not be an adequate remedy, the Service Provider understand that the Company is entitled to seek an order for specific enforcement and injunctive relief from a court of competent jurisdiction in the event that the Service Provider breach of any of the provisions stipulated in sections 3.3 or 3.4.
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3.6 Continuation of Obligations.
The Service Provider obligations under this Article 3 remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or termination of this Agreement for any reason.
4. RESTRICTIVE COVENANTS
4.1 Non-competition.
While the Service Provider is contracted by the Company, it covenants and agrees that he/she will not, without the prior written approval of the Company, such approval not to be unreasonable withheld, become engaged, directly or indirectly, as an employee, consultant, partner, principal, agent or advisor in a business anywhere in North America that develops, markets, sells or licenses products or services competitive with those products or services developed, marketed, sold or licensed by the Company.
4.2 Non-solicitation of Clients & Customers.
While the Service Provider is contracted by the Company and for a period of two (2) years immediately following the termination of the Service Provider contract for any reason, the Service Provider covenant and agree that he/she will not, directly or indirectly, contact or solicit any Client or Customer of the Company for the purpose of entering into contracts with such clients for products or services competitive with those products or services developed, marketed, sold or licensed by the Company. For the purpose of this section, “Client or Customer” includes anyone who is a client or customer of the Company at the relevant time during the term of the Service Provider contract or at the time of the termination of the contract or anyone who was or has been a client or customer of the Company within the two year period preceding such date and with whom the Service Provider have had contact.
4.3 Non-solicitation of Employees and Contractors.
While the Service provider is contracted by the Company and for a period of two (2) years immediately following the termination of the contract for any reason, the Service Provider covenant and agree that he/she will neither directly nor indirectly hire, nor engage, nor solicit, induce, or attempt to induce any persons who were employees or contractors of the Company at the time of the termination of the Service Provider’s contract or during a period of 120 days immediately preceding the termination, to terminate their employment, engagement or agreement with the Company.
5. TERMINATION
5.1 The term of this Agreement (the "Term") will begin on the date of execution of this Agreement and will remain in full force and effect for a period of one (1) year, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
5.2 In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 90-day prior written notice to the other Party
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(the “Notice of Termination”). Upon provision of the Notice of Termination, the Service Provider will be entitled to receive Compensation for all Services completed up to and including the 90-day period after receipt of Notice of Termination (the “Date of Termination”).
5.3 Upon termination of this contract, the Service Provider will promptly return to the Company all Company property and Confidential Information in his/her possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company.
6. GENERAL
6.1 Obligations Continue.
The Service Provider obligations under Article 3 are to remain in full force and effect notwithstanding termination of this Agreement for any reason.
6.2 Amendment or Waiver.
No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Service Provider and an authorized officer of the Company. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be.
6.3 Compliance with Policies and Laws.
The Service Provider agree to abide by all the Company’s policies and procedures, including without limitation, the Company’s code of conduct. The Service Provider also agree to abide by all laws applicable to the Company, in each jurisdiction that it does business, including without limitation securities and regulations governing companies.
6.4 Governing Law and Venue.
This Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of Toronto, Ontario with respect to any disputes arising out of this Agreement.
6.5 Notices.
Any notice required or permitted to be given under this Agreement shall be in writing or email and shall be properly given if delivered to the addresses as follows:
(a) in the case of the Company:
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
Attention: Board of Directors
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(b) in the case of the Employee:
at the address noted on page 1 of this Agreement or to the last address of the Service Provider in the records of the Company.
Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if faxed, upon the date shown on the delivery receipt recorded by the sending facsimile machine.
6.6 Severability.
If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law.
6.7 Entire Agreement.
This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
6.8 Currency.
Unless otherwise specified herein all references to dollar or dollars are references to Canadian dollars.
6.9 Further Assurances.
The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as you or the Company may require for the purposes of giving effect to this Agreement.
6.10 Counterparts/Facsimile Execution.
This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.
| 10 |
INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement as of the date first above written.
YOUNEEQAI TECHNICAL SERVICES INC.
Per: /s/ Murray Galbraith
Authorized Signatory
EXECUTED by the Service Provider:
/s/ David Edmunds
DAVID EDMUNDS
Print Name
Suite 207 – 2680 Arbutus Street
Address
Vancouver, BC, V6J 5L8
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SCHEDULE “A”
ROLES & RESPONSIBILITIES
Role & Responsibility:
• Act as the Companies CHIEF FINANCIAL OFFICER(“CFO”);
• Preparation of Financial Statements and Management Discussion & Analysis (“MD&A”) for Annual Audit, as well as Quarterly Review in compliance with all listing requirements and regulatory agencies from time to time;
• Assist in the preparation of financial modelling and pro-forma financial statements and projections as required;
• Review and approve budgets and expenses with the Board of Directors;
• Report directly to the Board of Directors as deemed appropriate to facilitate all activities;
• All other duties commensurate with the role of a Chief Financial Officer.
Compensation:
• The Service Provider agrees to perform the work as described in Schedule “A”/ Role & Responsibility for a monthly retainer of USD$2,000.00 effective April 15th, 2024 for a minimum period of one (1) year;
• The Service Provider will also be entitled to participate in the Company’s Employee Stock Option Plan once established and as governed by the Board of Directors;
• A review of compensation will be conducted by the Compensation Committee Annually commencing October 1st, 2024 or within one month following the Company’s listing on a public Exchange, and annually thereafter.
Exhibit 10.2
GENERAL SERVICE AGREEMENT
AMENDMENT #1
THIS AMENDMENT NUMBER 1 (the “Amendment”) dated this 1st date of August 2024 to the GENERAL SERVICE AGREEMENT made on the 1st day of November, 2023 (the "Agreement")
BETWEEN:
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
(the "Company")
- AND –
David Edmunds of Broad Reach Consulting Inc. of
Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8
(the "Service Provider").
BACKGROUND:
| A. | The Service Provider and the Company entered into a contract for the provision of services to the Company by the Service Provider |
And
| B. | The Company and the Service Provider desire to amend Schedule A to the agreement, which provides for compensation to be paid to the Service Provider |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Amendment Number 1 to the Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree to amend the Agreement as follows:
1. To delete Schedule A attached to the Agreement and replace it with Schedule A (Amended) attached to this Amendment.
2. All other provisions of the Agreement are unchanged and remain in full force and effect.
3. Further Assurances
The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as the Company or the Service Provider may require for the purposes of giving effect to this Agreement.
4. Counterparts and Facsimile Execution.
This Amendment Number 1 may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.
INTENDING TO BE LEGALLY BOUND the Parties have executed this Amendment Number 1 as of the date first above written.
| EXECUTED by |
EXECUTED by
| |
| YOUNEEQAI TECHNICAL SERVICES INC. | the SERVICE PROVIDER: | |
| Per: /s/ Murray Galbraith | Per: /s/ David Edmunds | |
| Authorized Signatory | David Edmunds and Broad Reach Consulting Inc. | |
| Suite 207 – 2680 Arbutus Street | ||
| Address | ||
| Vancouver, BC, V6J 5L8 Canada |
SCHEDULE “A” (Amended)
ROLES & RESPONSIBILITIES
Role & Responsibility:
| · | Act as the Company’s CHIEF FINANCIAL OFFICER (“CFO”); |
| · | Preparation of Financial Statements and Management Discussion & Analysis (“MD&A”) for Annual Audit, as well as Quarterly Review in compliance with all listing requirements and regulatory agencies from time to time; |
| · | Assist in the preparation of financial modelling and pro-forma financial statements and projections as required; |
| · | Review and approve budgets and expenses with the Board of Directors; |
| · | Report directly to the Board of Directors as deemed appropriate to facilitate all activities; |
| · | All other duties commensurate with the role of a Chief Financial Officer. |
Compensation:
| · | The Service Provider agrees to perform the work as described in Schedule “A”/ Role & Responsibility for a monthly retainer of CDN $2,000.00 effective November 1st, 2023 |
| · | Effective August 1, 2024, the Company shall pay the Service Provider a monthly retainer in the amount of $4,500.00 |
| · | The Service Provider will also be entitled to participate in the Company’s Employee Stock Option Plan once established and as governed by the Board of Directors; |
| · | A review of compensation will be conducted by the Compensation Committee Annually commencing October 1st, 2025 or within one month following the Company’s listing on a public Exchange, and annually thereafter. |
Exhibit 10.3
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 15th, day of April, 2024.
BETWEEN:
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
(the "Company")
- AND –
David Edmunds of Broad Reach Consulting Inc. of
Suite 207 – 2680 Arbutus Street, Vancouver, BC, V6J 5L8
(the "Service Provider").
BACKGROUND:
A. The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company.
B. The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement.
C. The Company is interested in the Service Provider Services under the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. POSITION AND DUTIES
1.1 Position.
Starting on the 15th day of April, 2024, the Service Provider will be contracted by the Company as Chief Financial Officer, and will report to the Board of Directors, as described in Appendix “A” – “Roles and Responsibilities”.
1.2 Duties.
The Service Provider shall perform such duties as are regularly and customarily performed by Chief Financial Officer, which shall include but are not limited to the duties set forth in Schedule
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“A” hereto and any other duties assigned from time to time that are consistent with this position in the Company.
Location.
The Service Provider services will be provided initially from the Service Provider own office. The Company reserve the right to require that the Service Provider will provide the services from the Company’s office from time to time. The Service Provider understand that he/she may be required to travel from time to time in order to fulfill his/her duties. Pending time and schedules to be provided by the Company and agreed to by both parties.
1.3 Time and Efforts.
As an Independent contractor of the Company the Service Provider acknowledge that:
(a) he/she owe a duty of good faith and honesty to the Company;
(b) unless prevented by ill health, or physical or mental disability or impairment, the Service Provider will devote his/her time, effort, care and attention to his/her duties set out in this Agreement;
(c) the Service Provider will promote the interests of the Company and not do anything which would constitute a conflict of interest between the best interests of the Company and the Service Provider’s personal interests.
1.4 Policies.
The Service Provider understands and agrees that the Company maintains or may maintain certain policies that relate to his/her Service. These policies include or may include conditions and general rules and procedures regarding the Company and its relations with or obligations to its customers and clients. The Company will notify the Service Provider with these changes in advance.
1.5 Capacity/Independent Contractor
In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Company acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
The Service Provider shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner. The Service Provider may represent the Company as the Company may require and after receiving a Company's approval in writing.
The Service Provider shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.
1.6 Indemnification
(a) Indemnification by Service Provider. The Service Provider agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims,
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liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
(i) the negligent, grossly negligent, or intentional act or omission of the Service Provider or its directors, officers, employees, agents or Contractors,
(ii) Service Provider’s failure to perform any of its obligations under this Agreement, and
(b) Notification. The Company will promptly notify the Service Provider of any claim for indemnification.
(c) Survival. The Service Provider obligations under this Section 10 shall survive termination or expiration of this Agreement.
2. COMPENSATION
2.1 Compensation.
The Company shall pay the Service Provider compensation for his/her Services as described in Appendix “A” below; this compensation may include one of the following or a combination of both:
(a) Hourly Based Compensation and/or fixed-price model as described in Appendix “A” below;
(b) Equity Compensation. Company’s common shares (the “Equity Compensation”) as described in Appendix “A” below;
2.2 Compensation by way of Stock Options.
Subject to compliance with all applicable laws, regulatory bodies and the Company’s Board of Directors’ approval, the Company may agree to grant the Service Provider the an option to purchase common shares in the capital of the Company as described in Appendix “A” and/or as will be decided by the Company from time to time, which will be subject to the terms and conditions of a stock option agreement to be entered into by the Service Provider and the Company.
2.3 Payments practices, taxes, and statutory withholdings.
All compensation payable to the Service Provider pursuant to this section 2 or otherwise under this Agreement, will be payable on a Retainer basis payable on the first day of each month against a tax invoice that will include the Service Provider’s details including his/her business tax number. The Service Provider is responsible to pay all taxes according to the laws of his/her jurisdiction.
The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services. All expenses must be pre-approved by the Company.
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3. CONFIDENTIAL INFORMATION AND DEVELOPMENTS
3.1 Definitions.
(a) “Confidential Information” means information, whether or not originated by the Service Provider, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Notwithstanding, for the avoidance of doubt, only such information shall be treated as Confidential Information which has been specifically intimated to the Service Provider as confidential in writing. Any information disclosed must be reduced in writing within seven days of disclosure and/or any confidential information must be marked as such in order to be protectable. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature:
(i) work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;
(ii) computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;
(iii) information relating to Developments prior to any public disclosure thereof, including but not limited to, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, trademarks and trade secrets);
(iv) internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business;
(v) marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and
(vi) all information that becomes known to the Service Provider as a result of providing services to the company that the Service Provider, acting
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reasonably, believes is Confidential Information or that the Company takes measures to protect.
Confidential Information does not include:
(i) the general skills and experience gained during the Service Provider contract with the Company that the Service Provider could reasonably have been expected to acquire in similar contract with other companies;
(ii) information publicly known without breach of this Agreement or similar agreements; or
(iii) information that the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement.
(b) “Developments” means all discoveries, inventions, designs, works of authorship, algorithms, drawings, compilations of information and analyses, know-how, methods, processes, techniques, specifications and source code listings, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:
(i) result or derive from the Service Provider services or from the Service Provider knowledge or use of Confidential Information;
(ii) are conceived or made by the Service Provider (individually or in collaboration with others) during the term of the Service Provider contract by the Company;
(iii) result from or derive from the use or application of the resources (including without limitation, equipment, supplies, premises) of the Company or its affiliates; or
(iv) relate to the business operations of the Company or to actual or demonstrably anticipated research or development by the Company or its affiliates.
3.2 No Conflicting Obligations.
The Company is contracting the Service Provider services based upon the Service Provider’s general skills and abilities. It is a condition of this contract that:
(a) the Service Provider is not in possession of any trade secret, confidential or proprietary information of a former contracting entity or other party (“Unauthorized Information”),
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(b) the Service Provider do not obtain, keep, use, or disclose any Unauthorized Information, and
(c) the Service Provider covenant that he/she is not a party to an agreement with a prior contracting entity or other third party that would prohibit providing services to the Company.
3.3 Confidential Information.
(a) All Confidential Information, (whether developed by the Service Provider at any time while the Service Provider was providing services to the Company, or by others contracted by or associated with the Company or its affiliates or clients), is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement.
(b) The success of the Company is dependent upon the ability to protect the Confidential Information from disclosure. In view of the foregoing, the Service Provider agree to make the following covenants regarding his/her conduct during and subsequent to his/her contract with the Company.
(i) At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will not disclose Confidential Information to any person (other than as necessary in carrying out his/her duties on behalf of the Company) without first obtaining the Company’s consent, and will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information.
(ii) At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information.
(iii) Within twenty-four (24) hours after the termination of this contract for any reason, the Service Provider will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Service Provider possession or under his/her control.
3.4 Ownership of Developments and Intellectual Property Rights.
(a) All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments.
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(b) The Service Provider agree to disclose all Developments, and that no intellectual property rights in the Developments are or will be retained by the Service Provider. For greater certainty, all work done during the term of this contract by the Service Provider for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be.
(c) In consideration of the compensation and/or any benefits to be received by the Service Provider under the terms of this Agreement, you hereby irrevocably sell, assign and transfer and agree in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright and copyright registration, industrial design registration, trademarks and trademark registration, other registrations, analogous grants of rights, and any goodwill associated therewith in Canada and worldwide to the Company and the Service provider will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company. If the Service Provider have any rights to the Developments that cannot be assigned to the Company (including moral rights or droit moral), then as against the Company, the Service Provider hereby unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect thereto. The Service Provider agree, at the Company's request and expense, to consent to and join in any action by the Company to enforce such rights, and agree that he/she shall not exercise those rights against any third parties without the express written consent of the Company. The Service Provider acknowledge and agree that the above waiver of rights may be invoked by any person authorized by the Company to use and/or modify the Developments.
(d) The Service Provider will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Service Provider cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Service Provider contract, the Service Provider agree that he/she will provide that cooperation both during or after the termination of this Agreement (so long as the Company pays the Service Provider reasonable compensation for his/her time if after the termination of this Agreement).
3.5 Consent to Enforcement.
The Company has invested significant resources in acquiring and developing the Confidential Information and Developments, such that they are valuable assets of the Company. Further, the Service Provider understand that his/her promises set out in sections 3.3 and 3.4 are reasonable and valid, and are a material inducement to the Company. Because damages alone for breaches of sections 3.3 and 3.4 may not be an adequate remedy, the Service Provider understand that the Company is entitled to seek an order for specific enforcement and injunctive relief from a court of competent jurisdiction in the event that the Service Provider breach of any of the provisions stipulated in sections 3.3 or 3.4.
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3.6 Continuation of Obligations.
The Service Provider obligations under this Article 3 remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or termination of this Agreement for any reason.
4. RESTRICTIVE COVENANTS
4.1 Non-competition.
While the Service Provider is contracted by the Company, it covenants and agrees that he/she will not, without the prior written approval of the Company, such approval not to be unreasonable withheld, become engaged, directly or indirectly, as an employee, consultant, partner, principal, agent or advisor in a business anywhere in North America that develops, markets, sells or licenses products or services competitive with those products or services developed, marketed, sold or licensed by the Company.
4.2 Non-solicitation of Clients & Customers.
While the Service Provider is contracted by the Company and for a period of two (2) years immediately following the termination of the Service Provider contract for any reason, the Service Provider covenant and agree that he/she will not, directly or indirectly, contact or solicit any Client or Customer of the Company for the purpose of entering into contracts with such clients for products or services competitive with those products or services developed, marketed, sold or licensed by the Company. For the purpose of this section, “Client or Customer” includes anyone who is a client or customer of the Company at the relevant time during the term of the Service Provider contract or at the time of the termination of the contract or anyone who was or has been a client or customer of the Company within the two year period preceding such date and with whom the Service Provider have had contact.
4.3 Non-solicitation of Employees and Contractors.
While the Service provider is contracted by the Company and for a period of two (2) years immediately following the termination of the contract for any reason, the Service Provider covenant and agree that he/she will neither directly nor indirectly hire, nor engage, nor solicit, induce, or attempt to induce any persons who were employees or contractors of the Company at the time of the termination of the Service Provider’s contract or during a period of 120 days immediately preceding the termination, to terminate their employment, engagement or agreement with the Company.
5. TERMINATION
5.1 The term of this Agreement (the "Term") will begin on the date of execution of this Agreement and will remain in full force and effect for a period of one (1) year, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
5.2 In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 90-day prior written notice to the other Party
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(the “Notice of Termination”). Upon provision of the Notice of Termination, the Service Provider will be entitled to receive Compensation for all Services completed up to and including the 90-day period after receipt of Notice of Termination (the “Date of Termination”).
5.3 Upon termination of this contract, the Service Provider will promptly return to the Company all Company property and Confidential Information in his/her possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company.
6. GENERAL
6.1 Obligations Continue.
The Service Provider obligations under Article 3 are to remain in full force and effect notwithstanding termination of this Agreement for any reason.
6.2 Amendment or Waiver.
No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Service Provider and an authorized officer of the Company. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be.
6.3 Compliance with Policies and Laws.
The Service Provider agree to abide by all the Company’s policies and procedures, including without limitation, the Company’s code of conduct. The Service Provider also agree to abide by all laws applicable to the Company, in each jurisdiction that it does business, including without limitation securities and regulations governing companies.
6.4 Governing Law and Venue.
This Agreement shall be construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of Toronto, Ontario with respect to any disputes arising out of this Agreement.
6.5 Notices.
Any notice required or permitted to be given under this Agreement shall be in writing or email and shall be properly given if delivered to the addresses as follows:
(a) in the case of the Company:
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
Attention: Board of Directors
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(b) in the case of the Employee:
at the address noted on page 1 of this Agreement or to the last address of the Service Provider in the records of the Company.
Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if faxed, upon the date shown on the delivery receipt recorded by the sending facsimile machine.
6.6 Severability.
If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law.
6.7 Entire Agreement.
This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
6.8 Currency.
Unless otherwise specified herein all references to dollar or dollars are references to Canadian dollars.
6.9 Further Assurances.
The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as you or the Company may require for the purposes of giving effect to this Agreement.
6.10 Counterparts/Facsimile Execution.
This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.
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INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement as of the date first above written.
YOUNEEQAI TECHNICAL SERVICES INC.
Per: /s/ Murray Galbraith
Authorized Signatory
EXECUTED by the Service Provider:
/s/ David Edmunds
DAVID EDMUNDS
Print Name
Suite 207 – 2680 Arbutus Street
Address
Vancouver, BC, V6J 5L8
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SCHEDULE “A”
ROLES & RESPONSIBILITIES
Role & Responsibility:
• Act as the Companies CHIEF FINANCIAL OFFICER(“CFO”);
• Preparation of Financial Statements and Management Discussion & Analysis (“MD&A”) for Annual Audit, as well as Quarterly Review in compliance with all listing requirements and regulatory agencies from time to time;
• Assist in the preparation of financial modelling and pro-forma financial statements and projections as required;
• Review and approve budgets and expenses with the Board of Directors;
• Report directly to the Board of Directors as deemed appropriate to facilitate all activities;
• All other duties commensurate with the role of a Chief Financial Officer.
Compensation:
• The Service Provider agrees to perform the work as described in Schedule “A”/ Role & Responsibility for a monthly retainer of USD$2,000.00 effective April 15th, 2024 for a minimum period of one (1) year;
• The Service Provider will also be entitled to participate in the Company’s Employee Stock Option Plan once established and as governed by the Board of Directors;
• A review of compensation will be conducted by the Compensation Committee Annually commencing October 1st, 2024 or within one month following the Company’s listing on a public Exchange, and annually thereafter.
EXHIBIT 10.4
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 1st day of July, 2026.
| BETWEEN: |
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215 (the “Company”)
- AND -
CHRISTOPHER ROWLISON of
5314 E. Softwood Dr. Boise, ID 83716
(the "Service Provider").
| BACKGROUND: |
| A. | The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company. |
| B. | The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement. |
| C. | The Company desires to obtain the services of Service Provider under the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties") to this General Services Agreement (the “Agreement”) agree as follows:
| 1. | COMMENCEMENT AND TERM |
This agreement commences on the 1st day of July, 2026 (“the Commencement Date”) and shall terminate on the 30th day of June, 2027 (the “Termination Date”).
| 2. | POSITION AND DUTIES |
| 2.1 | Position. Starting on the Commencement Date, the Service Provider shall be contracted by the Company as Active Chairman of the Board (“Chairman”), and will report to the Board of Directors, as described in Schedule “A” – “Roles and Responsibilities”. |
| 2.2 | Duties. The Service Provider shall perform such duties as are regularly and customarily performed by an Active Chairman of the Board, which shall include but are not limited to the duties set forth in Schedule “A” hereto and any other duties assigned from time to time that are consistent with this position in the Company. |
| 2.3 | Location. The Service Provider services will be provided initially from the Service Provider’s own office. The Company reserve the right to require that the Service Provider will provide the services from the Company’s office from time to time. The Service Provider understands that he/she may be required to travel from time to time in order to fulfill his/her duties. Pending time and schedules to be provided by the Company and agreed to by both parties |
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.
| 2.4 | Time and Efforts. As an Independent contractor of the Company the Service Provider acknowledges that: |
| (a) | he/she owes a duty of good faith and honesty to the Company; |
| (b) | unless prevented by ill health, or physical or mental disability or impairment, the Service Provider will devote his/her time, effort, care and attention to his/her duties set out in this Agreement; |
| (c) | the Service Provider will promote the interests of the Company and not do anything which would constitute a conflict of interest between the best interests of the Company and the Service Provider’s personal interests. |
| 2.5 | Policies. The Service Provider understands and agrees that the Company maintains or may maintain certain policies that relate to his/her Service. These policies include or may include conditions and general rules and procedures regarding the Company and its relations with or obligations to its customers and clients. The Company will notify the Service Provider of these changes in advance. |
| 2.6 | Capacity/Independent Contractor |
| (a) | In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Company acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. | |
| (b) | The Service Provider shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner, unless authorised in writing by the Company. |
| (c) | The Service Provider shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company. |
| 2.7 | Indemnification |
| (a) | Indemnification by Service Provider. The Service Provider agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from: |
| (i) | the negligent, grossly negligent, or intentional act or omission of the Service Provider or its directors, officers, employees, agents or Contractors, |
| (ii) | Service Provider’s failure to perform any of its obligations under this Agreement, and |
| (b) | Indemnification by Company. To the fullest extent permitted by applicable law, the Company agrees to indemnify, defend and hold harmless the Service Provider from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses arising out of or relating to, directly or indirectly, the Service Provider’s performance of the Services or the exercise of his duties and authority in his capacity as an officer of the Company, provided that the Service Provider acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company. The foregoing indemnification shall not apply to the extent any such claim, liability, loss or expense arises from the Service Provider’s gross negligence, willful misconduct, fraud, or material breach of this Agreement. This indemnification is in addition to, and not in limitation of, any rights to indemnification or advancement of expenses to which the Service Provider may be entitled under the Company’s organizational documents, any directors’ and officers’ liability insurance maintained by the Company, or applicable law. |
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| (c) | Notification. The Party seeking indemnification will promptly notify the other Party of any claim for indemnification. |
| (d) | Survival. The indemnification obligations of each Party under this Section shall survive termination or expiration of this Agreement. |
|
3. | ACTIVE PARTNER TO THE CHIEF EXECUTIVE OFFICER |
The Parties acknowledge that the Service Provider is intended to act as a very active business partner to the Chief Executive Officer of the Company, providing strategic, governance, capital-markets, publiccompany-readiness and investor-relations leadership in close collaboration with the Chief Executive Officer.
| 4. | COMPENSATION |
| 4.1 | Compensation. The Company shall pay the Service Provider compensation for his/her Services as described in Schedule “A” below; this compensation may include one of the following or a combination of both: |
| (a) | Hourly Based Compensation and/or fixed-price model as described in Schedule “A” below; |
| (b) | Equity Compensation. Company’s common shares (the “Equity Compensation”) as described in Schedule “A” below; |
| 4.2 | Compensation by way of Stock Options. Subject to compliance with all applicable laws, regulatory bodies and the Company’s Board of Directors’ approval, the Company may agree to grant the Service Provider an option to purchase common shares in the capital of the Company as described in Schedule “A” and/or as will be decided by the Company from time to time, which will be subject to the terms and conditions of a stock option agreement to be entered into by the Service Provider and the Company. |
| 4.3 | Payments practices, taxes, and statutory withholdings. All compensation payable to the Service Provider pursuant to this section 2 or otherwise under this Agreement, will be payable on a Retainer basis payable on the first day of each month against a tax invoice that will include the Service Provider’s details including his/her business tax number. The Service Provider is responsible to pay all taxes according to the laws of his/her jurisdiction. |
| 4.4 | The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services. All expenses must be pre-approved by the Company. |
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| 5. | CONFIDENTIAL INFORMATION AND DEVELOPMENTS |
| 5.1 | Definitions. “Confidential Information” means information, whether or not originated by the Service Provider, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature: |
| (i) | work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith; |
| (ii) | computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs; |
| (iii) | information relating to Developments prior to any public disclosure thereof, including but not limited to, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, trademarks and trade secrets); |
| (iv) | internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business; |
| (v) | marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and |
| (vi) | all information that becomes known to the Service Provider as a result of providing services to the company that the Service Provider, acting reasonably, believes is Confidential Information or that the Company takes measures to protect. |
Confidential Information does not include:
| (i) | the general skills and experience gained during the Service Provider contract with the Company that the Service Provider could reasonably have been expected to acquire in similar contract with other companies; |
| (ii) | information publicly known without breach of this Agreement or similar agreements; or |
| (iii) | information that the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement. |
| 4 |
| (a) | “Developments” means all discoveries, inventions, designs, works of authorship, algorithms, drawings, compilations of information and analyses, know-how, methods, processes, techniques, specifications and source code listings, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that: |
| (i) | result or derive from the Service Provider services or from the Service Provider knowledge or use of Confidential Information; |
| (ii) | are conceived or made by the Service Provider (individually or in collaboration with others) during the term of the Service Provider contract by the Company; |
| (iii) | result from or derive from the use or application of the resources (including without limitation, equipment, supplies, premises) of the Company or its affiliates; or |
| (iv) | relate to the business operations of the Company or to actual or demonstrably anticipated research or development by the Company or its affiliates. |
| 5.2 | No Conflicting Obligations. The Company is contracting the Service Provider services based upon the Service Provider’s general skills and abilities. It is a condition of this contract that: |
| (a) | the Service Provider is not in possession of any trade secret, confidential or proprietary information of a former contracting entity or other party (“Unauthorized Information”), |
| (b) | the Service Provider does not obtain, keep, use, or disclose any Unauthorized Information, and |
| (c) | the Service Provider covenants that he/she is not a party to an agreement with a prior contracting entity or other third party that would prohibit providing services to the Company. |
| 5.3 | Confidential Information. All Confidential Information, (whether developed by the Service Provider at any time while the Service Provider was providing services to the Company, or by others contracted by or associated with the Company or its affiliates or clients), is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement. |
| (a) | The success of the Company is dependent upon the ability to protect the Confidential Information from disclosure. In view of the foregoing, the Service Provider agrees to make the following covenants regarding his/her conduct during and subsequent to his/her contract with the Company. |
| (i) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will not disclose Confidential Information to any person (other than as necessary in carrying out his/her duties on behalf of the Company) without first obtaining the Company’s consent, and will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information. |
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| (ii) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information. |
| (iii) | Within twenty-four (24) hours after the termination of this contract for any reason, the Service Provider will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Service Provider possession or under his/her control. |
5.4 Ownership of Developments and Intellectual Property Rights.
| (a) | All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments. |
| (b) | The Service Provider agrees to disclose all Developments, and that no intellectual property rights in the Developments are or will be retained by the Service Provider. For greater certainty, all work done during the term of this contract by the Service Provider for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be. |
| (c) | In consideration of the compensation and/or any benefits to be received by the Service Provider under the terms of this Agreement, you hereby irrevocably sell, assign and transfer and agree in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright and copyright registration, industrial design registration, trademarks and trademark registration, other registrations, analogous grants of rights, and any goodwill associated therewith worldwide to the Company and the Service provider will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company. If the Service Provider have any rights to the Developments that cannot be assigned to the Company (including moral rights or droit moral), then as against the Company, the Service Provider hereby unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind with respect thereto. The Service Provider agrees, at the Company's request and expense, to consent to and join in any action by the Company to enforce such rights, and agree that he/she shall not exercise those rights against any third parties without the express written consent of the Company. The Service Provider acknowledges and agrees that the above waiver of rights may be invoked by any person authorized by the Company to use and/or modify the Developments. |
| (d) | The Service Provider will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Service Provider cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Service Provider contract, the Service Provider agree that he/she will provide that cooperation both during or after the termination of this Agreement (so long as the Company pays the Service Provider reasonable compensation for his/her time if after the termination of this Agreement). |
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| 5.5 | Consent to Enforcement. The Company has invested significant resources in acquiring and developing the Confidential Information and Developments, such that they are valuable assets of the Company. Further, the Service Provider understands that his/her promises set out in sections 3.3 and 3.4 are reasonable and valid, and are a material inducement to the Company. Because damages alone for breaches of sections 3.3 and 3.4 may not be an adequate remedy, the Service Provider understands that the Company is entitled to seek an order for specific enforcement and injunctive relief from a court of competent jurisdiction in the event that the Service Provider breach of any of the provisions stipulated in sections 3.3 or 3.4. |
| 5.6 | Continuation of Obligations. The Service Provider’s obligations under this Article 3 remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or termination of this Agreement for any reason. |
| 6. | RESTRICTIVE COVENANTS |
| 6.1 | Non-competition. While the Service Provider is contracted by the Company, the Service Provider shall not be subject to any restriction on other business activities beyond the duty to avoid conflicts of interest set out in this Agreement, and shall not, while so engaged, knowingly act in a manner that constitutes a direct conflict of interest with the best interests of the Company. For the avoidance of doubt, the Service Provider’s ongoing roles with and activities on behalf of AGEYE Technologies, Inc. and its affiliates are expressly permitted and shall not constitute a breach of this Agreement or a conflict of interest hereunder. |
| 6.2 | Non-solicitation of Clients & Customers. While the Service Provider is contracted by the Company and for a period of six (6) months immediately following the termination of the Service Provider contract for any reason, the Service Provider covenants and agrees that he/she will not, directly or indirectly, contact or solicit any Client or Customer of the Company for the purpose of entering into contracts with such clients for products or services competitive with those products or services developed, marketed, sold or licensed by the Company. For the purpose of this section, “Client or Customer” includes anyone who is a client or customer of the Company at the relevant time during the term of the Service Provider contract or at the time of the termination of the contract or anyone who was or has been a client or customer of the Company within the six (6) month period preceding such date and with whom the Service Provider has had contact. |
| 6.3 | Non-solicitation of Employees and Contractors. While the Service Provider is contracted by the Company and for a period of six (6) months immediately following the termination of the contract for any reason, the Service Provider covenants and agrees that he/she will neither directly nor indirectly hire, nor engage, nor solicit, induce, or attempt to induce any persons who were employees or contractors of the Company at the time of the termination of the Service Provider’s contract or during the six (6) month period immediately preceding the termination, to terminate their employment, engagement or agreement with the Company. |
| 7. | OUTSIDE ACTIVITIES |
The Service Provider shall disclose to the Board any proposed material outside engagement in advance, and may continue any pre-existing engagements previously disclosed to and not objected to by the Board (including, without limitation, his service to AgEYE Technologies, Inc., GenWare, and Tavezio), so long as they do not materially interfere with the performance of his duties under this Agreement.
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| 8. | TERMINATION |
| 8.1 | The engagement of the Service Provider by the Company may be terminated at any time in the following manner and in the following circumstances: |
| (a) | whenever the Company and the Service Provider mutually agree in writing to terminate this Agreement. |
| (b) | by the Service Provider providing the Company with thirty (30) day’s written notice. |
| (c) | by the Company for just cause without notice or any payment in lieu of notice; and |
| (d) | by the Company without cause upon giving the Service Provider written notice and the Severance set out in section 6.2. |
| 8.2 | The Service Provider understands and agrees that if the engagement is terminated by the Company without cause pursuant to section 6.1(d), the Service Provider will be entitled to severance (the “Severance”) as follows: |
| (a) | If the engagement is terminated by the Company without cause, the Service Provider will be entitled to Severance equal to the full amount of the Management Fee (USD $100,000) described in Schedule “A”, to the extent not already paid, which amount shall become immediately due and payable notwithstanding any deferral and without proration, regardless of the extent to which the Management Fee has accrued as of the effective date of termination and regardless of whether the OTCQB Qualification or a Successful Listing has occurred, together with any expenses properly incurred and approved in accordance with section 3.4 that remain unreimbursed as of that date. Any Options that have vested as of the effective date of termination shall be governed by the Stock Option Plan and the applicable stock option agreement. For greater certainty, the Listing Success Bonus shall not become payable by reason of a termination under this section and shall remain payable only upon the occurrence of an actual Successful Listing in accordance with Schedule “A”. |
| 8.3 | Termination for Cause and Basis of Cause. The employer may terminate the engagement of the Service Provider under this provision if any of the following occur: |
| (a) | The death of Service Provider. |
| (b) | The Service Provider becomes, in good faith opinion of the Company, physically or mentally disabled, for a period of more than thirty (30) consecutive days, or for a period of more than sixty (60) days in total during a twelve (12) month period, is unable to perform his/her duties. |
| (c) | Service Provider breaches any material provision of this Contract. |
| (d) | Service Provider misappropriates any funds or property of The Company. |
| (e) | Service Provider fails to comply or refuses to comply with the policies, standards, or regulations of the Company. |
| (f) | Service Provider engages in conduct, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the interests of the Company if he were retained as a Service Provider. |
| (g) | Statement of Termination for Cause. In the event of termination for cause pursuant to this provision, The Company shall give a written statement to the Service Provider, specifying the event causing such termination, and the termination shall be immediately effective. |
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| 8.4 | Upon termination of the engagement, the Service Provider will promptly return to the Company all Company property and Confidential Information in the Service Provider’s possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company. |
| 8.5 | Should the Company be the subject of a Corporate Take-over, Merger or other business transaction whereby this General Services Agreement is terminated, then the Service Provider shall be entitled to Severance equal to the full amount of the Management Fee (USD $100,000) described in Schedule “A”, to the extent not already paid, which amount shall become immediately due and payable notwithstanding any deferral and without proration, regardless of the extent to which the Management Fee has accrued as of the effective date of termination and regardless of whether the OTCQB Qualification or a Successful Listing has occurred, together with any expenses properly incurred and approved in accordance with section 3.4 that remain unreimbursed as of that date. Any Options that have vested as of the effective date of termination shall be governed by the Stock Option Plan and the applicable stock option agreement. For greater certainty, the Listing Success Bonus shall not become payable by reason of such transaction or termination and shall remain payable only upon the occurrence of an actual Successful Listing in accordance with Schedule “A”. |
| 9. | GENERAL |
| 9.1 | Obligations Continue. The Service Provider’s obligations under Article 3 are to remain in full force and effect notwithstanding termination of this Agreement for any reason. |
| 9.2 | Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Service Provider and an authorized officer of the Company. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be. |
| 9.3 | Compliance with Policies and Laws. The Service Provider agree to abide by all the Company’s policies and procedures, including without limitation, the Company’s code of conduct. The Service Provider also agree to abide by all laws applicable to the Company, in each jurisdiction that it does business, including without limitation securities and regulations governing companies. |
| 9.4 | Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and the federal laws of United States of America applicable thereto. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of Las Vegas, Nevada with respect to any disputes arising out of this Agreement. |
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| 9.5 | Notices. Any notice required or permitted to be given under this Agreement shall be in writing or email and shall be properly given if delivered to the addresses as follows: |
| (a) | in the case of the Company: |
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
Attention: Board of Directors
| (b) | in the case of the Service Provider: |
at the address noted on page 1 of this Agreement or to the last address of the Service Provider in the records of the Company.
Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if faxed, upon the date shown on the delivery receipt recorded by the sending facsimile machine.
| 9.6 | Severability. If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law. |
| 9.7 | Entire Agreement. This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. |
| 9.8 | Currency. Unless otherwise specified herein all references to dollar or dollars are references to US dollars. |
| 9.9 | Further Assurances. The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as you or the Company may require for the purposes of giving effect to this Agreement. |
| 9.10 | Counterparts/Facsimile Execution. This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means. |
INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement as of the date first above written.
YOUNEEQAI TECHNICAL SERVICES INC.
Per: /s/ James D. Romano
Authorized Signatory
Name: James D. Romano, Director
EXECUTED by the Service Provider:
/s/ Christopher Rowlison
CHRISTOPHER ROWLISON
Title: Active Chairman of the Board
Address:
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SCHEDULE “A” ROLES & RESPONSIBILITIES
Role & Responsibility:
| • | Chairing the Board and leading Board governance, agenda-setting and effectiveness. |
| • | Leading the Company’s listing to a national securities exchange in coordination with management, counsel and the Company’s underwriter(s). |
| • | Partnering with the Chief Executive Officer on corporate strategy, capital-markets readiness, financing and investor engagement. |
| • | Leading the recruitment of additional independent directors and the build-out of Board committees following listing. |
| • | Overseeing public-company readiness (governance, internal controls, reporting processes and compliance) in coordination with counsel and advisors. |
| Compensation: |
| • | The Service Provider agrees to perform the work as described in this Schedule “A” / Role & Responsibility for a fixed management fee of USD $100,000 (the “Management Fee”), covering the period from the Commencement Date through the Company’s successful uplisting to and commencement of trading on a national securities exchange (meaning an exchange registered with the U.S. Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, such as the Nasdaq Stock Market or the New York Stock Exchange) (the “Successful Listing”). The Parties acknowledge that the Company intends to effect its capital markets plan in two stages: first, the admission of the Company’s common shares to quotation on the OTCQB Venture Market operated by OTC Markets Group Inc. (the “OTCQB Qualification”); and thereafter, the Successful Listing. For the avoidance of doubt, the OTCQB Qualification is not, and shall not be deemed to be, a Successful Listing. The Management Fee shall accrue and be deferred, and shall become due and payable upon the Successful Listing, except as otherwise expressly provided in section 6.2 or section 6.5 of this Agreement; |
| • | Listing Success Bonus. The Service Provider shall be entitled to a one-time listing success bonus of USD $150,000 (the “Listing Success Bonus”), payable within ten (10) days following the Successful Listing. The Listing Success Bonus is earned and payable only upon the occurrence of an actual Successful Listing. Neither the OTCQB Qualification nor the quotation, trading or continued quotation of the Company’s common shares on the OTCQB Venture Market or any other over-the-counter quotation system or tier operated by OTC Markets Group Inc. constitutes a Successful Listing or triggers payment of the Listing Success Bonus. Notwithstanding any other provision of this Agreement, the Listing Success Bonus shall not be accelerated and shall not become payable by reason of the termination of this Agreement for any reason, or by reason of any Corporate Take-over, Merger or other business transaction, in the absence of an actual Successful Listing. In addition, and notwithstanding the foregoing, the Listing Success Bonus shall be paid only if, at the time payment would otherwise be due, the Company has treasury cash available to make the payment without impairing its day-to-day operations; if the Board of Directors determines in good faith that sufficient treasury cash is not then available, payment shall be deferred at the discretion of the Board of Directors until such time as sufficient treasury cash is available to pay it without impairing the Company’s day-to-day operations; |
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| • | The Service Provider will be entitled to participate in the Company’s Stock Option Plan once established and as governed by the Board of Directors, under which the equity grant described below will be made; |
| • | A review of compensation will be conducted by the Compensation Committee annually, commencing immediately following the Successful Listing, or within one month following the Company’s year-end and annually thereafter; |
| • | Equity / Options Grant. Subject to the approvals and conditions described below, the Company will grant the Service Provider options under the Stock Option Plan (the “Options”), effective as of the dates described below, in two tranches. The Options are intended to provide the Service Provider with rights to purchase, in the aggregate, a number of common shares equal to two and one-half percent (2.5%) of the Company’s fully diluted shares outstanding immediately following the Successful Listing (the “Target Percentage”), and shall be granted as follows: (a) Initial Grant. Effective as of the date of the OTCQB Qualification (or, if later, the date of Board approval of such grant) (the “Initial Grant Date”), the Company will grant the Service Provider options to purchase a number of common shares equal to two and one-half percent (2.5%) of the Company’s fully diluted shares outstanding immediately following the OTCQB Qualification (the “Initial Options”). (b) Top-Up Grant. Effective as of the date of the Successful Listing (or, if later, the date of Board approval of such grant) (the “Top-Up Grant Date”), the Company will grant the Service Provider additional options (the “Top-Up Options”) to purchase such additional number of common shares as is necessary so that the total number of common shares subject to the Initial Options (whether or not then vested, exercised or outstanding) together with the Top-Up Options equals the Target Percentage. If the number of common shares subject to the Initial Options already equals or exceeds the Target Percentage, no Top-Up Options shall be granted and the Initial Options shall not be reduced, forfeited or repriced. (c) Measurement Convention. For purposes of determining the Target Percentage and the number of Top-Up Options, the Company’s fully diluted shares outstanding immediately following the Successful Listing shall be measured as of the Top-Up Grant Date without giving effect to (i) the Top-Up Options granted hereunder, or (ii) any concurrent top-up or true-up options granted on the same date to any other service provider or director of the Company under a substantially similar arrangement. The Parties acknowledge that the Company has entered or may enter into a substantially similar arrangement with its Chief Executive Officer, and that this convention is intended to ensure that the respective top-up grants are calculated on a common share count and do not compound against one another. (d) General. Each grant of Options is subject to compliance with all applicable laws and regulatory requirements, approval of the Company’s Board of Directors, and the terms and conditions of a separate stock option agreement to be entered into between the Service Provider and the Company. No Options are granted, and no rights in respect of any tranche accrue, prior to the applicable grant date; if the OTCQB Qualification does not occur, no Initial Options shall be granted, and if a Successful Listing does not occur, no Top-Up Options shall be granted (but the Initial Options, once granted, shall remain outstanding in accordance with their terms). The Options shall be governed by the following terms: |
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| ◦ | Exercise Price. The exercise price of each tranche will be no less than the fair market value of the common shares on the grant date applicable to that tranche, as determined in good faith by the Board in accordance with applicable law. Accordingly, the exercise price of the Initial Options shall be determined as of the Initial Grant Date, and the exercise price of the Top-Up Options shall be determined as of the Top-Up Grant Date. The exercise price of the Initial Options shall not be adjusted, repriced or increased by reason of the Successful Listing or the grant of the Top-Up Options; |
| ◦ | Vesting. Fifty percent (50%) of the Initial Options shall vest on the Initial Grant Date, with the remaining fifty percent (50%) vesting in equal installments of twenty-five percent (25%) at the end of each of the two (2) calendar quarters following the Initial Grant Date, such that the Initial Options shall be fully vested approximately six (6) months after the Initial Grant Date. The Top-Up Options shall be fully vested on the Top-Up Grant Date. The vesting of the initial fifty percent (50%) tranche of the Initial Options on the Initial Grant Date, and the full vesting of the Top-Up Options on the Top-Up Grant Date, reflect the Board’s intentional grant of vesting credit for services rendered by the Service Provider from the Commencement Date through the applicable grant date, and the Board shall so record in the resolutions approving each grant; |
Exhibit 10.5
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 1st day of July, 2026.
| BETWEEN: |
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215 (the “Company”)
- AND -
NICHOLAS GENTY of
7205 Pantonbury Pl., Wake Forest, NC 27587, USA (the "Service Provider").
| BACKGROUND: |
| A. | The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company. |
| B. | The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement. |
| C. | The Company desires to obtain the services of Service Provider under the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties") to this General Services Agreement (the “Agreement”) agree as follows:
| 1. | COMMENCEMENT AND TERM |
This agreement commences on the 1st day of July, 2026 (“the Commencement Date”) and shall terminate on the 30th day of June, 2027 (the “Termination Date”).
| 2. | POSITION AND DUTIES |
| 2.1 | Position. Starting on the Commencement Date, the Service Provider shall be contracted by the Company as Chief Executive Officer (“CEO”), and will report to the Board of Directors, as described in Schedule “A” – “Roles and Responsibilities”. |
| 2.2 | Duties. The Service Provider shall perform such duties as are regularly and customarily performed by a Chief Executive Officer, which shall include but are not limited to the duties set forth in Schedule “A” hereto and any other duties assigned from time to time that are consistent with this position in the Company. |
| 2.3 | Location. The Service Provider services will be provided initially from the Service Provider’s own office. The Company reserve the right to require that the Service Provider will provide the services from the Company’s office from time to time. The Service Provider understands that he/she may be required to travel from time to time in order to fulfill his/her duties. Pending time and schedules to be provided by the Company and agreed to by both parties. |
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| 2.4 | Time and Efforts. As an Independent contractor of the Company the Service Provider acknowledges that: |
| (a) | he/she owes a duty of good faith and honesty to the Company; |
| (b) | unless prevented by ill health, or physical or mental disability or impairment, the Service Provider will devote his/her time, effort, care and attention to his/her duties set out in this Agreement; |
| (c) | the Service Provider will promote the interests of the Company and not do anything which would constitute a conflict of interest between the best interests of the Company and the Service Provider’s personal interests. |
| 2.5 | Policies. The Service Provider understands and agrees that the Company maintains or may maintain certain policies that relate to his/her Service. These policies include or may include conditions and general rules and procedures regarding the Company and its relations with or obligations to its customers and clients. The Company will notify the Service Provider of these changes in advance. |
| 2.6 | Capacity/Independent Contractor |
| (a) | In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Company acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. |
| (b) | The Service Provider shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner, unless authorised in writing by the Company. |
| (c) | The Service Provider shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company. |
| 2.7 | Indemnification |
| (a) | Indemnification by Service Provider. The Service Provider agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from: |
| (i) | the negligent, grossly negligent, or intentional act or omission of the Service Provider or its directors, officers, employees, agents or Contractors, |
| (ii) | Service Provider’s failure to perform any of its obligations under this Agreement, and |
| (b) | Indemnification by Company. To the fullest extent permitted by applicable law, the Company agrees to indemnify, defend and hold harmless the Service Provider from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys’ fees, court costs and other legal expenses arising out of or relating to, directly or indirectly, the Service Provider’s performance of the Services or the exercise of his duties and authority in his capacity as an officer of the Company, provided that the Service Provider acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company. The foregoing indemnification shall not apply to the extent any such claim, liability, loss or expense arises from the Service Provider’s gross negligence, willful misconduct, fraud, or material breach of this Agreement. This indemnification is in addition to, and not in limitation of, any rights to indemnification or advancement of expenses to which the Service Provider may be entitled under the Company’s organizational documents, any directors’ and officers’ liability insurance maintained by the Company, or applicable law. |
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| (c) | Notification. The Party seeking indemnification will promptly notify the other Party of any claim for indemnification. |
| (d) | Survival. The indemnification obligations of each Party under this Section shall survive termination or expiration of this Agreement. |
| 3. | COMPENSATION |
| 3.1 | Compensation. The Company shall pay the Service Provider compensation for his/her Services as described in Schedule “A” below; this compensation may include one of the following or a combination of both: |
| (a) | Hourly Based Compensation and/or fixed-price model as described in Schedule “A” below; |
| (b) | Equity Compensation. Company’s common shares (the “Equity Compensation”) as described in Schedule “A” below; |
| 3.2 | Compensation by way of Stock Options. Subject to compliance with all applicable laws, regulatory bodies and the Company’s Board of Directors’ approval, the Company may agree to grant the Service Provider an option to purchase common shares in the capital of the Company as described in Schedule “A” and/or as will be decided by the Company from time to time, which will be subject to the terms and conditions of a stock option agreement to be entered into by the Service Provider and the Company. |
| 3.3 | Payments practices, taxes, and statutory withholdings. All compensation payable to the Service Provider pursuant to this section 2 or otherwise under this Agreement, will be payable on a Retainer basis payable on the first day of each month against a tax invoice that will include the Service Provider’s details including his/her business tax number. The Service Provider is responsible to pay all taxes according to the laws of his/her jurisdiction. |
| 3.4 | The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services. All expenses must be pre-approved by the Company. |
| 4. | CONFIDENTIAL INFORMATION AND DEVELOPMENTS |
| 4.1 | Definitions. “Confidential Information” means information, whether or not originated by the Service Provider, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature: |
| (i) | work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith; |
| (ii) | computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs; |
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| (iii) | information relating to Developments prior to any public disclosure thereof, including but not limited to, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, trademarks and trade secrets); |
| (iv) | internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business; |
| (v) | marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and |
| (vi) | all information that becomes known to the Service Provider as a result of providing services to the company that the Service Provider, acting reasonably, believes is Confidential Information or that the Company takes measures to protect. |
Confidential Information does not include:
| (i) | the general skills and experience gained during the Service Provider contract with the Company that the Service Provider could reasonably have been expected to acquire in similar contract with other companies; |
| (ii) | information publicly known without breach of this Agreement or similar agreements; or |
| (iii) | information that the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement. |
| (a) | “Developments” means all discoveries, inventions, designs, works of authorship, algorithms, drawings, compilations of information and analyses, know-how, methods, processes, techniques, specifications and source code listings, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that: |
| (i) | result or derive from the Service Provider services or from the Service Provider knowledge or use of Confidential Information; |
| (ii) | are conceived or made by the Service Provider (individually or in collaboration with others) during the term of the Service Provider contract by the Company; |
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| (iii) | result from or derive from the use or application of the resources (including without limitation, equipment, supplies, premises) of the Company or its affiliates; or |
| (iv) | relate to the business operations of the Company or to actual or demonstrably anticipated research or development by the Company or its affiliates. |
| 4.2 | No Conflicting Obligations. The Company is contracting the Service Provider services based upon the Service Provider’s general skills and abilities. It is a condition of this contract that: |
| (a) | the Service Provider is not in possession of any trade secret, confidential or proprietary information of a former contracting entity or other party (“Unauthorized Information”), |
| (b) | the Service Provider does not obtain, keep, use, or disclose any Unauthorized Information, and |
| (c) | the Service Provider covenants that he/she is not a party to an agreement with a prior contracting entity or other third party that would prohibit providing services to the Company. |
| 4.3 | Confidential Information. All Confidential Information, (whether developed by the Service Provider at any time while the Service Provider was providing services to the Company, or by others contracted by or associated with the Company or its affiliates or clients), is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement. |
| (a) | The success of the Company is dependent upon the ability to protect the Confidential Information from disclosure. In view of the foregoing, the Service Provider agrees to make the following covenants regarding his/her conduct during and subsequent to his/her contract with the Company. |
| (i) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will not disclose Confidential Information to any person (other than as necessary in carrying out his/her duties on behalf of the Company) without first obtaining the Company’s consent, and will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information. |
| (ii) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information. |
| (iii) | Within twenty-four (24) hours after the termination of this contract for any reason, the Service Provider will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Service Provider possession or under his/her control. |
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| 4.4 | Ownership of Developments and Intellectual Property Rights. |
| (a) | All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments. |
| (b) | The Service Provider agrees to disclose all Developments, and that no intellectual property rights in the Developments are or will be retained by the Service Provider. For greater certainty, all work done during the term of this contract by the Service Provider for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be. |
| (c) | In consideration of the compensation and/or any benefits to be received by the Service Provider under the terms of this Agreement, you hereby irrevocably sell, assign and transfer and agree in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright and copyright registration, industrial design registration, trademarks and trademark registration, other registrations, analogous grants of rights, and any goodwill associated therewith worldwide to the Company and the Service provider will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company. If the Service Provider have any rights to the Developments that cannot be assigned to the Company (including moral rights or droit moral), then as against the Company, the Service Provider hereby unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind with respect thereto. The Service Provider agrees, at the Company's request and expense, to consent to and join in any action by the Company to enforce such rights, and agree that he/she shall not exercise those rights against any third parties without the express written consent of the Company. The Service Provider acknowledges and agrees that the above waiver of rights may be invoked by any person authorized by the Company to use and/or modify the Developments. |
| (d) | The Service Provider will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Service Provider cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Service Provider contract, the Service Provider agree that he/she will provide that cooperation both during or after the termination of this Agreement (so long as the Company pays the Service Provider reasonable compensation for his/her time if after the termination of this Agreement). |
| 4.5 | Consent to Enforcement. The Company has invested significant resources in acquiring and developing the Confidential Information and Developments, such that they are valuable assets of the Company. Further, the Service Provider understands that his/her promises set out in sections 3.3 and 3.4 are reasonable and valid, and are a material inducement to the Company. Because damages alone for breaches of sections 3.3 and 3.4 may not be an adequate remedy, the Service Provider understands that the Company is entitled to seek an order for specific enforcement and injunctive relief from a court of competent jurisdiction in the event that the Service Provider breach of any of the provisions stipulated in sections 3.3 or 3.4. |
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| 4.6 | Continuation of Obligations. The Service Provider’s obligations under this Article 3 remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or termination of this Agreement for any reason. |
| 5. | RESTRICTIVE COVENANTS |
| 5.1 | Non-competition. While the Service Provider is contracted by the Company, the Service Provider shall not be subject to any restriction on other business activities beyond the duty to avoid conflicts of interest set out in this Agreement, and shall not, while so engaged, knowingly act in a manner that constitutes a direct conflict of interest with the best interests of the Company. For the avoidance of doubt, the Service Provider’s ongoing roles with and activities on behalf of AGEYE Technologies, Inc. and its affiliates are expressly permitted and shall not constitute a breach of this Agreement or a conflict of interest hereunder. |
| 5.2 | Non-solicitation of Clients & Customers. While the Service Provider is contracted by the Company and for a period of six (6) months immediately following the termination of the Service Provider contract for any reason, the Service Provider covenants and agrees that he/she will not, directly or indirectly, contact or solicit any Client or Customer of the Company for the purpose of entering into contracts with such clients for products or services competitive with those products or services developed, marketed, sold or licensed by the Company. For the purpose of this section, “Client or Customer” includes anyone who is a client or customer of the Company at the relevant time during the term of the Service Provider contract or at the time of the termination of the contract or anyone who was or has been a client or customer of the Company within the six (6) month period preceding such date and with whom the Service Provider has had contact. |
| 5.3 | Non-solicitation of Employees and Contractors. While the Service Provider is contracted by the Company and for a period of six (6) months immediately following the termination of the contract for any reason, the Service Provider covenants and agrees that he/she will neither directly nor indirectly hire, nor engage, nor solicit, induce, or attempt to induce any persons who were employees or contractors of the Company at the time of the termination of the Service Provider’s contract or during the six (6) month period immediately preceding the termination, to terminate their employment, engagement or agreement with the Company. |
| 6. | TERMINATION |
| 6.1 | The engagement of the Service Provider by the Company may be terminated at any time in the following manner and in the following circumstances: |
| (a) | whenever the Company and the Service Provider mutually agree in writing to terminate this Agreement. |
| (b) | by the Service Provider providing the Company with thirty (30) day’s written notice. |
| (c) | by the Company for just cause without notice or any payment in lieu of notice; and |
| (d) | by the Company without cause upon giving the Service Provider written notice and the Severance set out in section 6.2. |
| 6.2 | The Service Provider understands and agrees that if the engagement is terminated by the Company without cause pursuant to section 6.1(d), the Service Provider will be entitled to severance (the “Severance”) as follows: |
| (a) | If the engagement is terminated by the Company without cause, the Service Provider will be entitled to Severance equal to the full amount of the Management Fee (USD $175,000) described in Schedule “A”, to the extent not already paid, which amount shall become immediately due and payable notwithstanding any deferral and without proration, regardless of the extent to which the Management Fee has accrued as of the effective date of termination and regardless of whether the OTCQB Qualification or a Successful Listing has occurred, together with any expenses properly incurred and approved in accordance with section 3.4 that remain unreimbursed as of that date. Any Options that have vested as of the effective date of termination shall be governed by the Stock Option Plan and the applicable stock option agreement. For greater certainty, the Listing Success Bonus shall not become payable by reason of a termination under this section and shall remain payable only upon the occurrence of an actual Successful Listing in accordance with Schedule “A”. |
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| 6.3 | Termination for Cause and Basis of Cause. The employer may terminate the engagement of the Service Provider under this provision if any of the following occur: |
| (a) | The death of Service Provider. |
| (b) | The Service Provider becomes, in good faith opinion of the Company, physically or mentally disabled, for a period of more than thirty (30) consecutive days, or for a period of more than sixty (60) days in total during a twelve (12) month period, is unable to perform his/her duties. |
| (c) | Service Provider breaches any material provision of this Contract. |
| (d) | Service Provider misappropriates any funds or property of The Company. |
| (e) | Service Provider fails to comply or refuses to comply with the policies, standards, or regulations of the Company. |
| (f) | Service Provider engages in conduct, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the interests of the Company if he were retained as a Service Provider. |
| (g) | Statement of Termination for Cause. In the event of termination for cause pursuant to this provision, The Company shall give a written statement to the Service Provider, specifying the event causing such termination, and the termination shall be immediately effective. |
| 6.4 | Upon termination of the engagement, the Service Provider will promptly return to the Company all Company property and Confidential Information in the Service Provider’s possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company. |
| 6.5 | Should the Company be the subject of a Corporate Take-over, Merger or other business transaction whereby this General Services Agreement is terminated, then the Service Provider shall be entitled to Severance equal to the full amount of the Management Fee (USD $175,000) described in Schedule “A”, to the extent not already paid, which amount shall become immediately due and payable notwithstanding any deferral and without proration, regardless of the extent to which the Management Fee has accrued as of the effective date of termination and regardless of whether the OTCQB Qualification or a Successful Listing has occurred, together with any expenses properly incurred and approved in accordance with section 3.4 that remain unreimbursed as of that date. Any Options that have vested as of the effective date of termination shall be governed by the Stock Option Plan and the applicable stock option agreement. For greater certainty, the Listing Success Bonus shall not become payable by reason of such transaction or termination and shall remain payable only upon the occurrence of an actual Successful Listing in accordance with Schedule “A”. |
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| 7. | GENERAL |
| 7.1 | Obligations Continue. The Service Provider’s obligations under Article 3 are to remain in full force and effect notwithstanding termination of this Agreement for any reason. |
| 7.2 | Amendment or Waiver. No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Service Provider and an authorized officer of the Company. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be. |
| 7.3 | Compliance with Policies and Laws. The Service Provider agree to abide by all the Company’s policies and procedures, including without limitation, the Company’s code of conduct. The Service Provider also agree to abide by all laws applicable to the Company, in each jurisdiction that it does business, including without limitation securities and regulations governing companies. |
| 7.4 | Governing Law and Venue. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and the federal laws of United States of America applicable thereto. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of Las Vegas, Nevada with respect to any disputes arising out of this Agreement. |
| 7.5 | Notices. Any notice required or permitted to be given under this Agreement shall be in writing or email and shall be properly given if delivered to the addresses as follows: |
| (a) | in the case of the Company: |
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
Attention: Board of Directors
| (b) | in the case of the Service Provider: |
at the address noted on page 1 of this Agreement or to the last address of the Service Provider in the records of the Company.
Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if faxed, upon the date shown on the delivery receipt recorded by the sending facsimile machine.
| 7.6 | Severability. If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law. |
| 7.7 | Entire Agreement. This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto. |
| 7.8 | Currency. Unless otherwise specified herein all references to dollar or dollars are references to US dollars. |
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| 7.9 | Further Assurances. The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as you or the Company may require for the purposes of giving effect to this Agreement. |
| 7.10 | Counterparts/Facsimile Execution. This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means. |
INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement as of the date first above written.
YOUNEEQAI TECHNICAL SERVICES INC.
Per: /s/ James D. Romano
Authorized Signatory
Name: James D. Romano, Director
EXECUTED by the Service Provider:
/s/ Nicholas Genty
NICHOLAS GENTY
Title: Chief Executive Officer
Address: 7205 Pantonbury Pl., Wake Forest, NC 27587, USA
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SCHEDULE “A”
ROLES & RESPONSIBILITIES
Role & Responsibility:
| • | Act as the Company’s Chief Executive Officer (“CEO”); |
| • | Lead corporate strategy, governance, capital markets readiness and execution, financing, and sales execution. |
| • | Report directly to the Board of Directors as deemed appropriate to facilitate all activities. |
| • | All other duties commensurate with the role of a Chief Executive Officer. |
| Compensation: |
| • | The Service Provider agrees to perform the work as described in this Schedule “A” / Role & Responsibility for a fixed management fee of USD $175,000 (the “Management Fee”), covering the period from the Commencement Date through the Company’s successful uplisting to and commencement of trading on a national securities exchange (meaning an exchange registered with the U.S. Securities and Exchange Commission under Section 6 of the Securities Exchange Act of 1934, such as the Nasdaq Stock Market or the New York Stock Exchange) (the “Successful Listing”). The Parties acknowledge that the Company intends to effect its capital markets plan in two stages: first, the admission of the Company’s common shares to quotation on the OTCQB Venture Market operated by OTC Markets Group Inc. (the “OTCQB Qualification”); and thereafter, the Successful Listing. For the avoidance of doubt, the OTCQB Qualification is not, and shall not be deemed to be, a Successful Listing. The Management Fee shall accrue and be deferred, and shall become due and payable upon the Successful Listing, except as otherwise expressly provided in section 6.2 or section 6.5 of this Agreement; |
| • | Listing Success Bonus. The Service Provider shall be entitled to a one-time listing success bonus of USD $75,000 (the “Listing Success Bonus”), payable within ten (10) days following the Successful Listing. The Listing Success Bonus is earned and payable only upon the occurrence of an actual Successful Listing. Neither the OTCQB Qualification nor the quotation, trading or continued quotation of the Company’s common shares on the OTCQB Venture Market or any other over-the-counter quotation system or tier operated by OTC Markets Group Inc. constitutes a Successful Listing or triggers payment of the Listing Success Bonus. Notwithstanding any other provision of this Agreement, the Listing Success Bonus shall not be accelerated and shall not become payable by reason of the termination of this Agreement for any reason, or by reason of any Corporate Take-over, Merger or other business transaction, in the absence of an actual Successful Listing. In addition, and notwithstanding the foregoing, the Listing Success Bonus shall be paid only if, at the time payment would otherwise be due, the Company has treasury cash available to make the payment without impairing its day-to-day operations; if the Board of Directors determines in good faith that sufficient treasury cash is not then available, payment shall be deferred at the discretion of the Board of Directors until such time as sufficient treasury cash is available to pay it without impairing the Company’s day-to-day operations; |
| • | The Service Provider will be entitled to participate in the Company’s Stock Option Plan once established and as governed by the Board of Directors, under which the equity grant described below will be made; |
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| • | A review of compensation will be conducted by the Compensation Committee annually, commencing immediately following the Successful Listing, or within one month following the Company’s year-end and annually thereafter; |
| • | Equity / Options Grant. Subject to the approvals and conditions described below, the Company will grant the Service Provider options under the Stock Option Plan (the “Options”), effective as of the dates described below, in two tranches. The Options are intended to provide the Service Provider with rights to purchase, in the aggregate, a number of common shares equal to two and one-half percent (2.5%) of the Company’s fully diluted shares outstanding immediately following the Successful Listing (the “Target Percentage”), and shall be granted as follows: (a) Initial Grant. Effective as of the date of the OTCQB Qualification (or, if later, the date of Board approval of such grant) (the “Initial Grant Date”), the Company will grant the Service Provider options to purchase a number of common shares equal to two and one-half percent (2.5%) of the Company’s fully diluted shares outstanding immediately following the OTCQB Qualification (the “Initial Options”). (b) Top-Up Grant. Effective as of the date of the Successful Listing (or, if later, the date of Board approval of such grant) (the “Top-Up Grant Date”), the Company will grant the Service Provider additional options (the “Top-Up Options”) to purchase such additional number of common shares as is necessary so that the total number of common shares subject to the Initial Options (whether or not then vested, exercised or outstanding) together with the Top-Up Options equals the Target Percentage. If the number of common shares subject to the Initial Options already equals or exceeds the Target Percentage, no Top-Up Options shall be granted and the Initial Options shall not be reduced, forfeited or repriced. (c) Measurement Convention. For purposes of determining the Target Percentage and the number of Top-Up Options, the Company’s fully diluted shares outstanding immediately following the Successful Listing shall be measured as of the Top-Up Grant Date without giving effect to (i) the Top-Up Options granted hereunder, or (ii) any concurrent top-up or true-up options granted on the same date to any other service provider or director of the Company under a substantially similar arrangement. The Parties acknowledge that the Company has entered or may enter into a substantially similar arrangement with the Chairman of its Board of Directors, and that this convention is intended to ensure that the respective top-up grants are calculated on a common share count and do not compound against one another. (d) General. Each grant of Options is subject to compliance with all applicable laws and regulatory requirements, approval of the Company’s Board of Directors, and the terms and conditions of a separate stock option agreement to be entered into between the Service Provider and the Company. No Options are granted, and no rights in respect of any tranche accrue, prior to the applicable grant date; if the OTCQB Qualification does not occur, no Initial Options shall be granted, and if a Successful Listing does not occur, no Top-Up Options shall be granted (but the Initial Options, once granted, shall remain outstanding in accordance with their terms). The Options shall be governed by the following terms: |
| ◦ | Exercise Price. The exercise price of each tranche will be no less than the fair market value of the common shares on the grant date applicable to that tranche, as determined in good faith by the Board in accordance with applicable law. Accordingly, the exercise price of the Initial Options shall be determined as of the Initial Grant Date, and the exercise price of the Top-Up Options shall be determined as of the Top-Up Grant Date. The exercise price of the Initial Options shall not be adjusted, repriced or increased by reason of the Successful Listing or the grant of the Top-Up Options; |
| ◦ | Vesting. Fifty percent (50%) of the Initial Options shall vest on the Initial Grant Date, with the remaining fifty percent (50%) vesting in equal installments of twenty-five percent (25%) at the end of each of the two (2) calendar quarters following the Initial Grant Date, such that the Initial Options shall be fully vested approximately six (6) months after the Initial Grant Date. The Top-Up Options shall be fully vested on the Top-Up Grant Date.
The vesting of the initial fifty percent (50%) tranche of the Initial Options on the Initial Grant Date, and the full vesting of the Top-Up Options on the Top-Up Grant Date, reflect the Board’s intentional grant of vesting credit for services rendered by the Service Provider from the Commencement Date through the applicable grant date, and the Board shall so record in the resolutions approving each grant; |
Exhibit 10.6
Exhibit 10.7
Amendment to the Share Purchase Agreement
THIS Amendment to the Share Purchase Agreement (the “Agreement”) dated the 16th day of November 2023 between FNB Enterprises Ltd. (the “Purchaser”) and YouneeqAI Technical Services Inc. (the “Vendor”), Is hereby agreed between the parties to amend the Share Purchase Agreement referenced above for mutual benefits, detriments and promises, the adequacy of which is hereby acknowledged, as follows-
Section 1 shall be amended to substitute the following terms in Section 1 in its entirety:
Purchase and Sale. The Vendor hereby agrees to sell and the Purchaser hereby agrees to purchase the Purchased Shares upon and subject to the terms and conditions of this Agreement for a purchase price of 10 pence per share (the “Purchase Price”). 3,000,000 Shares must be purchased on or before February 13, 2024, by payment of USD $348,000, and the balance of 3,000,000 shares can be bought in increments decided by the purchaser at 10 pence per share, however, the next increment must be purchased on or before February 28, 2024, with any additional increments to be purchased on or before April 30, 2024. Purchase increments are never to exceed 3% of the total issued and outstanding shares of RC365 Holdings Plc.
The following section shall be added as Section 8
Section 8: Term and Termination
The Purchaser shall perform the initial purchase of 3,000,000 shares for 10 pence per share on or before February 13, 2024, or this agreement shall expire without notice. For the balance of 3,000,000 shares, the first increment thereof must be purchased on or before February 13, 2024, or this agreement shall expire without notice. Thereafter the remaining balance of the 3,000,000 shares shall be purchase in full on or before April 30, 2024, or this agreement shall expire without notice, or further remedy.
ALL OTHER TERMS AND CONDITIONS SHALL REMAIN AS ORIGINALLY SIGNED, EXCEPT AS AMENDED HEREBY.
IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first mentioned above.
PURCHASER:
FNB Enterprises Ltd.
/s/ Bron Hogan
____________________________________
Per:
VENDOR:
YOUNEEQAI TECHNICAL SERVICES, INC.
/s/ Murray Galbraith
____________________________________
Per:
Exhibit 10.8
AMENDMENT AND EXTENSION AGREEMENT
No. 2 Effective March 13, 2024
For and in consideration of good and valuable consideration, the adequacy of which is hereby acknowledged, YouneeqAI Technical Services, Inc. (‘the Seller”) and FNB Enterprises, Ltd, ("Purchaser") hereby covenant, and agree, as follows:
| 1) | The parties entered into a SHARE PURCHASE AGREEMENT ("Agreement") on August 30, 2023, and amended the Agreement effective on November 16, 2023, in which the payment was amended and the payment date was changed to March 13, 2024. |
| 2) | We acknowledge the receipt of $67,760 USD on March 11, 2024 |
| 3) | The Agreement is extended under the terms hereof, to June 30, 2024, and in consideration hereof, the Purchaser shall pay $280,240 USD, to the Seller on or before June 30, 2024, in full and final payment. |
| 4) | The parties hereby amend the terms of the Agreement to amend and extend the closing date of the Agreement to June 30, 2024, under the terms hereof. |
| 5) | All other terms and conditions of the Agreement, not modified hereby or in the previous amendment, shall remain in full force and effect, without amendment. |
Dated: March 13, 2024
FNB Enterprises, Ltd..
By: /s/ Bron Hogan ___________________________ |
Seller: YouneeqAI Technical Services, Inc.
CEO
By: /s/ Murray Galbraith
_________________________
Exhibit 10.9
SOFTWARE LICENSE AGREEMENT
January 14th, 2026
This Software License Agreement (“Agreement”) is entered into as of January 14th, 2026 (“Effective Date”), by and between: AgEYE Technologies, Inc., a Delaware corporation (“AGEYE”), 3401 Atlantic Ave., Suite 100, Raleigh, NC 27604 USA and YouneeqAI Technical Services, Inc., a Nevada corporation (“YQAI”), 2700 Youngfield Street, Suite 280, Lakewood, CO 80215 USA. The Parties may be referred to individually as a “Party” and collectively as the “Parties.”
1. DEFINITIONS
| 1.1. | “Agreement” means this Agreement, together with all Addenda attached hereto. |
| 1.2. | “Licensed Software” means AGEYE’s proprietary software platform, including compiled code, APIs, machine learning models, interfaces, documentation, updates, and bug fixes, described in EXHIBIT A. |
| 1.3. | “Scope of Use” means the exclusive application, field-of-use, and deployment parameters described in Exhibit B. |
| 1.4. | “Intellectual Property Rights” includes all copyrights, trademarks, patents, trade secrets, derivative rights, and related proprietary rights related to the Licensed Software. |
| 1.5. | “Exclusivity Period” means the period commencing on the Effective Date and continuing until the date on which the license converts to a non-exclusive license pursuant to Section 2.2 or earlier termination of this Agreement in accordance with its terms. |
| 1.6. | “Uplist Event” means YQAI’s common equity being approved for listing on a national securities exchange in the United States (including NASDAQ). |
| 1.7. | “Uplist Deadline” means the date that is 6 months following the Effective Date. |
| 1.8. | “Net Sales” has the meaning set forth in Exhibit D. |
| 1.9. | “Error” means a reproducible failure of the Licensed Software to operate substantially in accordance with AGEYE’s documentation. |
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2. GRANT OF LICENSE
| 2.1. | License Grant; Exclusivity Period |
| 2.1.1. | AGEYE grants YQAI a perpetual, non-transferable, non-sublicensable (except as expressly permitted), revocable license to use, integrate, deploy, market, and commercialize the Licensed Software solely within the Scope of Use. |
| 2.2. | Exclusivity Period; Automatic Conversion. |
| 2.2.1. | The license granted under Section 2.1 shall be exclusive during the Exclusivity Period. |
| 2.2.2. | If the Uplist Event has not occurred on or before the Uplist Deadline, the license shall automatically convert to a non-exclusive license, effective as of the day following the Uplist Deadline, without constituting a breach or termination of this Agreement. All other terms and conditions of this Agreement shall remain in full force and effect. |
| 2.2.3. | For the avoidance of doubt, the effectiveness of this Agreement and the grant of the license hereunder are not conditioned upon, and shall not be affected in any manner by, the occurrence or non-occurrence of any Uplist Event. |
| 2.2.4. | AGEYE may, in its sole discretion, elect to reinstate exclusivity upon written agreement of the Parties. |
| 2.3. | Revocation for Breach. |
| 2.3.1. | AGEYE may revoke exclusivity (but not the license itself) if YQAI materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice. Any such revocation shall not affect YQAI’s continued rights under the license on a non-exclusive basis, unless this Agreement is otherwise terminated in accordance with its terms. |
| 2.4. | Reservation of Rights. |
| 2.4.1. | All rights not expressly granted to YQAI remain reserved to AGEYE. |
3. OWNERSHIP; NO TRANSFER OF ASSETS
| 3.1. | AGEYE retains all right, title, and interest in and to the Licensed Software and associated Intellectual Property Rights. |
| 3.2. | No Asset Sale or Deemed Liquidation Event. This Agreement constitutes only a license grant and does not constitute (a) a sale, transfer, or other disposition of all or substantially all of AGEYE’s assets, or (b) a merger, consolidation, or other transaction that would constitute a “Deemed Liquidation Event” (or similar term) under AGEYE’s organizational documents. |
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4. RESTRICTIONS
| 4.1. | YQAI shall not: |
| 4.1.1. | reverse engineer or decompile the Licensed Software; |
| 4.1.2. | modify or create derivative works except as expressly permitted; |
| 4.1.3. | sublicense or assign rights without AGEYE’s written consent; |
| 4.1.4. | remove proprietary notices; |
| 4.1.5. | use the Licensed Software outside the Scope of Use. |
5. SUPPORT & MAINTENANCE
| 5.1. | AGEYE shall provide support and maintenance services as described in Exhibit C. |
| 5.2. | Updates delivered by AGEYE shall be deemed part of the Licensed Software. |
| 5.3. | Third-Party Software. AGEYE has no obligation to correct errors or defects in third-party software not owned by AGEYE. |
| 5.4. | AGEYE IP Defect Cooperation. |
| 5.4.1. | If a third party asserts a claim against YQAI alleging that the unmodified AGEYE IP infringes or misappropriates intellectual property rights, AGEYE shall reasonably cooperate in good faith with YQAI to evaluate potential mitigation measures, which may include modification, replacement, or licensing alternatives, at AGEYE’s discretion. |
| 5.4.2. | AGEYE shall not be obligated to implement any mitigation measure that: |
| (i) | requires material changes to the Licensed Software’s core architecture; |
| (ii) | materially diminishes the functionality or value of the Licensed Software; |
| (iii) | adversely affects AGEYE’s other customers or products; or |
| (iv) | imposes costs or obligations that are commercially unreasonable. |
6. CONFIDENTIALITY
| 6.1. | Each Party shall protect the other’s Confidential Information with no less than reasonable care. |
| 6.2. | Confidential Information shall be used solely to perform obligations under this Agreement. |
| 6.3. | NDA Incorporated. A separate Non-Disclosure Agreement between the Parties shall be attached as Exhibit E and shall apply in addition to the confidentiality terms herein. The stricter obligation shall govern in the event of conflict. |
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| 6.4. | Advertising & Marketing. Neither Party shall issue any press release, public announcement, marketing content, or publicity regarding this Agreement or the Parties’ relationship without the prior written approval of the other Party. |
7. LICENSE CONSIDERATION
| 7.1. | All financial and economic consideration—including stock issuance, royalties, tagalong rights, and accounting requirements—are set forth exclusively in Exhibit D, incorporated herein by reference. |
8. REPRESENTATIONS & WARRANTIES
| 8.1. | Authority. Each Party represents that it has full authority to enter into and perform under this Agreement. |
| 8.2. | AGEYE Ownership Warranty. AGEYE represents that it owns or controls rights necessary to license the Licensed Software. |
| 8.3. | EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AGEYE PROVIDES THE AGEYE IP TO YQAI “AS IS” WITHOUT WARRANTY. AGEYE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. |
| 8.4. | Warranty Benefit Restriction. All warranties are solely for the benefit of the other Party and may not be transferred except through an approved assignment of this Agreement. |
| 8.5. | Mutual Capability & Non-Conflict Warranty. Each Party warrants that: |
| 8.5.1. | It has the expertise and resources to fulfill its obligations; and |
| 8.5.2. | It is not bound by any agreement that conflicts with this Agreement. |
| 8.6. | AGEYE IP Ownership & Non-Infringement Warranty. AGEYE represents that, to the best of its knowledge, it owns all rights, title, and interest in and to the AGEYE IP and documentation, or holds sufficient license rights permitting sublicensing as granted herein. AGEYE further represents that as of the Effective Date, it is not aware of any claim that the AGEYE IP infringes any proprietary rights or breaches any valid agreement. AGEYE shall promptly provide written notice to YQAI of any threatened or actual claim relating to the AGEYE |
| 8.7. | Cooperation Regarding IP Claims, if an infringement or misappropriation claim is asserted against YQAI relating to the Licensed Software or AGEYE IP, AGEYE agrees to collaborate and negotiate in good faith with YQAI to modify, replace, or otherwise remedy the AGEYE IP upon YQAI’s request. Neither Party shall join or assist a third party in a lawsuit brought against the other relating to the AGEYE IP. |
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9. INDEMNIFICATION
| 9.1. | Indemnification by AGEYE |
| 9.1.1. | AGEYE shall indemnify, defend, and hold harmless YQAI and its officers, directors, and employees from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of a claim that the unmodified AGEYE IP, as provided by AGEYE and used within the Scope of Use and in accordance with this Agreement, infringes or misappropriates any United States intellectual property right of such third party. |
| 9.1.2. | AGEYE shall have no indemnification obligation to the extent the claim arises from: |
9.1.2.1. modifications to the Licensed Software not made or expressly authorized by AGEYE;
9.1.2.2. combinations of the Licensed Software with products, services, data, or systems not provided or approved by AGEYE;
9.1.2.3. use of the Licensed Software outside the Scope of Use or in violation of this Agreement; or
9.1.2.4. YQAI’s failure to implement Error Modifications or mitigation measures provided by AGEYE.
| 9.2. | Indemnification by YQAI |
| 9.2.1. | YQAI shall indemnify, defend, and hold harmless AGEYE and its officers, directors, and employees from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: |
9.2.1.1. YQAI’s commercialization, marketing, distribution, sale, or deployment of any product or service incorporating or utilizing the Licensed Software;
9.2.1.2. any representations, warranties, guarantees, or claims made by or on behalf of YQAI to customers, regulators, or other third parties;
9.2.1.3. YQAI’s failure to comply with applicable laws, regulations, or industry standards, including securities, data protection, export control, and sector specific regulatory requirements;
9.2.1.4. any modification, configuration, integration, or combination of the Licensed Software not expressly authorized by AGEYE; or
9.2.1.5. YQAI’s breach of this Agreement or misuse of the Licensed Software.
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10. LIMITATION OF LIABILITY
| 10.1. | To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, except for liability arising from (i) AGEYE’s indemnification obligations, (ii) breach of confidentiality obligations, or (iii) willful misconduct or fraud, the total aggregate liability of AGEYE and AGEYE’s officers, directors, partners, employees, and subcontractors, to YQAI and any person or entity claiming by or through YQAI, for any and all claims, losses, costs, or damages of any nature whatsoever, including reasonable attorneys’ fees and costs and expert witness fees and costs (collectively, “Losses”), shall not exceed the greater of: |
| 10.2. | the aggregate cash amounts actually paid by YQAI to AGEYE under this Agreement during the twelve (12) months preceding the event giving rise to the claim; or $100,000 USD. |
| 10.3. | Without limiting the foregoing, AGEYE’s total aggregate liability arising from or relating to third-party claims alleging that the unmodified Licensed Software, as provided by AGEYE and used in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights shall be subject to the same limitation of liability set forth above. |
| 10.4. | It is the express intent of the Parties that this limitation apply to any and all liability or causes of action, whether in contract, tort (including negligence), strict liability, or otherwise, to the maximum extent permitted by applicable law. |
11. Term & Termination
| 11.1. | Term. This Agreement shall commence on the Effective Date and shall continue in effect unless and until terminated in accordance with this Section 11 (the “Term”). |
| 11.2. | Termination for Breach. Either Party may terminate this Agreement upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be effective upon written notice delivered after expiration of the cure period. |
| 11.3. | Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party: |
| 11.3.1. | ceases to conduct business in the ordinary course; |
| 11.3.2. | becomes insolvent or unable to pay its debts as they become due; |
| 11.3.3. | makes a general assignment for the benefit of creditors; |
| 11.3.4. | has a receiver or trustee appointed for substantially all of its assets; or |
| 11.3.5. | becomes subject to any bankruptcy, insolvency, or similar proceeding. |
If such proceeding is involuntary, termination shall be effective only if such proceeding is not dismissed within sixty (60) days. Nothing herein shall limit either Party’s rights under applicable bankruptcy law, including Section 365 of the U.S. Bankruptcy Code.
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| 11.4. | Mutual Termination. This Agreement may be terminated at any time by mutual written agreement of the Parties. |
| 11.5. | Effect of Termination. Upon termination or expiration of this Agreement for any reason: |
| 11.5.1. | YQAI shall immediately cease all use, distribution, marketing, and commercialization of the Licensed Software, except as expressly permitted under any surviving non-exclusive license, if applicable; |
| 11.5.2. | each Party shall promptly return or destroy all Confidential Information of the other Party in its possession or control, except to the extent retention is required by applicable law or internal compliance policies; and |
| 11.5.3. | all accrued but unpaid fees, royalties, and other payment obligations shall immediately become due and payable. |
| 11.6. | No Transfer of Intellectual Property. For the avoidance of doubt, termination or expiration of this Agreement shall not result in any transfer of ownership of the Licensed Software or AGEYE Intellectual Property to YQAI. AGEYE shall retain all right, title, and interest in and to the Licensed Software and all related Intellectual Property Rights at all times. No termination event, revocation of exclusivity, or expiration of this Agreement shall be construed as granting YQAI ownership of, or perpetual rights to, the AGEYE IP. |
| 11.7. | Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive, including without limitation provisions relating to: Ownership and Reservation of Rights, Confidentiality, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, and any accrued payment or royalty obligations. |
| 11.8. | No Deemed Asset Transfer. No termination, expiration, or revocation of exclusivity under this Agreement shall be deemed a sale or transfer of assets, a sale of substantially all assets, or a deemed liquidation event of AGEYE. |
12. COMPLIANCE WITH LAW
| 12.1. | Each Party shall comply with applicable laws and regulations. |
| 12.2. | YQAI Regulatory Compliance. YQAI warrants that it has obtained all certifications, approvals, and authorizations required in regulated jurisdictions and has performed due diligence on AGEYE. |
| 12.3. | AGEYE Compliance Warranty. AGEYE warrants it has no knowledge of any fact or condition that would cause a regulatory or quality-assurance body to revoke or deny YQAI’s authorization. |
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13. INDEPENDENT CONTRACTORS
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employer-employee relationship.
14. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
15. MISCELLANEOUS
| 15.1. | Entire Agreement. This Agreement, including all Exhibits and Addenda, constitutes the entire understanding of the Parties and supersedes all prior agreements. |
| 15.2. | Conflicts. In the event of conflict, the terms of this Agreement supersede any Exhibit or Addendum. |
| 15.3. | Successors & Assigns. This Agreement binds and benefits the Parties and their legal representatives, successors, and permitted assigns. |
| 15.4. | Notices. All notices, demands, requests or consents required or permitted under this Agreement shall be in writing and shall be hand delivered, sent by facsimile, or mailed certified return receipt requests to the respective Parties at the following addresses, as the same may be changed by notice to the other Party: |
If to AGEYE:
AgEYE Technologies, Inc.
3401 Atlantic Ave., Ste 100 Raleigh, NC 27604 USA
If to YQAI:
YouneeqAI Technical Services, Inc.
2700 Youngfield Street, Suite 280 Lakewood, CO 80215 USA
| 15.5. | If any part of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited or deemed invalid under applicable law or regulation, such provision shall be prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. |
| 15.6. | Assignment. No Party may assign this Agreement without written consent, except AGEYE may assign in connection with a financing, merger, or reorganization. |
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| 15.7. | Counterparts; Electronic Signatures. Electronic signatures are valid and binding. |
| 15.8. | Injunctive Relief. The Parties acknowledge that breach of confidentiality or IP obligations may cause irreparable harm. |
| 15.9. | Good-Faith Negotiation. Before initiating arbitration, the Parties agree that senior officers of each Party shall meet and negotiate in good faith for a period of fourteen (14) business days in an effort to resolve any dispute arising out of or relating to this Agreement. |
| 15.10. | Arbitration. |
| 15.10.1. | Any dispute, claim, or controversy arising out of or relating to this Agreement that is not resolved through good-faith negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. |
| 15.10.2. | The arbitration shall be conducted by one (1) arbitrator, and the seat and venue of arbitration shall be Wilmington, Delaware. |
| 15.10.3. | Judgment on the arbitration award may be entered in any court of competent jurisdiction. |
IN WITNESS WHEREOF, the Parties hereto executed this Agreement as of the Effective Date.
AgEYE Technologies, Inc.
By: /s/ Nicholas Genty
Name: Nicholas Genty
Title: CEO
Date: _________________________________
YouneeqAI Technical Services, Inc.
By: /s/ Murray Galbraith
Name: Murray Galbriath
Title: President & CEO
Date: _________________________________
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EXHIBIT A – Software Description
EXHIBIT B – Scope of Use
EXHIBIT C – Support & Maintenance
EXHIBIT D – License Consideration & Financial Terms
EXHIBIT E – Non-Disclosure Agreement
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EXHIBIT A – SOFTWARE DESCRIPTION
AGEYE Software Platform
The “Licensed Software” consists of AGEYE’s proprietary software platform and related technology, including the components described below, as provided by AGEYE from time to time in its sole discretion.
2. Core Software Components
The Licensed Software includes, without limitation:
2.1. Data Acquisition & Integration Layer
Software components that ingest, aggregate, normalize, and process data from sensors, devices, third-party systems, and external data sources relevant to agricultural operations.
2.2. Analytics & Intelligence Layer
Proprietary algorithms, models, and logic, including machine learning and artificial intelligence components, used to analyze data, generate insights, predictions, recommendations, and optimization outputs.
2.3. Application & User Interface Layer
Web-based, mobile, or other user-facing interfaces, dashboards, reports, and visualization tools used to access and interact with the Licensed Software.
2.4. Automation & Control Interfaces
APIs, connectors, and integration tools that enable interaction with hardware, automation systems, robotics, environmental controls, or third-party platforms, where applicable.
3. Supporting Materials
The Licensed Software also includes:
| - | object code and executable versions of the software; |
| - | SDKs and integration interfaces made available by AGEYE; |
| - | technical documentation, user manuals, and implementation guides; |
| - | configuration files, schemas, and data models; |
| - | updates, upgrades, enhancements, bug fixes, patches, and error corrections provided by AGEYE under the Agreement. |
For the avoidance of doubt, source code is expressly excluded unless otherwise agreed in writing by AGEYE.
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4. Excluded Materials
The Licensed Software does not include:
| - | AGEYE’s internal development tools, test frameworks, or internal systems; |
| - | source code, training data, or model weights not expressly provided; |
| - | third-party software governed by separate license terms; |
| - | hardware, firmware, or embedded systems unless expressly identified in writing; |
| - | any functionality not generally released or designated by AGEYE for customer or partner use. |
5. Modifications & Derivative Works
Any modifications, configurations, customizations, or derivative works of the Licensed Software, whether created by or for YQAI, shall be deemed part of the Licensed Software and remain subject to AGEYE’s ownership of the underlying Intellectual Property, except for YQAI’s independently developed materials that do not incorporate or derive from the AGEYE IP.
6. No Limitation on Future Development
Nothing in this Exhibit A shall be construed to limit AGEYE’s right to develop, modify, enhance, or commercialize the Licensed Software or other products or services, whether within or outside the Field of Use, subject to the exclusivity provisions of the Agreement.
7. Description Controls; No Expansion of Rights
This Exhibit A is provided for descriptive purposes only and does not expand or limit the scope of the license granted under the Agreement. In the event of any inconsistency, the terms of the Agreement shall control.
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EXHIBIT B – SCOPE OF USE
Permitted Use
Subject to the terms and conditions of the Agreement, AGEYE grants YQAI the right to use the Licensed Software solely for the purpose of integrating, deploying, marketing, and commercializing products and services developed and offered by YQAI that incorporate the Licensed Software, within the Field of Use defined below.
2. Field of Use
2.1. AI-enabled analytics, automation, and software solutions for the agriculture industry, including controlled-environment agriculture, indoor farming, greenhouse operations, crop production optimization, and related agricultural applications.
2.2. YQAI shall not use, permit use of, distribute, or commercialize the Licensed Software outside the Field of Use, whether directly or indirectly, without the prior written consent of AGEYE.
3. Deployment Scope
3.1. YQAI may deploy the Licensed Software solely:
| 3.1.1. | as embedded components of YQAI-branded products or services; |
| 3.1.2. | in hosted, cloud-based environments operated or controlled by YQAI or its authorized customers; and |
| 3.1.3. | in accordance with all applicable laws, regulations, and industry standards. |
4. Exclusivity Clarification
4.1. During the Exclusivity Period, AGEYE shall not license the Licensed Software to a third party within the Field of Use, subject to the terms of the Agreement.
4.2. Upon expiration or revocation of exclusivity, AGEYE may license the Licensed Software to other parties, provided that YQAI’s license rights continue on a non-exclusive basis.
5. Prohibited Uses
5.1. Without limiting the restrictions set forth in the Agreement, YQAI shall not:
| 5.1.1. | use the Licensed Software outside the Field of Use; |
| 5.1.2. | offer the Licensed Software on a standalone, white-label, or sublicensable basis; |
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| 5.1.3. | permit any third party to access the Licensed Software except as part of an authorized YQAI product or service; |
| 5.1.4. | use the Licensed Software to develop or train competing software |
platforms; or
| 5.1.5. | use the Licensed Software in any manner that infringes AGEYE’s Intellectual Property Rights. |
6. No Transfer of Ownership
Nothing in this Exhibit B shall be construed as granting YQAI any ownership interest in the Licensed Software or AGEYE Intellectual Property. All rights not expressly granted remain reserved to AGEYE.
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EXHIBIT C – SUPPORT & MAINTENANCE
Support Services
Subject to the terms of the Agreement, AGEYE shall provide YQAI with commercially reasonable technical support for the Licensed Software during the Term.
Support services may include, at AGEYE’s discretion:
| - | response to reported Errors; |
| - | reasonable assistance with configuration and integration questions; |
| - | clarification of documentation and intended functionality. |
Support shall be provided remotely, during AGEYE’s normal business hours, unless otherwise agreed in writing.
2. Error Reporting & Response
2.1. YQAI shall report Errors to AGEYE with sufficient detail to allow reproduction, including logs, screenshots, and system information, as reasonably requested.
2.2. AGEYE shall use commercially reasonable efforts to respond to reported Errors in a timeframe appropriate to the severity of the Error, as determined by AGEYE in good faith.
2.3. AGEYE does not guarantee resolution of all Errors.
3. Maintenance & Updates
3.1. AGEYE may, from time to time, provide updates, upgrades, enhancements, patches, or bug fixes to the Licensed Software (“Updates”).
3.2. All Updates provided by AGEYE shall be deemed part of the Licensed Software and subject to the terms of the Agreement.
3.3. AGEYE is not obligated to provide:
| - | new features or functionality; |
| - | Updates on any fixed schedule; |
| - | backward compatibility with prior versions. |
4. Exclusions
AGEYE shall have no obligation to provide support or maintenance for Errors arising from:
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| - | modifications or integrations not authorized by AGEYE; |
| - | use of the Licensed Software outside the Scope of Use; |
| - | failure by YQAI to implement Updates provided by AGEYE; |
| - | third-party software, hardware, networks, or systems not provided by AGEYE; |
| - | misuse, negligence, or failure to follow documentation. |
5. Third-Party Software
The Licensed Software may include or interoperate with third-party software governed by separate license terms. AGEYE shall have no obligation to correct Errors attributable to such third-party software.
6. Suspension of Support
AGEYE may suspend support services upon written notice if YQAI is in material breach of the Agreement, including failure to pay amounts due, until such breach is cured.
7. No Warranties; No SLA
Support and maintenance services are provided “AS IS” and do not constitute a service-level agreement (SLA). Nothing in this Exhibit C shall be construed as creating any uptime guarantee, performance warranty, or service-level commitment.
8. Changes to Support
AGEYE may modify its support practices and policies from time to time, provided that such modifications do not materially reduce the overall level of support provided during the Term.
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EXHIBIT D – LICENSE CONSIDERATION & FINANCIAL TERMS
Stock Issuance
YQAI shall issue Two Million, Five Hundred Thousand (2,500,000) fully paid, nonassessable, non-cancellable common shares to AGEYE as advance royalty payment for six
(6) months.
2. Tagalong / Continuing Covenant
| a. | YQAI must include AGEYE as an equity participant on terms no less favorable than any majority owner in any sale, acquisition, sublicense, merger, or recapitalization. |
| b. | Any breach of this Section shall constitute a material breach of this Agreement. |
| c. | Upon any such breach, AGEYE may revoke exclusivity pursuant to Section 2, provided that such revocation shall not terminate the license itself. |
| d. | For the avoidance of doubt, no revocation of exclusivity, termination of this Agreement, or expiration of the license shall result in any transfer of ownership of the Licensed Software or AGEYE Intellectual Property. YQAI shall retain ownership only of its independently developed materials, if any, that do not incorporate, are not derived from, and do not depend upon the AGEYE IP. |
3. Royalty
| 1. | Royalty Grant: |
| a. | In consideration for the continuation of the exclusive license granted under the Agreement, YQAI shall pay AGEYE a royalty based on Net Sales attributable to the Licensed Software. |
| 2. | Royalty Rate: |
| a. | Beginning six (6) months after the Effective Date, YQAI shall pay AGEYE a royalty equal to one percent (1%) of Net Sales derived from YQAI’s commercialization, distribution, sublicensing, or other monetization of the Licensed Software within the Scope of Use. |
| b. | No royalty shall be due during the initial six (6) month period following the Effective Date, which period is covered by the advance royalty consideration described elsewhere in this Exhibit. |
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| 3. | Definition of Net Sales: |
| a. | Net Sales” means gross amounts actually received by YQAI from third parties for products or services incorporating or enabled by the Licensed Software, less the following customary and documented deductions, to the extent actually incurred and not otherwise reimbursed: |
| i. | trade, quantity, or cash discounts actually granted; |
| ii. | credits, chargebacks, refunds, or returns actually issued; |
| iii. | sales, use, value-added, or similar transaction taxes (excluding income taxes); and |
| iv. | customary shipping and insurance charges separately stated on invoices. |
| b. | Net Sales shall be calculated in accordance with generally accepted accounting principles (GAAP), applied consistently. |
| 4. | Royalty Reporting and Payment: |
| a. | Royalty payments shall be calculated and reported on a quarterly basis. |
| b. | Within thirty (30) days after the end of each calendar quarter, YQAI shall deliver to AGEYE a written royalty report setting forth: |
| i. | Net Sales for the applicable quarter; |
| ii. | the calculation of royalties owed; and |
| iii. | reasonable supporting detail. |
| iv. | Royalty payments shall be made concurrently with delivery of each royalty report. |
| 5. | Audit Rights: |
| a. | AGEYE shall have the right, upon reasonable prior notice and no more than once per calendar year, to audit YQAI’s books and records solely to verify compliance with this Exhibit. |
| b. | Any such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with YQAI’s operations. |
| c. | If an audit reveals an underpayment of more than five percent (5%) for any audited period, YQAI shall promptly pay the deficiency together with reasonable audit costs. |
| 6. | Late Payments: |
| a. | Any undisputed royalty amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less, from the due date until paid. |
| 7. | Survival: |
| a. | YQAI’s royalty payment, reporting, audit, and recordkeeping obligations under this Exhibit shall survive termination or expiration of the Agreement with respect to Net Sales occurring prior to such termination or expiration. |
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EXHIBIT E – MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“NDA”) is entered into as of the 14th day of January 2026 (“Effective Date”), by and between AgEYE Technologies, Inc., a Delaware corporation (“AGEYE”), and YouneeqAI Technical Services, Inc., a Nevada corporation (“YQAI”). AGEYE and YQAI may each be referred to as a “Party” and collectively as the “Parties.”
1. Purpose
In connection with discussions relating to a business opportunity of mutual interest and the performance of any agreement between the Parties (the “Opportunity”), each Party may disclose to the other certain Confidential Information. A Party disclosing Confidential Information is a “Disclosing Party,” and a Party receiving Confidential Information is a “Receiving Party.”
2. Definition of Confidential Information
2.1. “Confidential Information” means all non-public, confidential, or proprietary information disclosed in any form, whether tangible or intangible, including without limitation: financial information; computer programs; source code and object code; software; technical drawings; algorithms; protocols; specifications; technical expertise; know-how; formulas; processes; ideas; inventions (whether patentable or not); intellectual property; trade secrets; business, product development, and commercialization plans; schematics; reports; test results; charts; graphs; measurements; and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
2.2. Confidential Information does not include information that the Receiving Party can demonstrate by written records:
| 2.2.1. | was lawfully known to the Receiving Party prior to disclosure; |
| 2.2.2. | becomes publicly available through no breach of this NDA; |
| 2.2.3. | is received from a third party without restriction and without breach of any obligation of confidentiality; or |
| 2.2.4. | is independently developed without use of or reference to the Confidential Information. |
3. Obligations of the Receiving Party
With respect to the Disclosing Party’s Confidential Information, the Receiving Party shall:
3.1. protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but not less than reasonable care;
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3.2. use the Confidential Information solely for purposes of the Opportunity;
3.3. not copy, reproduce, or otherwise duplicate Confidential Information except as reasonably necessary for the Opportunity and without removing proprietary notices;
3.4. restrict disclosure to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than this NDA;
3.5. refrain from reverse engineering, decompiling, disassembling, or otherwise analyzing the Confidential Information except as expressly permitted in writing; and
3.6. upon written request, promptly return or destroy all Confidential Information and certify such destruction in writing.
4. Compelled Disclosure
A Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that (to the extent legally permitted) the Receiving Party promptly notifies the Disclosing Party so that it may seek protective relief.
5. No Obligation to Proceed
Nothing in this NDA obligates either Party to enter into any further agreement or business relationship. Each Party reserves the right to terminate discussions at any time.
6. Ownership; No License
All Confidential Information remains the exclusive property of the Disclosing Party. Nothing in this NDA grants any license, right, or interest in the Confidential Information or related intellectual property, whether by implication, estoppel, or otherwise.
7. Successors and Assigns
This NDA shall bind and benefit the Parties and their permitted successors and assigns; provided that no Confidential Information may be disclosed to any successor or assign without the prior written consent of the Disclosing Party.
8. Term; Survival
This NDA shall remain in effect for two (2) years from the Effective Date.
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The obligations of confidentiality and non-use shall survive for five (5) years from the date of disclosure, and with respect to Confidential Information constituting trade secrets, for so long as such information remains a trade secret under applicable law.
9. Governing Law
This NDA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles.
10. Equitable Relief
Each Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are insufficient. The Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the requirement of posting a bond.
11. Entire Agreement
This NDA constitutes the complete and exclusive agreement between the Parties with respect to confidentiality of the Confidential Information and supersedes all prior or contemporaneous communications or agreements relating thereto. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this NDA as of the Effective Date.
AgEYE Technologies, Inc.
By: /s/ Nicholas Genty
Name: Nicholas Genty
Title: CEO
Date: 1/14/2026
YouneeqAI Technical Services, Inc.
By: /s/ Murray Galbraith
Name: Murray Galbraith
Title: President & CEO
Date: 1/14/2026
Exhibit 10.10
LOCK UP AGREEMENT
THIS AGREEMENT (“AGREEMENT") is made effective as of this ___ day of __________ by and among ____________________________________________ (“SHAREHOLDER") and YouneeqAI Technical Services, Inc., a Nevada corporation (“COMPANY").
WHEREAS, the Shareholder owns________________ common shares of the Company, (the “SECURITIES all of which are intended to be bound by this Agreement.
WHEREAS, the Company believes it is in the best interests of its shareholders and the Shareholders to maintain an orderly trading market for shares of the Company's common stock (“COMMON SHARES”);
WHEREAS, the Company desires the Shareholder to agree to a lock up and contractually refrain from any actions involving the Securities as it pertains to the sale, loan, Pledge, hypothecation, or other transfer of any rights to Securities held by the Shareholder, to encourage and maintain orderly trading in shares of the Company's common stock to minimize volatility for benefit of Shareholder and all shareholders.
WHEREAS, in order to induce Company to register Shareholder’s shares in an S-1 Registration Statement, the Shareholder agrees to the terms herein.
NOW, THEREFORE, in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. LOCK UP OF SECURITIES.
a) For Valuable consideration hereby received, the adequacy of which is acknowledged, the Shareholder agrees that without the prior written consent of the Company, for a period of six months after the listing date on OTCQB for common stock of the Company, the Shareholder will not make or cause any sale of the Securities, nor make any pledge, hypothecation, loan, sale of short coverage, or any other agreement that could cause the transfer of the Securities or any rights thereto, including options or warrants for the Securities .
b) For six months from date of date of any Exchange listing, subject to the Affiliate Rules incorporated into Rule 144, and any required Rule 144 compliance, the Company will process to clear the share certificates or book entries for the Securities submitted within fifteen (15) business days from notice and receipt of any required supporting trading records from Shareholder.
c) The Securities shall be held in Book Entry by the Company’s Transfer Agent and shall be clearly marked with the symbol “RLU” for this Lock Up Restriction, in the Transfer Agent Records. The Transfer Agent will be instructed to notify the Company of any request for transfer of any type, during the Lock Up period.
2. CONSIDERATION FOR THIS AGREEMENT. In consideration for the Shareholder agreeing to be bound by the terms of this Agreement, the Company is filing an S-1 Registration
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Statement covering the shares specified herein, for the ultimate benefit of the Shareholder, and the Company is relying upon this Agreement and such consideration is acknowledged by the Shareholder as full, fair and adequate.
3. TRANSFER; SUCCESSOR AND ASSIGNS. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
4. GOVERNING LAW. This Agreement shall, to the fullest extent allowed by law, be construed, interpreted and enforced in accordance with the laws of the State of Nevada, without regard to or application of conflict of law rules, and the venue in regard to any disputes arising hereunder shall, to the fullest extent allowed by law, be in Colorado.
5. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6. TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
7. NOTICES.
(a) All notices, requests, demands and other communications under this Agreement or in connection herewith shall be given or made upon (i) the Shareholder at such Shareholder's address set forth on the signature page hereto; and (ii) the Company at its home office.
(b) All notices, requests, demands and other communications given or made in accordance with the provisions of this Agreement shall be in writing, and shall be sent by overnight courier, certified mail, postage pre-paid and return receipt requested, or by facsimile with confirmation of receipt, and shall be deemed to be given or made when receipt is so confirmed.
(c) Any party may, by written notice to the other, alter its address or respondent and such notice shall be given in accordance with the terms of this Section 7.
8. ATTORNEYS' FEES. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled as determined by such court, equity or arbitration proceeding.
9. AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended with the written consent of the Company and the Shareholder. The Agreement may not be revoked by the Shareholder.
10. SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, portions of such provisions, or such provisions in their entirety, to the extent
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necessary, shall be severed from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.
11. DELAYS OR OMISSIONS. No delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default of the other party to this Agreement shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party to this Agreement of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder shall be cumulative and not alternative.
12. ENTIRE AGREEMENT. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto are expressly cancelled.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
YouneeqAI Technical Services, Inc., a Nevada corporation
By: __________________________________
Name: ______________________
Title: CEO
Shareholder:
_____________________________________
Name: ______________________
Title: ______________________
Address:
____________________________________
____________________________________
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Exhibit 21
LIST OF SUBSIDIARIES
None
Exhibit 5.1
Exhibit 23.1
Michael A. Littman
Attorney at Law
PO Box 1839, Arvada, CO 80001
Phone: 720-530-6184
Email: malattyco@aol.com
August 11, 2026
YouneeqAI Technical Services, Inc.
2700 Youngfield St., Suite 100
Lakewood, CO 80215
Re: Form S-1 for up to 11,715,328 Shares of Common Stock by Selling Shareholders of YouneeqAI Technical Services, Inc.
Gentlemen:
At your request, I have examined the Form S-1 which is being filed with the Securities and Exchange Commission ("SEC") (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of:
| · | Up to 11,715,328 shares to be issued upon effectiveness of Registration. |
In rendering the following opinion, I have examined and relied upon all of the documents listed as exhibits to the Form S-1, and resolutions of the Board of Directors of the Company adopted by the Board of Directors of the Company authorizing the agreement for the issuance of the stock, registered in Form S-1 to which this letter refers. In my examination, I have assumed the genuineness of all signatures, the authenticity, accuracy and completeness of the documents submitted to me as originals, and the conformity with the original documents of all documents submitted to me as copies.
I have not undertaken, nor do I intend to undertake, any independent investigation beyond such specified documents and records, but to the extent necessary for this opinion, I have inquired and am satisfied as to the adequacy and accuracy of such documents and records. I have examined all documents necessary to form my opinions.
Based on the foregoing, it is my opinion that the stock being registered under the Registration Statement, when and as issued, will be duly and validly authorized, fully paid and non-assessable under Nevada Laws.
I express no opinion as to compliance with the Securities Acts or "blue sky" laws of any state in which the stock is proposed to be offered and sold or as to the effect, if any, which non-compliance with such laws might have on the validity of transfer of the stock.
I consent to the filing of this opinion as an exhibit to any filing made with the Securities and Exchange Commission or under any state or other jurisdiction's securities act for the purpose of registering, qualifying or establishing eligibility for an exemption from registration or qualification of the stock described in the Registration Statement in connection with the offering described therein.
This opinion covers only matters of Nevada law and nothing in this opinion shall be deemed to imply any opinion related to the laws of any other jurisdiction. Nothing herein shall be deemed to relate to or constitute an opinion concerning any matters not specifically set forth above.
The information set forth herein is as of the date of this letter. I disclaim any undertaking to advise you of changes which may be brought to my attention after the effective date of the Registration Statement.
Sincerely,
/s/ Michael A. Littman
Michael A. Littman, Attorney at Law
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Form S-1 of our report dated August 10, 2026, relating to the financial statements of YouneeqAI Technical Services, Inc., as of and for the years ended December 31, 2025 and 2024, which report includes an explanatory paragraph regarding the Company’s ability to continue as a going concern.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ RBSM LLP
New York, NY
August 11, 2026