GLOBAL QUEST, LTD. (OTCMKTS:GLBB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Stock Purchase Agreement
On May 4, 2017, Teller Financial, LLC, a Colorado limited
liability company (Teller) and Richard C.
Weiner, entered into a Stock Purchase Agreement, dated May 4,
2017 (the Purchase Agreement). Mr. Larry J.
Sherman has voting and dispositive control of Teller.
to the Purchase Agreement, Mr. Weiner purchased an aggregate of
seven million (7,000,000) shares (the Shares),
of common stock, par value $0.001 per share (the Common
Stock), of Global Quest, Ltd., a Nevada corporation (the
Company), representing approximately 69.65% of
the issued and outstanding shares of Common Stock of the Company,
held by Teller for $7,700.00 (the Purchase Price) and payable by
the assumption by Mr. Weiner of Tellers obligations under two
secured promissory notes, dated April 12, 2017 (the
Notes), owing to Shim Kyoung Hwa and Shin Dong
Hyun (former officers and directors of the Company), each in the
amount of $3,850 and maturing on October 12, 2017 ( the
Due Date). Both Notes are non-interest bearing;
provided, however, any unpaid portion of the Notes
outstanding after the Due Date shall bear at the rate of ten
percent (10%) per annum (the Transaction). The
obligations under the Notes are secured by the Shares to a Stock
Pledge Agreement, dated May 4, 2017 (the Stock Pledge
Agreement), between Weiner and each of Shim Kyoung Hwa
and Shin Dong Hyun.
The Purchase Agreement and Stock Pledge Agreements are filed as
exhibits to this Form 8-K and are incorporated by reference
herein.
Distribution Agreement
On May 5, 2017, Camino Products, LLC, a Delaware limited
liability company (Camino), and Global Quest
Nutrients, LLC f/k/a Carepoint Nutrients, LLC
(GQN), a Colorado limited liability company and
wholly-owned subsidiary of the Company, entered into that certain
Distribution Agreement, dated April 12, 2017 (the
Agreement), to which Camino appointed GQN as the
exclusive distributor of Caminos Pain Relief and Sleep PM
products (the Products) throughout the United
States (the Territory).
The term of the Agreement commences on April 12, 2017 and is
effective until April 11, 2018 and extends for successive one
year terms unless either party notifies the other of its election
not to so renew within 60 days before the expiration of the
original or renewal term.
GQN and Camino have agreed to establish a minimum order level for
the next 12 months on a quarterly basis (Minimum Order
Level). to the Agreement, GQN shall have the right to
appoint sub-distributors within the Territory to sell and
distribute the Products, subject to notification to and approval
by Camino. Camino has agreed to sell to GQN for consideration, a
national exclusive distributorship covering the entire United
States in consideration for $20,000, payable within 30 days from
the execution of the Agreement and subject to minimum sales
quotas included in this Agreement. During the term of the
Agreement, GQN shall not either, directly or indirectly, develop,
produce, promote or distribute products or technology that are
similar or competitive to the Products.
The Agreement may be terminated by either party if other party
becomes insolvent or bankrupt, or admit in writing its inability
to pay its debt, or make an assignment for the benefit its
creditors or cease to function as a going concern, declares
bankruptcy or does not cure a breach for thirty days after
notification. Camino may terminate the Agreement if GQN fails to
order a to order a dollar amount of Products equal to 75% or
greater of the Minimum Order Level for any six-month period
during the term of the Agreement and does not cure such default
by purchasing a sufficient number of Products in the next
succeeding six-month period.
A copy the Distribution Agreement is filed as an exhibit to this
Form 8-K and is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
Upon the consummation of Transaction, Mr. Weiner assumed control
of the Company from Larry Sherman. The disclosure under Item 1.01
is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The disclosure under Item 1.01 of this Form 8-K is incorporated
by reference herein.
Contemporaneously with the consummation of the Transaction, Larry
Sherman resigned as the Companys Chief Executive Officer and
President as a member form the Board of Directors. Mr. Shermans
resignation was not a result of any disagreement between Mr.
Sherman and the Company, its management, board of directors or
any committee of the board of directors of the Company.
Simultaneously with Mr. Shermans resignation, Richard C. Weiner
was appointed as the Companys Chief Executive Officer, President,
Secretary and Treasurer of the Company and as member of the Board
of Directors.
Professional Experience
Richard C. Weiner, 67 years old, has
served as the as Chief Financial Officer (CFO) of several
companies in the past. In the last five years Mr. Weiner has been
serving as CFO of Global Remote Technologies (CNSX:RGT) a public
company in oil service sector from (2014-2016) and Natures
Bioceuticals that provided consumers Natural Medicine products
from (2011-2013.) In October, 2004, Mr. Weiner relocated from
Ohio to Florida and served as the Chief Operating Officer and
Interim Chief Financial Officer of National Security Title
Agencies, Inc. He oversaw all finances and operations in the
continuing expansion of that business until it was sold in
December, 2005.
Mr. Weiner has over 30 years of senior management experience in
both financial and operational positions with various
corporations including as the owner of Madison Steel Processing,
Medina General Inc., and Vice President of Vital Products
Company. Mr. Weiner also served as a Director of Natures
Bioceuticals, Inc. He has proven abilities to provide critical
thinking, identification of potential problems, development of
viable alternatives, and implementation of cost effective
solutions. He has worked in various industries, such as
manufacturing, software development and implementation, capital
equipment, and acquisitions with strong regional players. Mr.
Weiner also served as a Director of Natures Bioceuticals, Inc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number: |
Description: |
|
|
10.1 |
Stock Purchase Agreement, dated May 4, 2017, by and among |
|
|
10.2 |
Distribution Agreement, dated May 5, 2017, between Camino |
|
|
10.3 |
Stock Pledge Agreement, dated May 4, 2017, between Richard |
|
|
10.4 |
Stock Pledge Agreement, dated May 4, 2017, between Richard |
About GLOBAL QUEST, LTD. (OTCMKTS:GLBB)
Global Quest Ltd is engaged in marketing, sales via the Internet of online cooking instruction and multi-cultural recipe’s under the website www.homechefinternational.com. The company was founded in January 2015 and is located in Yongin, South Korea.