Commitments and Contingencies | Note 7 - Commitments and Contingencies Director Agreement with Aymar de Lencqusaing, Brett Lovegrove, Cindy Li, James P. Bond, Jean-Michel Doublet and Lionel Therond On March 9, 2022, the Company entered into a Director Agreement with Aymar de Lencqusaing, Brett Lovegrove, Cindy Li, James P Bond, Jean-Michel Doublet and Lionel Therond. Pursuant to each Director Agreement, each director agreed to perform the duties of a director in accordance with the terms of the Director Agreement with a time commitment of 8-10 days per month, with 4 Board meetings per year. The Director Agreement’s term starts on March 9, 2022 and terminates upon the earlier of the following to occur: (i) removal of the individual as a director of the Company upon proper shareholder action in accordance with the Company’s articles, bylaws and applicable law (ii)Individuals resignation as a director of the Company (iii) individuals death or (iv) failure of the shareholders of the Company to re-elect the individual at the Company’s annual shareholder meeting or any special meeting of the shareholders called for the purpose of electing directors. Pursuant to the Director Agreement, the Company agreed to indemnify each director, if he becomes a party, or is threatened to become a party, to a proceeding (other than an action by or in the right of the Company) by reason of Each individuals status as a director in accordance with the terms and conditions set forth in the Director Agreement. Pursuant to the Director Agreement, the Company agreed to obtain and maintain director and officer insurance for the Company following the completion of the ZHRH Transaction and each director will be named as an insured party under such insurance. There can be no assurance that the Company will enter into any letters of intent or any other oral or written agreements in connection with the ZHRH Transaction, or that the ZHRH Transaction can occur at all. Pursuant to the Director Agreement, the Company agreed to compensate each director for such services by issuing each of them shares of the Company’s common stock as follows: ● The intent is that for each full year that he serves as a director of the Company, they’ll receive a number of shares of the Company’s common stock having a total value of $ 80,000 ● The first grant of shares of common stock will be made on the closing of the ZHRH Transaction and will be based on the length of each individuals service as a director of the Company as of that date at the time of closing (the “First Grant”). The number of shares of common stock to be issued in the First Grant shall be based on a value of each share of common stock as determined based on the number of shares of common stock issued to the shareholders of ZHRH China in the ZHRH Transaction assuming a pre-money valuation of ZHRH China of USD$30 million. In the event that each individual Ceases to serve as a director of the Company for any reason prior to the vesting of the First Grant shares, such First Grant shares will be automatically forfeited. ● Following the closing of the ZHRH Transaction, for each calendar quarter thereafter during which each individual continues to serve as a director of the Company, the Company will grant each director a restricted stock award of shares of the Company’s common stock having a fair market value (as determined by the Board or a committee thereof, but in any case without the involvement of Mr. Lovegrove) as of the last day of each such calendar quarter of $20,000 (each, a “Quarterly Grant”). Each Quarterly Grant shall vest, if at all, on the one-year anniversary of the applicable grant date, and, once vested, shall be subject to no additional contractual lock-in period. In the event that a director ceases to serve as a director of the Company for any reason, any Quarterly Grant which has not vested at such time will be automatically forfeited. On December 30, 2022, Lionel Therond resigned from all positions with the Company. Mr. Therond, served as the Company’s Chief Financial Officer from October 25, 2021 and as a member of the Company’s Board of Directors from March 9, 2022 until December 30, 2022.On December 12, 2022, Jean-Michel Doublet resigned from all positions with the Company. Mr. Jean-Michel Doublet served as the Company’s Chief Executive Officer from October 25, 2021 and as a member of the Company’s Board of Directors from March 9, 2022 until December 12, 2022. On December 12, 2022, Brett Lovegrove, the Company’s Chairman of the Board of Directors, agreed to be the Interim Chief Executive Officer and on December 30, 2022, Mr. Lovegrove agreed to be the Interim Chief Financial Officer of the Company. During the six months ended December 31, 2020, the Company accrued a total of $ 195,379 65,005 195,379 65,005 . |