NOTE 9 - SUBSEQUENT EVENTS | On February 1, 2018, the Company issued to Auctus Funds, LLC (Auctus) a convertible promissory note for $220,000 (the Auctus Loan or the Auctus Note). The Auctus Note is repayable in six months, from issuance, and bears interest at 12% per annum. The Auctus Note is convertible into Common shares at the option of the holder at issuance based on the discounted (50% discount) lowest trading prices of the Companys Common shares during 25 days prior to the conversion. The Company had the right to prepay the note at 135% but negotiated the rate down to 125% plus 15,000 shares of restricted Common stock. On February 20, 2018, the Company repaid the Auctus Loan in full and as such it is no longer outstanding and has been retired. The repayment amount was $276,627 plus 15,000 shares of restricted Common stock. On February 13, 2018, the Company executed a purchase agreement (the Purchase Agreement) and attendant promissory note, with St George Investments for $4,245,000 (the St. George Loan or the St. George Note) with the initial tranche of the St. George Loan being $945,000. The St. George Loan carries an original issuance discount (OID) of $385,000 and the Company agreed to pay financing fees of $10,000. The St. George Note is repayable one (1) year from issuance and bears interest at 10% per annum. The St. George Note is convertible into Common shares after six (6) months from the issuance based on the discounted (50% discount) lowest trading prices of the Companys Common shares during 25 days prior to the conversion. The full amount of the St. George Loan shall be comprised of thirteen (13) tranches (each, a Tranche), consisting of (i) the initial Tranche in an amount equal to $945,000 and any interest, costs, fees or charges accrued thereon or added thereto under the terms of the St. George Note and the other Transaction Documents (as defined in the Purchase Agreement) (the Initial Tranche), and (ii) twelve (12) additional Tranches, each in the amount of $275,000, plus any interest, costs, fees or charges accrued thereon or added thereto under the terms of the St. George Note and the other Transaction Documents (each, a Subsequent Tranche). In conjunction with the initial tranche from the St. George Note, the Company was provided with warrants to purchase up to 211,883 shares of common stock. The warrants to purchase common stock are equivalent to $472,500 divided by the market price of the Company stock on the note issuance date for the initial tranche. The warrants are exercisable at $1.90 per share within five years from the note issuance date. On February 20, 2018, the Company received the Initial Tranche from St. George Investments, less $85,000 of the total OID, for net proceeds of $850,000. As part of the Initial Tranche, the Company repaid Auctus Loan. The total repayment amount of the Auctus Loan was $276,627 and 15,000 shares of common stock. On February 26, 2018, the Companys Board of Directors approved a cash dividend. The record date for the dividend is March 31, 2018 at a rate of $0.001 per share. On March 2, 2018. the Company agreed to terms with REI Extracts regarding an extraction and distribution joint venture conducted under the Companys licenses. To carry out the purposes of the joint venture, REI delivered equipment to SIGOs facilities to conduct extraction tests. Additionally, REI Extracts also provided consulting services related to cultivation and provided a master grower. The new master grower originally began working with the Company in January 2018. The Company agreed to pay the grower based on the yield of sellable flower per warehouse bay, as follows: Harvested pounds per bay of sellable flower Incentive Bonus 0-40 $0 40-60 $40 per pound in excess of 40 pounds 60-80 $70 per pound in excess of 40 pounds 80-100 $100 per pound in excess of 40 pounds 100+ $120 per pound in excess of 40 pounds In December, 2018, SIGO and REI Extracts mutually agreed to terminate their joint venture. All equipment delivered by REI Extracts was removed by REI Extracts and the Company ceased utilizing the master grower provided by REI Extracts. On November 30, 2018, pursuant to a purchase agreement entered into by and between SIGO and Job Growing, Inc. (Job Growing) the Company issued 333,000 shares of Series C Preferred Stock, valued at $1,000,000, to Job Growing, in exchange for the rights to 50% of the net profits of Job Growing. In the event that Job Growing either: (i) files a registration statement, with the Securities and Exchange Commission (the SEC), to become a reporting company under the Securities Exchange Act of 1934; or (ii) is acquired by an unrelated third party, then SIGO has the right to buy a fifty percent (50%) equity interest in Job Growing for the additional consideration of one and no/100 dollar ($1.00). On September 17, 2019 Job Growing notified the Company of its intent to terminate the agreement between Job Growing and the Company effective immediately. On August 15, 2019, the Company received a true up notice from Job Growing to issue 576,091 shares of Series C Preferred Stock to Job Growing valued at $633,700, pursuant to the terms of the purchase agreement signed on November 30, 2018. On January 15, 2019, BMG was fined approximately $35,000 for not having Worker's Compensation insurance for the months of January 2018 - April 2018. The Company believes this is a fine owed by BMG and is not a liability due to the Company, as we transferred ownership of BMG during December 2017, to T.J. Magallanes, the Company's former CEO (see Note 1). VBF Brands, the Company's operating entity, has workers compensation and was not subject to the fine. The Company ceased operating BMG in December 2017. On February 11, 2019, , pursuant to a purchase agreement entered into by and between SIGO and Cicero Travel Group, Inc. (Cicero Travel) the Company issued 333,000 shares of Series C Preferred Stock, valued at $1,000,000, to Cicero Travel, in exchange for the rights to receive 33% of the net profits of Cicero Travel, 19% of the issued and outstanding shares of the common stock of Cicero Travel and the right to purchase an additional 14% of the issued and outstanding shares of the common stock of Cicero Travel. On August 19, 2019, the Company received a true up notice from Cicero Travel to issue 486,672 shares of Series C Preferred Stock to Cicero Travel valued at $593,740, pursuant to the terms of the purchase agreement signed on February 11, 2019. The Company believes the true up notice is without merit, that Cicero Travel has not met its obligations under the purchase agreement and SIGO intends to cancel the previously issued shares of Series C Preferred Stock and will not be issuing any additional shares of Series C Preferred Stock to Cicero Travel. |