Attached files
file | filename |
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8-K - CURRENT REPORT ON FORM 8-K - Boreal Water Collection Inc. | boreal_8k.htm |
EX-99.1 - COMPANY BOARD RESOLUTION - Boreal Water Collection Inc. | boreal_8k-ex9901.htm |
EX-10.2 - DEBT CONVERSION NOTE AGREEMENT - Boreal Water Collection Inc. | boreal_8k-ex1002.htm |
EX-10.3 - NOTICE OF CONVERSION - Boreal Water Collection Inc. | boreal_8k-ex1003.htm |
EX-4.1 - SHAREHOLDERS' CONSENT - Boreal Water Collection Inc. | boreal_8k-ex0401.htm |
EX-3.1 - CERTIFICATE OF AMENDMENT - Boreal Water Collection Inc. | boreal_8k-ex0301.htm |
EX-99.2 - BOARD RESOLUTION - Boreal Water Collection Inc. | boreal_8k-ex9902.htm |
EX-4.3 - SHAREHOLDERS' CONSENT - Boreal Water Collection Inc. | boreal_8k-ex0403.htm |
EX-10.1 - JSJ INVESTMENTS CONVERSION NOTICE - Boreal Water Collection Inc. | boreal_8k-ex1001.htm |
EX-99.4 - BOARD OF DIRECTOR' CONSENT/RESOLUTION - Boreal Water Collection Inc. | boreal_8k-ex9904.htm |
Exhibit 99.3
BOREAL WATER COLLECTION, INC.
(a Nevada Corporation)
ACTION OF THE SOLE MEMBER OF OUR BOARD OF DIRECTORS WITHOUT A MEETING
BY WRITTEN CONSENT
January 22, 2015
(two pages + Exhibit “A”)
The undersigned, as the sole member of the Board of Directors of Boreal Water Collection, Inc., a Nevada Corporation (“Company”), takes the following action effective this 22nd day of January, 2015:
Authorize Restricted Common Share Issuances to Francine Lavoie and Krzysztof Umecki (Per Employment Contract Provisions)
WHEREAS: Mrs. Francine Lavoie is currently serving a 3 year term as CEO and President of the Company. The contract expires after September 23, 2015. The contract is expressly not “at will.” She is to receive 3 million shares of restricted common stock per year of the contract. Her salary is $120,000 per year. However, if the Company does not pay her salary, or all of it, Mrs. Lavoie can take the an equivalent value in restricted common stock, calculated at a 30% discount of the average of the 3 lowest trades during the previous 10 trading days prior to the date of conversion. And;
WHEREAS: Pursuant to said employment contract, and because the Company has not paid any portion of the cash salary to her, Mrs. Lavoie has elected to receive 203,566,444 restricted common shares as compensation from September 24, 2012 through January 22, 2015. And;
WHEREAS: Mr. Krzysztof Umecki is currently serving a 3 year term as Vice-President – Operations of the Company. The contract expires after September 23, 2015. The contract is expressly not “at will.” He is to receive 1 million shares of restricted common stock per year of the contract. His salary is $60,000 per year. However, if the Company does not pay his salary, or all of it, Mr. Umecki can take the an equivalent value in restricted common stock, calculated at a 30% discount of the average of the 3 lowest trades during the previous 10 trading days prior to the date of conversion. And;
WHEREAS: Pursuant to said employment contract, on January 22, 2015, Mr. Umecki (Mrs. Lavoie’s spouse), and further because the Company has not paid any portion of the cash salary to him, has elected to receive 100,617,468 restricted common shares as compensation from September 24, 2012 through January 22, 2015. And;
WHEREAS: The above stock totals payable to Mrs. Lavoie and Mr. Umecki were calculated in the manner as presented in the attached table, Exhibit “A” hereto: Now, Therefore Be It
RESOLVED: The sole member of the Board of Directors, Francine Lavoie, approves of the stock compensation to herself and Mr. Umecki as contained in this Board of Directors Resolution. I, Francine Lavoie, acknowledge and accept the conflict of interest in me voting as a Director in approving the stock compensation to the officers of the Company; e.g. common shares to myself as well as to my spouse, Krzysztof Umecki.
DATED: January 22, 2015. The undersigned hereby waives notice to and agrees with the actions authorized as aforesaid.
/s/ Francine Lavoie
Francine Lavoie
Sole Member of the Board of Directors
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Exhibit “A” to Board Resolution
The above stock totals in the Board Resolution payable to Mrs. Lavoie and Mr. Umecki were calculated in the manner as presented in the following table:
Days | Salary CEO | Salary VP op. | Stock Bonus | Stock Bonus | |
worked | F. Lavoie | K. Umecki | F. Lavoie | K. Umecki | |
Sept 24/2012 to Dec 31/2012 | 99 | $ 32,547.94 | $ 16,273.97 | 975,699 | 271,233 |
Jan 1/2013 to Dec 31/2013 | 365 | $ 120,000.00 | $ 60,000.00 | 3,000,000 | 1,000,000 |
Jan 1/2014 to Dec 31/2014 | 365 | $ 120,000.00 | $ 60,000.00 | 3,000,000 | 1,000,000 |
Jan 1/2015 to Jan 22/2015 | 22 | $ 7,232.88 | $ 3,616.44 | 18,821 | 60,273 |
$ 279,780.82 | $ 139,890.41 | 6,994,520 | 2,331,506 |
Conversion rate: 70% ( ($.002 + $.002 +$.0021) / 3) = $0.0014233
For Mrs. Lavoie: $279,780.82 / $0.0014233 = 196,571924 shares plus stock bonus 6,994,520 = 203,566,444 shares
For Mr. Umecki: $139,890.41 / $0.0014233 =98,285,962 shares plus stock bonus 2,331,506 = 100,617,468 shares
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