Attached files

file filename
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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