LSEB LSEB Creative Corporation (QB)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 17, 2024

 

LSEB CREATIVE CORP.

 (Exact name of registrant as specified in its charter)

 

Wyoming		333-260873		83-4415385
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

30 N. Gould St. #4000 Sheridan, WY 82801

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: 800-701-8561

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 1.01

Entry into Material Definitive Agreement

 

On October 17, 2024, LSEB Creative Corp. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with Beyond Media Group LLC., a corporation existing under the laws of the State of Wyoming (“Beyond Media”) to provide marketing and advertising services to communicate information about the Company and the Lauren Bentley Swimwear brand to the financial community including but not limited to, creating company profiles, media distribution, and building a digital community with respect to the Company.

 

Pursuant to the Consulting Agreement, the Company agrees to compensate Beyond Media up to $250,000 with periodic payments over a period of three (3) months, unless otherwise extended by mutual agreement of the parties, commencing October 17, 2024. The Company has paid a fee of approximately $15,000 as of the date of this release for the services to Beyond Media, and additional funds are expected to be paid as necessary. 

 

The Company has the right to terminate the Consulting Agreement at any time with or without cause, at which point the Company will not be entitled to a return of any paid compensation. Beyond Media will rely solely on the Company’s previously disclosed public information such as all SEC filings, Company’s press releases, and the Company’s corporate web-site including resource materials.

 

As of the date hereof, to the best of the Company’s knowledge, Beyond Media (including its directors and officers) does not own any securities of the Company and has an arm’s length relationship with the Company. The Company will not issue any securities to Beyond Media as compensation for its services.

 

The foregoing information is a summary of the Consulting Agreement described above, is not complete, and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached as an exhibit to this Current Report on Form 8-K. Readers should review the Consulting Agreement for a complete understanding of the terms and conditions of the transaction described above.

 

The below risk factor relates to such Consulting Agreement of the Company.

 

 

MARKETING ACTIVITIES, NOMINAL “FLOAT” AND SUPPLY AND DEMAND FACTORS MAY AFFECT THE PRICE OF OUR STOCK.

 

We expect to utilize various techniques such as non-deal road shows and investor relations campaigns in order to create investor awareness for the Company. These campaigns may include personal, video and telephone conferences with investors and prospective investors in which our business practices are described. We may provide compensation to investor relations firms and pay for newsletters, websites, mailings and email campaigns that are produced by third-parties based upon publicly-available information concerning the Company. We will not be responsible for the content of analyst reports and other writings and communications by investor relations firms not authored by the Company or from publicly available information. We do not intend to review or approve the content of such analysts’ reports or other materials based upon analysts’ own research or methods. Investor relations firms should generally disclose when they are compensated for their efforts, but whether such disclosure is made or complete is not under our control. In addition, investors in the Company may be willing, from time to time, to encourage investor awareness through similar activities. Investor awareness activities may also be suspended or discontinued which may impact the trading market our common stock.

The SEC and OTC Markets Group Inc. (“OTC Markets”) enforce various statutes and regulations intended to prevent manipulative or deceptive devices in connection with the purchase or sale of any security and carefully scrutinize trading patterns and company news and other communications for false or misleading information, particularly in cases where the hallmarks of “pump and dump” activities may exist, such as rapid share price increases or decreases. The Supreme Court has stated that manipulative action is a term of art connoting intentional or willful conduct designed to deceive or defraud investors by controlling or artificially affecting the price of securities. Often times, manipulation is associated by regulators with forces that upset the supply and demand factors that would normally determine trading prices. Securities regulators have often cited thinly-traded markets, small numbers of holders, and awareness campaigns as components of their claims of price manipulation and other violations of law when combined with manipulative trading, such as wash sales, matched orders or other manipulative trading timed to coincide with false or touting press releases. There can be no assurance that the Company’s or third-parties’ activities, or the small number of potential sellers or small percentage of stock in the “float,” or determinations by purchasers or holders as to when or under what circumstances or at what prices they may be willing to buy or sell stock will not artificially impact (or would be claimed by regulators to have affected) the normal supply and demand factors that determine the price of the stock.

 

The foregoing description of the terms of the Consulting Agreement are qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which is incorporated by reference herein.

 

Item 7.01 Regulation FD Disclosure.

 

On October 23, 2024, the Company issued a press release regarding the execution of the Consulting Agreement with Beyond Media. A copy of the press release issued by the Company is attached as Exhibits 99.1 to this Current Report on Form 8-K, which is incorporated by reference solely for purpose of this Item 7.01 disclosure.

 

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

 

The information set forth under this Item 7.01, including Exhibit 99.1 is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit Number		Description
10.1		Consulting Agreement with Beyond Media Group LLC dated October 17, 2024
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LSEB CREATIVE CORP.
Date: October 23, 2024	By:	/s/ Lauren Bentley
		Lauren Bentley

 

 

 

Exhibit 10.1

 

CONSULTING AGREEMENT

 

Beyond Media Group LLC (the “Consultant” or “Beyond Media”) is pleased to provide certain consulting services to LSEB CREATIVE CORP. (OTC:LESB) (“you,” the “Client” or the “Company”) as more fully described in this Agreement (the Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.

1.

Consulting Services.

(a)

Commencing on October 17, 2024, Consultant will provide marketing and advertising services (“Advertising” or “Services”) to communicate information about the Company (trading symbol: “LESB”) and the Lauren Bentley Swimwear brand to the financial community including, but not limited to, creating company profiles, media distribution and building a digital community with respect to the Company,

(b)

Consultant does not make any representation about the response, if any, to the public release of Advertising for the Company.

(c)

Client acknowledges that the Consultant carries no professional licenses. Consultant will not participate in discussions or negotiations with potential investors. Consultant will not solicit orders, make recommendations or give investment advice. Consultant will not affect transactions of securities for potential investors or anyone else. Consultant and Client agree that Consultant is not being engaged for, and is not permitted to engage in, activities that would give rise to Consultant being required to register federally or in any state or other jurisdiction as a broker or an investment advisor. If a financial intermediary expresses interest in the Company to Consultant, Consultant will refer the intermediary to the Company. In providing services under the Agreement, Consultant agrees to comply in all materials respects with all applicable U.S. securities laws. The Client acknowledges and agrees that (a) it and its affiliates each have relied and will continue to rely on the advice of its own legal, regulatory, and securities law advisors for all matters and (b) neither the Client nor any of its affiliates has received, or has relied upon, the advice of Consultant or any of its affiliates regarding legal, regulatory, or securities law matters.

(d)

The Services of the Consultant shall not be exclusive to the Client, and the Client acknowledges that Consultant will be performing similar Services for other clients and Consultant shall be free to perform Services for such other persons.

 

2.  Independent Contractor. Client and Contractor agree that Contractor shall perform its duties under this Agreement as an independent contractor. Nothing contained herein shall be considered as creating a relationship of agent-principal, employer-employee or joint venture partners between the Consultant and either the Client or the Company.

  

 

3.

Compensation.

	(a)	As consideration for the performance of the Services hereunder, upon the date of the execution and delivery of this Agreement, the Client shall pay to the Consultant the sum of up to $250,000 in cash via Bank Wire Transfer for providing the Services for a Three Month term starting on the commencing date. Such consideration shall be deemed earned in full upon receipt.

(b)

Unless otherwise provided in this Agreement, all other services, including out-of scope assignments, rendered by Consultant shall be subject to additional compensation under a separate agreement between Consultant and Company. Consultant shall be responsible for all out-of-pocket expenses incurred or paid in connection with its performance of the Services hereunder.

4.

Term and Termination.

(a)

The term of this Agreement shall commence on the start date and continue for a period of Three Months (the “Term”) unless otherwise extended by mutual agreement of the parties (the “Extended Term”). This Agreement may be terminated, with or without cause, by either Client or Consultant at any time by written notice to the other Party. If the Agreement is terminated by Client during the Term for any reason, Client will not be entitled to return of any of the compensation. If the Client files for bankruptcy, becomes insolvent or is in material breach of this Agreement (“Cause”), Consultant may terminate the Agreement and Client will not be entitled to the return of any of the compensation.

(b)

In the event the Client elects to purchase and the Consultant agrees to supply additional Services during the Term or the Extended Term of this Agreement, the terms and condition of this Agreement will apply to such additional Services.

 

(c)

This Agreement is for a total value of up to Two Hundred and Fifty Thousand Dollars ($250,000). Payments made by the Client to the Service Provider are non-refundable. In the event of cancellation by the Client for any reason, the Client is obligated to pay only for the portion of services rendered up to the point of cancellation, any amount that was already paid will be considered deemed earned in full. Any remaining unpaid balance of the total contract value shall be waived, and the Consultant shall have no further financial claims against the Client.

5.

Information.

(a)

In connection with Consultant’s performance of its Services, Consultant will rely on the Company’s press releases and the Company’s most recent reports, if any, filed with the Securities and Exchange Commission (collectively, the “Company Information”). In this regard, Company agrees to make all filings required by the exchange act and all other applicable laws, in each case on a timely basis in accordance with such laws. Client hereby grants to Consultant the right to use the name and service marks of Company in its Services. Company will be entitled to require that certain or all materials created by Consultant in performing its Services be submitted to Company for its review and approval, such approval not to be unreasonably withheld, conditioned or delayed.

 

 

(b)

The Client hereby acknowledges and agrees that, in performing its Services hereunder, Consultant will be using and relying on the Company Information without independent verification thereof. Consultant will also be under no obligation to determine whether there have been, or to investigate any changes in, such information. Consultant will be entitled to submit any materials created by Consultant to Company for its review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Client represents and warrants that that the Company Information and all information provided by Company or its affiliate or representatives to Consultant shall, at the time provided, not contain any untrue statement or material fact or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading.

(c)

The Client, by its authorization or approval of the Advertisement, represents and warrants to Consultant that, to its knowledge, the Advertisement is complete and correct in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. The Client agrees to promptly notify Consultant upon the occurrence of any material adverse change in the business or affairs of the Company or upon the occurrence of any event which causes Client to believe that the Advertisement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

6.

Securities Laws. The Client represents and warrants that the Company Information and all information provided by the Company or its affiliate or representatives complies in all respects with the U.S. federal and applicable state securities laws, and are not and will not be or constitute a part of any activity that is or may be deemed to be illegal under the U.S. federal or applicable state securities laws, including, without limitation, being a part of any illegal offering, illegal pump-and-dump, illegal scalping, illegal touting schemes, or an effort to assist with a violation of any court order including, but not limited to, any order banning or limiting a person’s involvement in the securities markets.

7.

Work Product. All information and materials produced for the Client shall be the property of the Consultant, free and clear of all claims thereto by the Client, and the Client shall have no claim of authorship therein. Consultant shall retain all right, title, and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, course, code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by or for Consultant’s databases.

8.

Confidentiality. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the termination date.

 

 

9.

Non-Public Material Information. Consultant acknowledges that in order to prepare appropriate Advertising in a timely manner it may be made aware of price sensitive or confidential information that has not been publicly disclosed yet. Consultant confirms that it is fully aware of its obligations in relation to such information and will ensure that the confidentiality of such information is maintained at all times and that it, and its employees and contractors, are all fully aware of and comply with, all appropriate securities laws and regulations in relation to insider trading and related matters.

10.

Limitation of Liability. Consultant shall not be liable to client or any other person for any damages in connection with the provision of services under the agreement, whether because of Consultant’s negligence or otherwise, and regardless of the form of action, except in the event of Consultant’s deliberate fault or gross negligence. Nevertheless, regardless of the form of action, whether in contract, tort or otherwise, Consultant shall not be liable to Client for any lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, nor shall Consultant’s aggregate liability for any other damages arising out of this agreement exceed the compensation paid by Company to Consultant.

11.

Indemnification. Client shall indemnify and hold Consultant harmless from and against any and all actions, claims, investigations (including but not limited to any formal or informal investigations brought by any state or federal regulator and any subpoenas or requests for documents issued in connection therewith), liabilities, losses, or damages arising from the preparation, presentation or dissemination of any Advertising covered by this Agreement including, but limited to, the costs of defense and attorneys’ fees. You will also indemnify Consultant from and against all losses, expenses (including costs and attorneys’ fees) and all manner of actions, claims and judgments sustained by or made against Consultant in connection with your use or misuse of the Service, any medium used with the Service, violation of this Agreement, or based upon any alleged violation of any statute, ordinance, code, or regulation.

12.

Notices. Any notice or other communication required or permitted to be given to either party hereunder shall be in writing and shall be given to such party at such party’s address set forth below or such other address as such party may hereafter specify by notice in writing to the other party. Any such notice or other communication shall be addressed as aforesaid and given by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand delivery, or (c) via electronic communication (i.e., e-mail) or reputable overnight courier. Any notice or other communication will be deemed to have been duly given (i) on the fifth (5) day after mailing, provided receipt of delivery is confirmed, if mailed by certified mail, return receipt requested, with first class postage prepaid, (ii) on the date of Service if served personally or (iii) on the business day after delivery to an overnight courier service or by sending of an electronic communication, provided the notifying party specifies next day delivery and receipt of delivery has been confirmed:

If to the Client:

 

Email: info@lsebcreative.com

 

If to Consultant:

 

 

Beyond Media Group LLC

2212 NW 91st Street Miami, FL 33147 E-mail: [michael@beyondmedia.ky]

 

 

13.

Waiver of Breach. Any waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by any party.

14.

Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party, which will not be delayed or withheld unreasonably; provided that the Client shall not be required to consent to any assignment by Consultant of its cash and compensation payable pursuant to this Agreement. Any assignment without such consent, when required, shall have no legal validity; subject to the foregoing, this Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns.

15.

Governing Law and Jurisdiction. This Agreement shall be governed and construed under New Jersey law. The parties’ consent to the exclusive jurisdiction of the federal and state courts located in New Jersey, to hear and determine any dispute that may arise under this Agreement.

16.

Entire Agreement. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof and supersedes any prior proposals, understandings, agreements or representations by or between the parties, written or oral.

17.

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held by any court of competent jurisdiction to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

18.

Waiver and Modification. Any waiver, alteration, or modification of any of the provisions of this Agreement shall be valid only if made in writing through an amendment of this Agreement and signed by the parties hereto.

19.

Acceptance. Please confirm that the foregoing is in accordance with the Company’s understanding by signing and returning this Agreement, which will thereupon constitute a binding Agreement between the Company and Beyond Media Group LLC as of October 17, 2024. The undersigned officers of Beyond Media Group LLC and the Company represent that they have the authority to bind Beyond Media and the Company, respectively. This Agreement may be executed in counterparts and with electronic or facsimile signatures.

 

 

Beyond Media Group LLC

 

 

Print Name: Michael Kahiri

 

/s/ Michael Kahiri 

 

 

 

LSEB Creative Corp.

 

Print Name: Lauren Bentley

 

Position: CEO

 

/s/ Lauren Bentley 

 

 

 

Exhibit 99.1

 

LSEB Creative Corp. Launches Marketing Awareness Campaign

 

TORONTO, ON / ACCESSWIRE / October 23, 2024 / LSEB Creative Corp. (OTC PINK: LSEB) (the "Company"), a visionary new entrant in the fashion sector, is pleased to announce the Company has launched a marketing awareness campaign. As part of an ongoing effort to promote the Company and the Lauren Bentley Swimwear brand, the Company has entered into a Consulting Agreement with Beyond Media Group LLC (“Beyond Media”) to provide marketing and advertising services to communicate information about the Company and the Lauren Bentley Swimwear brand to the financial community.

 

Pursuant to the Consulting Agreement, the Company agrees to compensate Beyond Media up to $250,000 with periodic payments over a period of three (3) months, unless otherwise extended by mutual agreement of the parties, commencing October 17, 2024. The Company has paid a fee of approximately $15,000 as of the date of this release for the services to Beyond Media, and additional funds are expected to be paid as necessary. 

 

The Company has the right to terminate the Consulting Agreement at any time with or without cause, at which point the Company will not be entitled to a return of any paid compensation. Beyond Media will rely solely on the Company’s previously disclosed public information such as all SEC filings, Company’s press releases, and the Company’s corporate website including resource materials.

 

As of the date hereof, to the best of the Company’s knowledge, Beyond Media (including its directors and officers) does not own any securities of the Company and has an arm’s length relationship with the Company. The Company will not issue any securities to Beyond Media as compensation for its services.

 

The Company acknowledges the need to enhance its marketing initiatives to drive greater awareness among potential investors. Through strategic outreach, the Company aims to significantly enhance its corporate visibility while strengthening brand recognition for Lauren Bentley Swimwear within the luxury swimwear market. With a focus on building sustained brand equity, Beyond Media will leverage comprehensive marketing strategies, including but not limited to, creating company profiles, media distribution, and building a digital community with respect to the Company. These initiatives are designed to support the Company’s long-term growth and market presence.

 

About LSEB Creative Corp.

LSEB Creative Corp (OTC PINK: LSEB) is a visionary new entrant in the fashion sector, dedicated to crafting timeless elegance and offering impeccable craftsmanship through its flagship brand, Lauren Bentley Swimwear. The Company sets the standard for sophistication and innovation in swimwear fashion, with a commitment to excellence and creativity.

 

 

Certain statements in this document that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of LSEB Creative Corp. to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to: (i) the Company's ability to obtain sufficient capital or a strategic business arrangement to fund its current operational or expansion plans; (ii) the Company's ability to build and maintain the management and human resources and infrastructure necessary to support the anticipated growth of its business; and (iii) competitive factors and developments beyond the Company's control.

 

For more information, please contact:

LSEB Creative Corp.

Lauren Bentley, CEO

info@lsebcreative.com

laurenbentleyswim.com

Instagram: @laurenbentleyswim

 

 

v3.24.3

Cover	Oct. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 17, 2024
Entity File Number	333-260873
Entity Registrant Name	LSEB CREATIVE CORP.
Entity Central Index Key	0001888740
Entity Tax Identification Number	83-4415385
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	30 N. Gould St.
Entity Address, Address Line Two	#4000
Entity Address, City or Town	Sheridan
Entity Address, State or Province	WY
Entity Address, Postal Zip Code	82801
City Area Code	800
Local Phone Number	701-8561
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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