Form 8-K - Current report
12 Juli 2023 - 8:08PM
Edgar (US Regulatory)
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2023-07-10
2023-07-10
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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) July 10, 2023
METAVESCO,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
811-08387 |
|
54-1694665 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
410
Peachtree Pkwy, Suite 4245 |
|
|
Cumming,
GA |
|
30041 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (678) 341-5898
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A
|
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Restore
Franchise Group, LLC, Loan Agreement
On
July 10, 2023, Metavesco, Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Restore
Franchise Group, LLC (the “Lender”), a limited liability company, duly
organized, in good standing and existing under the laws of
the state of Georgia. The Lender is wholly owned by Ryan Schadel, the Chief Executive Officer, sole director and majority stockholder
of the Company.
According
to the terms of the Loan Agreement, (i) the Lender promises to loan thirty thousand dollars USD ($30,000) to the Company and the Company
promises to repay this principal amount to the Lender, with interest payable on the unpaid principal at the rate of 3% per annum, compounded
yearly; (ii) the thirty thousand dollars USD ($30,000) will be repaid in full within 1 year from the execution of the Loan Agreement,
or July 10, 2024; (iii) in the event the Company defaults on the performance its obligations under the Loan Agreement, the Lender may
declare the principal amount then owed under Loan Agreement at the time of default to be immediately due and payable; (iv) the Loan Agreement
is governed by the laws of the State of Nevada; (iiv) all costs, expenses and expenditures including, and without limitation, the complete
legal costs incurred for the enforcement of the Loan Agreement as a result of any default by the Company, shall be added to the principal
then outstanding and will immediately be paid by the Company.
The
foregoing descriptions of the Loan Agreement do not purport to be complete and are qualified in its entirety by reference to the full
text of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1, and to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Loan Agreement is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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 thereunto duly authorized.
Date:
July 12, 2023 |
METAVESCO,
INC. |
|
|
|
|
By: |
/s/
Ryan Schadel |
|
|
RYAN
SCHADEL |
|
|
Chief Executive
Officer Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting
Officer) |
Exhibit
10.1
LOAN
AGREEMENT
THIS
LOAN AGREEMENT ( the “Agreement”) dated this 10th day of July, 2023
BETWEEN:
Restore
Franchise Group, LLC, a Georgia LLC owned by Ryan Schadel (the “Lender”)
And
Metavesco,
Inc., a Nevada Corporation located at 410 Peachtree Pkwy, Suite 4245, Cumming, GA 30041 (the “Corporation”)
BACKGROUND:
| A. | The
Corporation is duly incorporated in the State of Nevada. |
| | |
| B. | The
Lender is owned by the Corporation’s CEO and agrees to loan certain monies (the “Loan”)
to the Corporation. |
IN
CONSIDERATION OF the Lender providing the Loan to the Corporation, and the Corporation repaying the Loan to Lender, both parties
agree to keep, perform, and fulfill the promises, conditions and agreements below:
Loan
Amount & Interest
| 1. | The
Lender promises to loan thirty thousand dollars USD ($30,000) to the Corporation and the
Corporation promises to repay this principal amount to the Lender, at such address as may
be provided in writing, with interest payable on the unpaid principal at the rate of 3% per
annum, compounded yearly. |
Payment
| 2. | The
Loan will be repaid in full within 1 year from the execution of this Agreement. |
Default
| 3. | Notwithstanding
anything to the contrary in this Agreement, if the Corporation defaults in the performance
of any obligation under this Agreement, then the Lender may declare the principal amount
owing under this Agreement at that time to be immediately due and payable. |
Governing
Law
| 4. | This
Agreement is governed by the laws of the State of Nevada. |
Costs
| 5. | All
costs, expenses and expenditures including, and without limitation, the complete legal costs
incurred by enforcing this Agreement as a result of any default by the Corporation, will
be added to the principal then outstanding and will immediately be paid by the Corporation. |
Assignment
| 6. | This
Agreement will pass to the benefit of and be binding upon the respective heirs, executors,
administrators, successors and assigns of the Corporation. The Corporation waives presentment
for payment, notice of non-payment, protest, and notice of protest. |
Amendments
| 7. | This
Agreement may only be amended or modified by written instrument executed by both the Corporation
and Lender. |
Severability
| 8. | The
clauses and paragraphs contained in this Agreement are intended to be read and construed
independently of each other. If any part of this Agreement is held to be invalid, this invalidity
will not affect the operation of any other part of this Agreement. |
Entire
Agreement
| 9. | This
Agreement constitutes the entire agreement between the parties and there are no further items
or provisions, either oral or otherwise. |
Metavesco,
Inc.
/s/
Ryan Schadel - President and CEO
Restore
Franchise Group, LLC
/s/
Ryan Schadel – Managing Member
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