Item 1.01 Entry into a Material Definitive Agreement.
Effective as of September 1, 2021, the board of directors ratified and approved
a Consulting Agreement between the registrant and Lang Financial Services, Inc.
("LFSI") (the "Consulting Agreement") for accounting and CFO-related Advisory
Services. The initial Scope of Services focuses on restoring the Company's SEC
financial reporting deficiencies.
Mr. Lang, age 63, has over 35 years of CFO-related restructuring, financial
consulting, reverse merger, capital structuring, financial process and SEC
financial reporting experience. Mr. Lang has been the principal of LFSI, a
private management and accounting consulting firm, since 1993. From July 2017 to
June 2018, Mr. Lang was the CFO of ORhub, Inc. (OTC:ORHB). From 1995 and July
2017, Mr. Lang was the CFO, Secretary and a director of Aztoré Capital Corp. and
its predecessor, Aztoré Holdings, Inc. Pursuant to Advisory Agreements with
LFSI, Mr. Lang is currently CFO of Farmhouse, Inc. (OTC:FMHS), since February
2021, and CFO and Secretary of House of Jane Inc. (OTC:HOJI), since February
2019. Mr. Lang started his career with Price Waterhouse (now PWC) in
Minneapolis, Minnesota and obtained a BA Degree in Accounting from the
University of Northern Iowa.
Pursuant to the Consulting Agreement, the registrant agreed to pay Mr. Lang a
rate of $185 per hour; ½ of the hourly rate will be paid in cash and ½ of the
hourly rate will be deferred until the registrant successfully raises $1,000,000
in funding; and will reimburse LFSI for usual and customary business expenses.
In addition, the registrant issued LFSI 2,000,000 shares of restricted common
stock, valued at $.04 per share, the closing price of the registrant's common
stock on September 1, 2021 on the OTC Pink market. The Consulting Agreement is
for a term of one year and may be extended by the parties. Mr. Lang is assisting
the registrant until such time as the registrant has identified an individual to
serve as a full-time Chief Financial Officer.
There are no arrangements or understanding between Mr. Lang and any of the
registrant's officers or directors and any other person pursuant to which he was
engaged. There are no family relationships between Mr. Lang and any of the
registrant's officers or directors and Mr. Lang has not entered into any
transactions with any of the registrant's officers or directors requiring
disclosure under Item 404(a) of Regulation S-K,
The foregoing description of the Consulting Agreement contained herein does not
purport to be complete and is qualified in its entirety by reference thereto,
which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
As described in greater detail above in Item 1.01, which information is
incorporated by reference into this Item 3.02 in its entirety, pursuant to the
Consulting Agreement we agreed to issue LFSI 2.0 million shares of common stock.
Such issuance was exempt from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), since (i) the
foregoing issuance will not involve a public offering, (ii) the recipient is (x)
an "accredited investor"; and/or ( ) had access to similar documentation and
information as would be required in a Registration Statement under the
Securities Act; and (iii) is not in a position to require the protections
afforded by registration of the issuance under the Securities Act. The
securities will be subject to transfer restrictions, and the
certificates/book-entry
1
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notations evidencing the securities will contain an appropriate legend stating
that such securities have not been registered under the Securities Act and may
not be offered or sold absent registration or pursuant to an exemption
therefrom.
Item 7.01 Regulation FD Disclosure.
On September 1, 2021, the registrant issued a press release announcing the
engagement of Lang Financial Services, Inc. for accounting and CFO-related
Advisory Services. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference herein. The
information in the press release shall not be deemed "filed" for any purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this Current Report on Form 8-K.
Exhibit Description
Number
10.01 Consulting Agreement by and between the registrant and Lang Financial
Services, Inc. dated September 1, 2021
99.01 Press Release dated September 3, 2021© Edgar Online, source Glimpses
GLOBAL BOATWORKS HOLDINGS, INC. 
