BRWC Birdie Win Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

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

 

Date of report (Date of earliest event reported): January 19, 2015

 

 

Boreal Water Collection, Inc.

(Exact name of registrant as specified in its charter)

 

 

NV	000-54776	98-0453421
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

 

 

4496 State Road 42 North, Kiamesha Lake, New York	12751
(Address of Principal Executive Officers	(Zip Code)

 

Registrant's telephone number, including area code: (845) 794-0400

 

________________________________________

(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))

 

 

Section 3 - Securities and Trading Markets

 

3.02       Unregistered Sales of Equity Securities

  

JSJ Investments Note Conversion:

 

JSJ Investments, Inc. entered into a convertible promissory note with the Company dated May 25, 2014 (“JSJ Note”). Currently, according to the JSJ’s Conversion Notice dated January 20, 2015, the principal balance of the JSJ Note is $76,256.21 with $6,016.93 in accrued interest. The JSJ Note provides for a conversion rate of a 45% discount of the average of the 3 lowest trades in the last 20 trading days prior to the conversion. The Conversion Notice converts $18,621.49 of the JSJ Note. The conversion share price is $0.001118 (45% discount of $0.00203). The total number of common shares to be issued as a result of this conversion is 16,651,113. The Conversion Notice and Board Resolution authorizing the conversion are attached as Exhibits hereto.

 

Officer Stock Matters:

 

On January 19, 2015, Mrs. Francine Lavoie, President, CEO and sole member of the Board of Directors, converted her Debt Conversion Note Agreement (“Note”) to restricted Company common shares. The Note is dated July 31, 2014 and is attached hereto as an Exhibit. The principal amount of the Note is $250,342.10, with accrued interest of $5,897.88, totaling $256,239.88. The Note was converted into 180,032,305 restricted common shares at $0.0014233 per share. Mrs. Lavoie’s Notice of Conversion and the Company’s Board of Directors Resolution, both dated January 19, 2015, are included herewith as Exhibits.

 

Mrs. 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 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.

 

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.

 

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 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.

 

Pursuant to said employment contract, on January 19, 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.

 

 

The above stock totals 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

 

A Board of Directors Consent/Resolution dated January 22, 2015 approving these stock issuances is attached hereto as an Exhibit.

 

Section 5 - Corporate Governance and Management

 

5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
5.07	Submission of Matters to a Vote of Security Holders.
5.08	Shareholder Director Nominations

 

On January 22, 2015, the shareholders of the Company nominated and re-elected Mrs. Francine Lavoie as the sole member of the Company’s Board of Directors. This was accomplished by Consent without a meeting as attached hereto as an Exhibit.

 

On January 22, 2015, subsequent to the above action approved by the shareholders, the Company’s Board of Directors, consisting of one director, Mrs. Francine Lavoie, re-appointed Mrs. Lavoie as President, CEO, CFO and Treasurer and conferred other titles for the purpose of Mrs. Lavoie’s signature on EDGAR reporting documentation. The sole board member, Mrs. Lavoie, also appointed her spouse, Mr. Krzysztof Umecki, as Vice President – Operations. These appointments were accomplished by Consent without a meeting as attached hereto as an Exhibit.

 

5.03       Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On January 20, 2015, the shareholders approved an increase in the authorized common shares of the Company from 600 million to 1.5 billion. This was accomplished through a Consent without a meeting as attached hereto as an Exhibit. On January 21, 2015, the Nevada Secretary of State accepted and filed the Company’s Certificate of Amendment to our Articles of Incorporation changing the authorized common shares from 600 million to 1.5 billion. The par value remains at .001/per share. A copy of the Certificate of Amendment is included herewith as an Exhibit.

 

 

Section 9 - Financial Statements and Exhibits

 

9.01

Financial Statements and Exhibits

 

(d)     Exhibits

 

Exhibit Number		Description
3.1		Certificate of Amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on January 21, 2015.
4.1		Shareholders’ Consent electing Mrs. Francine Lavoie as the Company’s sole member of the Board of Directors
4.3		Shareholders’ Consent authorizing an amendment to the Company’s Articles of Incorporation increasing the number of authorized common shares from 600 million to 1.5 billion shares
10.1		JSJ Investments Conversion Notice, dated January 20, 2015
10.2		Debt Conversion Note Agreement; Mrs. Lavoie, dated July 31, 2014
10.3		Notice of Debt Conversion from Mrs. Lavoie, dated January 19, 2015
99.1		Company Board Resolution of January 20, 2015 approving JSJ Investments Note Conversion to Company common stock
99.2		Board Resolution approving Note conversion, dated January 19, 2015
99.3		Board Resolution approving the issuance of restricted common stock to Mrs. Lavoie and Mr. Umecki, dated January 22, 2015
99.4		Board of Director’ Consent/Resolution appointing Mrs. Francine Lavoie and Mr. Krzysztof Umecki, husband and wife, as officers of the Company

 

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.

 

Dated: January 23, 2015

 

	Boreal Water Collection, Inc.
	By: /s/ Mrs. Francine Lavoie
	Mrs. Francine Lavoie, Principal Executive Officer, Principal Financial Officer, Controller and Sole Member of the Board of Directors

 

 

 

 

 

 

Exhibit 3.1

 

 

 

 

Exhibit 4.1

 

BOREAL WATER COLLECTION, INC.

(a Nevada Corporation)

 

ACTION OF SHAREHOLDERS WITHOUT A MEETING

 

BY WRITTEN CONSENT

 

January 22, 2015

(one page)

 

The undersigned, constituting a voting majority of the common stock shareholders of Boreal Water Collection, Inc., a Nevada Corporation (“Company”), take the following action effective this 22nd day of January, 2015:

 

Re-elect Francine Lavoie as the sole member of the Board of Directors

 

WHEREAS: The Shareholders have the responsibility to elect members of the Board of Directors; and

 

WHEREAS: The Shareholders desire to re-elect Francine Lavoie as the Company’s sole member of the Board of Directors; now, therefore, be it

 

RESOLVED: The Shareholders hereby vote to elect Francine Lavoie to serve as the sole member of the Company’s Board of Directors until such time as we vote on the matter again in accordance with Nevada law. We acknowledge and accept the conflict of interest in Mrs. Lavoie voting as a shareholder in electing herself as our sole Board member, as well as Mr. Umecki voting to elect his spouse, Mrs. Lavoie, as our sole Board member.

 

DATED: January 22, 2015. The undersigned hereby waive notice to and agree with the action authorized as aforesaid.

 

/s/ Francine Lavoie	/s/ Krzysztof Umecki
Francine Lavoie	Krzysztof Umecki
Number of Common Shares owned: 407,032,305	Number of Common Shares owned: 2,000,000
% of outstanding common shares owned: 74%	% of outstanding common shares owned:
	Less than 1%

 

/s/ Pete Wilke

Wilke, LLC; Pete Wilke Manager

 

Number of Common Shares owned: 1,538,462

% of outstanding common shares owned: less than 1%

 

 

 

 

/s/ Serge Radier

Serge Radier

 

Number of Common Shares owned: 2,000,000

% of outstanding common shares owned: less than 1%

 

 

Exhibit 4.3

 

BOREAL WATER COLLECTION, INC.

(a Nevada Corporation)

 

ACTION OF SHAREHOLDERS WITHOUT A MEETING

 

BY WRITTEN CONSENT

 

January 20, 2015

(one page)

 

The undersigned, constituting a voting majority of the common stock shareholders of Boreal Water Collection, Inc., a Nevada Corporation (“Company”), take the following action effective this 20th day of January, 2015:

 

Amend Articles of Incorporation; increase in authorized common shares to 1.5 billion.

 

WHEREAS: The Shareholders have been informed of a need to increase the number of authorized common shares to accommodate the issuance of more such shares for a variety of reasons; and

 

WHEREAS: The Shareholders, in keeping with the advice of management, believe an increase from 600 million to 1.5 billion common shares will be adequate to meet the Company’s need for the foreseeable future; now, therefore, be it

 

RESOLVED: The Shareholders hereby authorize management to submit paperwork to the Nevada Secretary of State increasing the authorized Company common shares from 600 million to 1.5 billion.

 

 

 

DATED: January 20, 2015. The undersigned hereby waive notice to and agree with the action authorized as aforesaid.

 

 

/s/ Francine Lavoie

Francine Lavoie

 

Number of Common Shares owned: 407,032,305

 

% of outstanding common shares owned: 74%

 

 

 

Exhibit 10.1

 

Conversion Notice

 

Reference is made to the Convertible Note issued by Boreal Water Collection, Inc. (the "Note"), dated May 25, 2014 in the principal amount of $76,256.21 with 12% interest. This note currently holds a principal balance of $76,256.21 and accrued interest in the amount of $6,016.93. The features of conversion stipulate a Conversion Price means a 45% discount to the average of the three (3) lowest trading prices on the previous twenty (20) trading days to the date of Conversion, pursuant to the provisions held forth in Section 2(a)(2) of the Note.

In accordance with and pursuant to the Note, the undersigned hereby elects to convert $18,621.49 of the principal and interest balance of the Note, indicated below into shares of Common Stock (the "Common Stock"), of the Company, by tendering the Note specified as of the date specified below.

Date of Conversion: January 20, 2015

Please confirm the following information:

Conversion Amount: $18,621.49

Conversion Price: $0.001118 (45% discount from $0.00203)

Number of Common Stock to be issued: 16,651,113

Current Issued/Outstanding: 339,818,635

Please issue the Common Stock into which the Note is being converted in the name of the Holder of the Note and transfer the shares electronically, where possible, to:

 

Broker Name: Halcyon Cabot Partners, Ltd. DTC#: 0052

Account Name: JSJ Investments Inc.

Account#: 49154823

 

If Issuer is not DWAC Eligible, please email joegurba@gmail.com for mailing instructions.

 

Holder Authorization:

 

JSJ Investments Inc.

6060 North Central Expressway, Suite 500 *Do not send certificates to this address

Dallas, TX 75206

888-503-2599

Tax ID: 20-2122354

/s/ Sameer Hirji

Sameer Hirji, President

 

January 20, 2015

PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note, “Upon receipt by the Company of a copy of the Conversion Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE IN ACCORDANCE WITH THE TERMS HEREIN. Within two (2) Business Days after the date of the Conversion Confirmation, the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice; should the Company be unable to transfer the shares electronically, they shall, within two (2) Business Days after the date of the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which the Holder shall be entitled.”

 

Exhibit 10.2

 

NEITHER THIS NOTE NOR THE SECURITIES THAT MAY BE ISSUED BY THE BORROWER UPON CONVERSION HEREOF (COLLECTIVELY, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (i) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, OR APPLICABLE STATE SECURITIES LAWS; OR (ii) IN THE ABSENCE OF AN OPINION OF COUNSEL, IN A FORM ACCEPTABLE TO THE ISSUER, THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT OR; (iii) UNLESS SOLD, TRANSFERRED OR ASSIGNED PURSUANT TO RULE 144 UNDER THE 1933 ACT.

 

DEBT CONVERTIBLE NOTE AGREEMENT

Maturity date of December 31, 2014

$ 250,342.10 July 31, 2014 (the "Issuance Date")

 

FOR VALUE RECEIVED, Boreal Water Collection Inc a Nevada Corporation (the "Company") doing business in Kiamesha Lake, NY hereby promises to pay to the order of Francine Lavoie, an affiliated person, or its assigns (the "Holder") the principal amount of Two Hundred and Fifty Thousand and Three Hundred and Forty Two Dollars and Ten cents ($250,342.10), on demand of the Holder (the "Maturity Date"), and to pay interest on the unpaid principal balance hereof at the rate of Five Percent (5%) per annum (the “Interest Rate”) from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Interest shall commence accruing on the Issuance Date, shall be computed on the basis of a 365-day year and the actual number of days elapsed and shall accrue quarterly

 

At any time prior to the Maturity Date, this Note shall be convertible into shares of the Company's common stock, share (the "Common Stock"), on the terms and conditions that will be negotiated at that time.

 

At any time or times on or after the Issuance Date, the Holder shall be entitled to convert the entire outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock in accordance with the negotiated Conversion Price. The Company shall not issue any fraction of a share of Common Stock upon any conversion; if such issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

 

IN WITNESS WHEREOF, the Company has caused this Note to be signed by its CEO, on and as of the Issuance Date.

 

By: /s/ Francine Lavoie

Francine Lavoie,

Chairman, CEO,

Boreal Water Collection Inc.

 

 

Exhibit 10.3

 

NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $250,342.10 principal amount of the Note (defined below) together with $5,897.88 of accrued and unpaid interest thereto, totaling $256,239.98 into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of Boreal Water Collection, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of July 31, 2014 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

[   ]	The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”).
	Name of DTC Prime Broker:
	Account Number:
[X]	The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:
	Name: Francine Lavoie
	Address: 5550 Fullum, Suite 202, Montreal, Quebec H2G 2H4 CANADA

 

Date of Conversion:	Jan 19, 2015
Applicable Conversion Price:	$0.0014233
Calculated as 30% discount to the average of the 3 lowest trades on the previous 10 trading days to the conversion (0.70 x ((0.002 + 0.002 + 0.0021)/3))
Number of Shares of Common Stock to be Issued
Pursuant to Conversion of the Notes:	180,032,305 restricted
Amount of Principal Balance Due remaining
Under the Note after this conversion:	zero
Accrued and unpaid interest remaining:	zero

 

Francine Lavoie

 

 

By: /s/ Francine Lavoie

Name: Francine Lavoie

Date: January 19, 2015

 

 

Exhibit 99.1

 

BOREAL WATER COLLECTION, INC.

 

DIRECTORS' RESOLUTION

 

11.24.2014.JSJ INVESTMENTS

 

BE IT KNOWN THAT, on the 24th day of November, 2014, at a duly constituted special meeting of the Directors of Boreal Water Collection, Inc. (“Company”), the following resolution was voted and approved upon motion duly made and seconded.

 

WHEREAS, the Company is obligated under the terms of an Debt Securities Purchase Agreement dated May 1, 2014 and

WHEREAS, the Company is agreeable to such a issuance;

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby authorizes the issuance of 14,877,058 free trading common stock shares of Boreal Water Collection Inc.

The stock certificate shall be in the name of JSJ Investments Inc. and shall be free trading shares.

 

CERTIFICATION BY SECRETARY

 

I am the Secretary of Boreal Water Collection, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Boreal Water Collection, Inc. on November 24, 2014, in accordance with the provisions of our Bylaws.

 

IN WITNESS WHEREOF, I have this 24th day of November, 2014 subscribed my name as Secretary of Boreal Water Collection, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists).

________________________________________

Secretary of Corporation

 

 

WAIVER OF NOTICE

 

The undersigned Directors of Boreal Water Collection, Inc. hereby waive notice of the special Directors’ meeting held on November 24, 2014. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts.

 

_______________________________

Director

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

BOREAL WATER COLLECTION, INC.

 

DIRECTORS' RESOLUTION

 

01.19.2015.Francine Lavoie

 

BE IT KNOWN THAT, on the 19th day of January, 2015, at a duly constituted special meeting of the Directors of Boreal Water Collection, Inc. (“Company”), the following resolution was voted and approved upon motion duly made and seconded.

WHEREAS, the Company is obligated under the terms of a Debt Conversion Note Agreement of $250,342.10 plus 5% yearly interest dated July 31, 2014 and

WHEREAS, the Company is agreeable to such a issuance;

NOW, THEREFORE, BE IT RESOLVED, the Board of Directors hereby authorizes the issuance of 180,070,260 restricted common stock shares of Boreal Water Collection Inc for the total debt of $256,239.98 at a price of $0.0014233 as per the terms of the note.

The stock certificate shall be in the name of Francine Lavoie and shall be restricted shares.

CERTIFICATION BY SECRETARY

 

I am the Secretary of Boreal Water Collection, Inc. I hereby certify that the foregoing is a true and correct copy of the Resolution adopted by the Board of Directors of Boreal Water Collection, Inc. on January 19, 2015, in accordance with the provisions of our Bylaws.

 

IN WITNESS WHEREOF, I have this 19th day of January, 2015 subscribed my name as Secretary of Boreal Water Collection, Inc. and have caused the corporate seal to be affixed hereto (if such a seal exists).

________________________________________

Secretary of Corporation

 

 

WAIVER OF NOTICE

 

The undersigned Directors of Boreal Water Collection, Inc. hereby waive notice of the special Directors’ meeting held on January 19, 2015. We consent to all actions taken in the meeting. Faxed and electronic signatures are as valid as original signatures hereupon, and may be signed in counterparts.

 

_______________________________

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

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

 

 

 

 

 

 

 

 

 

Exhibit 99.4

 

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

(one page)

 

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:

 

Appoint Francine Lavoie and Krzysztof Umecki as Corporate Officers

 

WHEREAS: The Board of Directors has the responsibility to appoint officers of the Company; and

 

WHEREAS: Francine Lavoie, as our sole member of the Board of Directors desires to appoint herself as well as her spouse, Krzysztof Umecki, as officers of the Company; now, therefore, be it

 

RESOLVED: The sole member of the Board of Directors hereby appoints Francine Lavoie to serve as President, Chief Executive Officer, Chief Financial Officer and Treasurer and Krzysztof Umecki to serve as Vice President – Operations until such time as the Board votes on the matter again in accordance with Nevada law. Mrs. Lavoie is authorized to include Principal Executive Officer, Principal Financial Officer and Controller as officer positions when signing EDGAR reporting documents, and for other purposes, on behalf of the Company. I, Francine Lavoie, acknowledge and accept the conflict of interest in me voting as a Director in appointing myself as officers of the Company, as well as appointing my husband, Mr. Umecki, as an officer.

 

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