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
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