| NOTE 3
|| RELATED PARTY TRANSACTIONS|
October 21, 2011(inception) the Registrant sold 5,000,000 shares of Common Stock to Accelerated Venture Partners, LLC for an aggregate
investment of $2,000.00. The Registrant sold these shares of Common Stock under the exemption from registration provided
by Section 4(2) of the Securities Act.
July 23, 2012, Sole Comfort Shoes, Inc. (Purchaser) agreed to acquire 23,350,000 shares of the Companys common
stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender
3,500,000 of their 5,000,000 shares of the Companys common stock par value $0.0001 for cancellation. Following these transactions,
Sole Comfort Shoes, Inc. owned approximately 94% of the Companys 24,850,000 issued and outstanding shares of common stock
par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and
outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Companys Board of Directors
and Onkar Dhaliwal was simultaneously appointed to the Companys Board of Directors. Such action represents a change of control
of the Company. The Purchaser used their working capital to acquire the Shares. The Purchaser did not borrow any funds to acquire
to the purchase of the shares, the Purchaser was not affiliated with the Company. However, the Purchaser will be deemed an affiliate
of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares
by the Purchaser was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any
other terms and conditions other than the sale of the shares in exchange for the cash payment. Concurrent with the sale of the
shares, the Company will file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware
in order to change its name to Sole Comfort Shoes, Inc..
July 23, 2012, the Company entered into a Consulting Services Agreement with AVP. The agreement requires AVP to provide the Company
with certain advisory services that include reviewing the Companys business plan, identifying and introducing prospective
financial and business partners, and providing general business advice regarding the Companys operations and business strategy
in consideration of (a) an option granted by the Company to AVP to purchase 1,500,000 shares of the Companys common stock
at a price of $0.0001 per share (the AVP Option) (which was immediately exercised by the holder) subject to a repurchase
option granted to the Company to repurchase the shares at a price of $0.0001 per share in the event the Company fails to complete
funding as detailed in the agreement subject to the following milestones:
Milestone 1 Companys right of repurchase will lapse
with respect to 60% of the shares upon securing $5 million in available cash from funding;
||Milestone 2 Companys right of repurchase will lapse with respect to 40% of the Shares upon securing $10 million in available cash (inclusive of any amounts attributable to Milestone 1);|
and (b) cash compensation at a rate of $33,333 per month. The payment
of the cash compensation is subject to the Companys achievement of certain designated milestones, specifically, cash compensation
of $400,000 is due consultant upon the achievement of Milestone 1, and an additional $400,000 is due upon the achievement of Milestone
2. Upon achieving each Milestone, the cash compensation is to be paid to consultant in the amount then due at the rate of $66,667
per month. The total cash compensation to be received by the consultant is not to exceed $800,000 unless the Company receives an
amount of funding in excess of the amount specified in Milestone 2. If the Company receives equity or debt financing that is an
amount less than Milestone 1, in between any of the above Milestones or greater than the above Milestones, the cash compensation
earned by the Consultant under this Agreement will be prorated according to the above Milestones. The Company also has the option
to make a lump sum payment to AVP in lieu of the monthly cash payments.
Company does not have employment contracts with its sole offer and director, who is the majority shareholder.
sole officer and director of the Company is involved in other business activities and may, in the future, become involved in additional
business opportunities that become available. A conflict may arise in selecting between the Company and other business
interests. The Company has not formulated a policy for the resolution of such conflicts.
depend on our sole officer and director, to provide the Company with the necessary funds to implement our business plan, as necessary. The
Company does not have a funding commitment or any written agreement for our future required cash needs.
Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer
and director of the Company to use at no charge.
The above amount is not necessarily
indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.