Item 1.01 Entry into a Material Definitive Agreement.

Effective as of December 10, 2020, we entered into a business services agreement with Business Instincts Group Inc. ("BIG"), whereby we retained the services of BIG to provide various business and product development services.

The term of the business services agreement, the services to be provided by BIG under the business services agreement and the amounts to be paid to BIG for providing the services under the business services agreement (the "Fees") will be set out separately in the future as separate schedules to the business services agreement.

We and BIG have agreed that the Fees be calculated based on new business services agreements we sign with our customers and such Fees will not be more than eighty percent of the fees that we charge our customers. We expect that the Fees will be eighty percent of the fees that we charge our customers for most of our customers. Under the business services agreement, the Fees are to be calculated only on the revenue earned and collected by us from our customers that relates to monthly services fee and product development fees and the Fees will not be calculated on any revenues earned and collected by us from our customers that are based on transaction processing fees or any revenue earned in the form of equity or joint venture or profit-sharing arrangements in our customer's company.

Under the business services agreement, we are responsible for paying specific disbursements charged by third parties to BIG relating to the business services agreement, including graphic design, creative, legal and other advisory fees. We have also agreed to reimburse BIG for any out-of-pocket expenses incurred by BIG in connection with the business services agreement and carrying out the services once we collect these out-of-pocket expenses from our customers. Any out-of-pocket expenses and disbursements to be charged by third parties must be pre-approved by us.

Our chairman and director, Cameron Chell, is a director, officer and an indirect shareholder of BIG.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 7, 2020, we held our annual general and special meeting of stockholders. At the meeting, our stockholders:





  1. elected James P. Geiskopf, Cameron Chell, Michael Blum, Edmund C. Moy and
     James Carter as the directors of our company;

  2. ratified the appointment of Haynie & Company, Certified Public Accountants as
     our independent registered public accounting firm;

  3. approved an increase in the number of shares of common stock issuable
     pursuant to our company's 2017 Equity Incentive Plan from 4,174,904 to the
     number equal to 20% of the issued and outstanding shares of our common stock
     as at October 27, 2020, which our company anticipates to be 6,985,207, or
     such other number of shares of common stock as may be permitted by the TSX
     Venture Exchange; and

  4. voted on an amendment to our company's articles of incorporation to increase
     the number of authorized shares of common stock from 75,000,000 to
     200,000,000.

The final voting results for each of the proposals submitted to a vote of our stockholders are set forth below.

Proposal 1. Election of directors:





                               For           Against      Abstain      Broker Non-Votes
      James P. Geiskopff     10,985,738             0       18,000               993,798
      Cameron Chell          10,975,738             0       28,000               993,798
      Michael Blum           10,985,738             0       18,000               993,798
      Edmund C. Moy          10,985,738             0       18,000               993,798
      James Carter           11,003,738             0            0               993,798

Proposal 2. To ratify the appointment of Haynie & Company, Certified Public Accountants as our independent registered public accounting firm:





                  For           Against       Abstain       Broker Non-Votes
                11,997,536             0             0                      0

Proposal 3 To approve an an increase in the number of shares of common stock issuable pursuant to our company's 2017 Equity Incentive Plan from 4,174,904 to the number equal to 20% of the issued and outstanding shares of our common stock as at October 27, 2020, which our company anticipates to be 6,985,207, or such other number of shares of common stock as may be permitted by the TSX Venture Exchange:





                   For          Against       Abstain      Broker Non-Votes
                 10,988,237       15,501             0               993,798

Proposal 4 To approve an amendment to our company's articles of incorporation to increase the number of authorized shares of common stock from 75,000,000 to 200,000,000:





                   For          Against       Abstain      Broker Non-Votes
                 10,968,637       35,101             0               993,798

This proposal required the affirmative vote of 17,463,017 shares to approve the proposal. As a result, the proposal to approve the amendment to our company's articles of incorporation to increase the number of authorized shares of common stock from 75,000,000 to 200,000,000 was not approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Business Services Agreement with Business Instincts Group Inc. dated

December 10, 2020

© Edgar Online, source Glimpses