VegasWinners, Inc. entered into a reorganization and stock purchase agreement to acquire GoooGreen, Inc. (OTCPK:GOOO) in a reverse merger transaction for $4.3 million on July 15, 2020. The VWIN Shareholders transferred to the Company 4,250,000 shares of VWIN's common stock representing approximately 96.5% of the outstanding stock of VWIN in exchange for 4,250,000 shares of the Class A convertible preferred stock of the GoooGreen, representing a change in control of GoooGreen. VWIN acquired a controlling voting interest, it was deemed the accounting acquirer, while GoooGreen was deemed the legal acquirer. On August 11, 2020, GoooGreen had a deemed issuance of 165,007,050 shares of common stock for the net equity in GoooGreen totaling $1,861. GoooGreen is also considering the issuance of additional shares of Common Stock to the remaining shareholders of VWIN. Clickstream Corp. (OTC Pink:CLIS) providing a $0.35 million Secured Loan to Gooo.

VWIN employs Wayne Allyn Root as President & Chief Executive Officer. Gooo employs Thomas Terwilliger as Chief Executive and Chief Financial Officer. Gooo shall deliver to shareholders, written confirmation of the approval of this agreement by Gooo's Board of Directors, the Gooo's preferred shares. Gooo shall deliver to VWIN, written confirmation of the approval of this agreement by Gooo's Board of Directors and an officer's certificate executed by President of Gooo and $250,000 cash. VWIN shall deliver to Gooo, written confirmation of the approval of this agreement by Gooo's Board of Directors and an officer's certificate executed by President of VWIN, a certificate of good standing, dated within 10 days prior to the closing date, evidencing the good standing status of VWIN, the financials terms of VWIN. The obligation to pay the purchase price. Any required consent to the transactions contemplated by this agreement shall have been obtained or waived. All material licenses, permits, consents, approvals, authorizations, qualification's and orders of government or regulatory bodies which are (1) necessary to enable GOOO to fully operate the business of VWIN as contemplated from and after the closing shall have been obtained and be in full force and effect, or (2) necessary for the consummation of the transactions contemplated hereby, shall have been obtained. Any notices to or consents of any party to any agreement or commitment constituting part of the transactions contemplated hereby, or otherwise required to consummate any such transactions, shall have been delivered or obtained. As of the closing date the balance of all bank accounts for VWIN shall be at least $100,000 after accounting for any outstanding debits and /or credits, and all accounts payable will have been delivered or obtained. The transaction is expected to close on or about July 15, 2020. David L. Ficksman of TroyGould PC acted as legal advisor to Gooo. Lee Sacks of Law Offices of Lee Sacks, APC acted as legal advisor to VWIN or the shareholders.

VegasWinners, Inc. completed the acquisition of GoooGreen, Inc. (OTCPK:GOOO) in a reverse merger transaction on August 11, 2020. On December 7, 2020, VegasWinners changed its name to Winners, Inc.