The Change of Domicile to Wyoming
(the "Action")
Incapta, Inc. (the “Company”) submitted
Articles of Continuance to the State of Wyoming on December 21, 2017, which were accepted by the State of Wyoming on December
28, 2017, thereby completing a change of domicile (the “Action”) to Wyoming from Nevada by means of filing Articles
of Continuance with the State of Wyoming and subsequently filing Articles of Dissolution with the State of Nevada. As part of
the Action, the Company amended its Articles of Incorporation to increase its authorized capital to 25 Billion common shares and
10 Million Series A Preferred shares The Action was approved by unanimous consent of the board of directors and the written consent
of the Company’s shareholder holding voting rights equal to 110% of the Company's issued and outstanding shares.
Effects of the Action
The principal effects of the
Action are:
The affairs of the Company ceased to
be governed by Nevada corporation laws pursuant to the Nevada Revised Statutes (“NRS”) and become subject to Wyoming
corporation laws pursuant to the Wyoming Business Corporation Act (the “WBCA”). The Company’s governance is
pursuant to the Articles of Incorporation filed in Wyoming and the Bylaws, reflecting, among other things, application of the
WBCA.
The resulting Wyoming corporation (INCT-WY),
is deemed to be same entity as the Company previously incorporated in Nevada (INCT-NV), and there is no change in the Company’s
business, management, employees, headquarters, benefit plans, assets, liabilities or net worth (other than as a result of the
costs incident to the Action, which we expect to be immaterial).
The directors and officers of the Company
prior to the effective time of the Action hold the same respective positions with INCT-WY following the Action, and there is no
substantive change in employment agreements for executive officers or in other direct or indirect interests of the directors or
executive officers of the Company.
Each of INCT-NV’s issued and outstanding
shares of common stock and of preferred stock automatically converted into an equivalent number of issued and outstanding shares
of common stock and preferred stock of INCT-WY, without any action on the part of our shareholders. The number of issued and outstanding
shares of capital stock of INCT-WY is identical to the Company’s capital stock existing immediately prior to the Action.
The terms of the Series A Preferred Stock is identical to the terms of the Series A Preferred Stock of INCT-NV.
The Company’s
common stock is still quoted on the OTC Markets under the same symbol “INCT.” The Company will continue to file periodic
reports and other documents as and to the extent required by the rules and regulations of the SEC.
2
Review of certain corporate actions
In its Form 10-Q filed for the period ending September
30, 2017, it was noted that some question had arisen concerning the validly of three separate corporate actions increasing the
authorized shares of the Company by unanimous consent of the directors. The Company's Board and Officers with the assistance of
counsel undertook a review of those actions including a review of all documentation pertaining thereto. After re-considering all
available information the Company has determined that all actions were approved and carried out in conformity with its articles
of incorporation as amended and the Nevada Revised Statutes. The Company intends to amend the 10-Q consistent with this determination.
Consulting Agreement with Elainie Martin
On January 15, 2018, Elanie Martin
entered into a Consulting Services Agreement with the Company (see attached Exhibit 10.0). Under the agreement, Ms. Martin agrees
to perform for the Company all necessary services required in connection with providing business operations services as vice-president, for a term of one year commencing on January 15, 2018. Ms. Martin will be paid
the following amounts under this agreement: $3,000 monthly and 250,000,000 common shares which amount is considered fully earned
and paid upon execution of the agreement to be paid pursuant to an S-8 Registration statement. In addition, for the introduction
of any TV or film projects, Consultant is entitled to 5% of the entire project budget plus a 5% equity interest in the finished
project.
Ms. Martin has extensive background
in the areas of business operations, media, corporate communications and marketing. She is the wife of Gregory Martin our sole
director.
As of this date the Company has not incurred any liability
for referral of projects.
Consulting Agreement with Ean Martin
On January 15, 2018, the Company retained Ean Martin
pursuant to a Consulting Agreement for a term of one year to provide non-exclusive corporate financial advisory services to the
Company’s entertainment business affairs. Under the agreement, Consultant agrees to perform for the Company all necessary
services required in connection with providing business operations services,
for a term of one year commencing on January 15, 2018. Consultant will be paid the following amounts under this agreement: $3,000
monthly and 250,000,000 common shares which amount is considered fully earned and paid upon execution of this agreement to be paid
pursuant to an S-8 Registration statement. In addition, for the introduction of any TV or film projects, Consultant is entitled
to 5% of the entire project budget plus a 5% equity interest in the finished project.
Mr. Martin has extensive background in the areas
of business operations and website design. He is the son of Gregory Martin our sole director.
As of this date the Company has not incurred any liability
for referral of projects.
Consulting Agreement with Lost Art Pictures,
LLC
On November 21, 2017, the Company retained Lost Art
Pictures, LLC pursuant to a Consulting Agreement for a term of 180 days to provide non-exclusive corporate financial advisory services
to the Company’s entertainment business affairs.
Consultant is entitled to 250,000,000
shares of the Company’s common stock upon execution of the Agreement fully paid and delivered pursuant to an S-8 registration
statement when effective. In addition, for the introduction of any TV or film projects, Consultant is entitled to 5% of the entire
project budget plus a 5% equity interest in the finished project.
As of
this date the Company has not incurred any liability for referral of projects.
Consulting Agreement with Left Coast Pictures, Inc
On
November 21, 2017, the Company entered into a Joint Venture Agreement with Left Coast Pictures, Inc. (“Left Coast”)
and Media Arts Group Inc. (“MAG”) for the purpose of creating, management, operation and any other functions necessary
to produce an online movie subscription platform for the distribution of first-run independent feature films, television programming,
and documentaries. Under the terms of the agreement, left coast is responsible for all operations and decisions regarding the
planning staffing management and operation of the company’s platform production, acquisition and licensing of all intellectual
property. MAG is responsible for the distribution of such property and for the acquisition of film and television licenses. The
Company is to provide a minimum of $150,000 for the funding of the venture. The term of the venture commences on November 21,
2017 and continues until terminated or for a minimum period of five years.
As of
this date, no projects have been undertaken by the joint venture.