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¶ – Release Delayed ·As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/31/20 BeBop Channel Corp. 1-A¶ 8/31/20 15:1M SECfly Inc./FA |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- primary_doc.xml HTML 5K
15: COVER Comment-Response or Cover Letter to the SEC HTML 10K
2: PART II AND III Offering Statement - Parts II and III HTML 217K
3: EX1A-1 UNDR AGMT Ex. 1 Articles of Incorporation HTML 13K
4: EX1A-2B BYLAWS Ex. 2 by Laws HTML 40K
5: EX1A-3 HLDRS RTS Ex. 3 Appointment of CEO and Senior Vice HTML 13K
President
6: EX1A-4 SUBS AGMT Ex. 4 Founder Royal Purchase Agreement HTML 51K
7: EX1A-5 VOTG TRST Ex. 5 Founder Veres Purchase Agreement HTML 51K
8: EX1A-6 MAT CTRCT Ex. 6 CEO Veres 2020 Purchase Agreement HTML 24K
9: EX1A-7 ACQ AGMT Ex. 7 CEO Veres 2020 Equity Conversion HTML 17K
Agreement #1
10: EX1A-8 ESCW AGMT Ex. 8 CEO Veres 2020 Equity Conversion HTML 24K
Agreement #2
11: EX1A-9 ACCT LTR Ex. 9 Film Library HTML 55K
12: EX1A-10 PWR ATTY Ex. 10 Filmmaker Licensing Agreement HTML 21K
13: EX1A-11 CONSENT Ex. 11 App Distribution Agreement HTML 26K
14: EX1A-12 OPN CNSL Ex. 12 Subscription Agreement HTML 25K
Exhibit 8
SUSAN VERES #2 DEBT CONVERSION AGREEMENT
This Debt Conversion Agreement (the “Agreement”) is entered into effective as of as of June 15, 2020 by and between Susan Veres (“Investor”) and The BeBop Channel Corporation, a New York corporation (the “Company”), with reference to the following facts:
WHEREAS, Investor has loaned certain funds to the Company in the amount of $1.091.00 (one thousand ninety one dollars) accrued from September, 2019 through June 30, 2020, of which the Company and Investor desire to convert $1,091,00 (the “Debt”) into shares of Common Stock.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
1. Conversion to Common Stock. Effective as of June 15, 2020, $1,091 of the Debt shall be converted into shares of Common Stock at a price per share of $1.00 for an aggregate number of shares of 1,091. Upon execution of this Agreement, the Company shall issue a total of 1,091 shares of Common Stock to the Investor, and the Investor shall acknowledge the repayment of $1,091.00 as loaned to Company without interest and which loan amounts have been itemized as follows:
Cash amounts paid into The BeBop Channel Corporation bank account in excess of $6,045.00 covered under prior agreement entitled Susan Veres Debt Conversion Agreement Dated June 2, 2020 ($6,500 total amount of that agreement). The amount in excess is $1,091.00 accrued from September, 2019 thru June, 30 2020 itemized as follows:
| Sept |
| $25 wire transfer fee for $2205 |
| Maintenance $15 |
| Total $40 |
| Oct |
| Overdraft Change $35 |
| Maintenance $15 |
| Wire fee $25 |
| First Insurance $32.66 |
| Total $107.66 |
| Nov |
| First Insurance $32.66 |
| Maintenance $15 |
| Total $47.66 |
| Dec |
| First Insurance $32.66 |
| Maintenance $15 |
| Total $47.66 |
C:
| Jan |
| First Insurance $32.66 |
| Maintenance $15 |
| Total $47.66 |
| Feb |
| First Insurance $32.66 |
| Maintenance $15 |
| Total $47.66 |
| March |
| First Insurance $32.66 |
| Maintenance $15 |
| Overdraft Change $35 |
| Total $82,66 |
| April |
| First Insurance $32.66 |
| Maintenance $15 |
| All About Jazz $20 |
| Presswire $49 |
| Apple $6.56 |
| Apple $99 |
| Total $222.22 |
| May |
| First Insurance $32.66 |
| Maintenance $15 |
| Facebook $24,98 |
| Gmass $12.95 |
| Corporate Filings LLC (Address) $49 |
| Total $134.59 |
| June |
| First Insurance $32.66 |
| Maintenance $15 |
| Deposit for Pay Pal transaction fee $29.60 |
| adobe $21.76 |
| staples $8.51 |
| cash deposit $100 |
| new york state dos $25 |
| Gmass $12.95 |
| Total $245.48 |
GRAND TOTAL $1,090.91
C:
If any adjustment in the above figures should occur at a future date, Company and Investor agree such difference shall be added to the cash total not to exceed in the aggregate $1,091.00 for total funds loaned to Company.
2. Investor Representations. The Company is issuing the Common Stock to Investor in reliance upon the following representations made by Investor:
(a) Investor acknowledges and agrees that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Investor acknowledges and agrees that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.
(c) Investor acknowledges and agrees that: (a) the shares of Common Stock have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
C:
(d) Investor’s investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition.
(e) Investor’s principal residence is in the State of New York.
3. Miscellaneous.
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of New York.
(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
This Agreement is entered into and effective as of the date first written above.
C:
| COMPANY: | INVESTOR: |
| The BeBop Channel Corporation | |
| June 15, 2020 | June 15, 2020 |
| /s/ Gregory Charles Royal | /s/ Susan Veres | ||
| Senior Vice President, | |||
| Secretary | Susan Veres |
C:
| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/31/20 | None on these Dates | ||
| Filed on: | 8/28/20 | |||
| 6/30/20 | ||||
| 6/15/20 | ||||
| 6/2/20 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/16/20 BeBop Channel Corp. 1-A/A¶ 10/16/20 7:634K SECfly Inc./FA 10/07/20 BeBop Channel Corp. 1-A/A¶ 10/07/20 7:643K SECfly Inc./FA 9/17/20 BeBop Channel Corp. 1-A/A¶ 9/17/20 6:635K SECfly Inc./FA 9/14/20 SEC UPLOAD¶ 11/23/20 2:50K BeBop Channel Corp. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/14/20 BeBop Channel Corp. DOS/A¶ 10/06/20 2:124K |