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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event
reported): December 10, 2020

 

 

LIFE ON EARTH, INC.

(Exact name of Registrant as specified in
its Charter)

 

 

 

Delaware 333-190788 46-2552550
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

 

   
575 Lexington Avenue, 4th Floor, New York, NY 10022  
(Address of principal executive offices)  
   
(646) 844-9897  
(Registrant’s Telephone Number)  
   
   
(Former name or address, if changed since last report)  

 

Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

 

 

 

 

Life on Earth, Inc. is referred to herein as “we”,
“us”, or “our” or “LFER”)

 

ITEM 1.01. Entry into a Material Definitive Agreement


Background

 

On December 10, 2020, we filed a Form 8-K and
a Press Release regarding a Memorandum of Understanding to purchase the assets of a cloud software company.

 

Asset Purchase Agreement

 

On December 31, 2020, we, as the Buyer, entered
into an Asset Purchase Agreement (“APA) with KloudGaze, Inc., a Delaware corporation, designated as the Seller in the APA, providing for our purchase of the Seller’s
assets and intellectual property in return for our payment to the Buyer of 15,827,613 Restricted Common Shares upon the Closing
of the APA leaving maximum remaining consideration of 29,393,802 Common Stock Shares to be paid by the Buyer to the Seller based
upon a three year earn out schedule in accordance with revenue performance goals. The APA was amended via an Addendum dated January
6, 2021.

 

ITEM 7.01. Regulation FD Disclosure

 

We will distribute a press release regarding
our purchase of the Seller’s assets and intellectual property. The information in this Current Report on Form 8-K with respect
to Item 7.01 (including the Press Release attached as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K
and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will
not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached as Exhibit
99.1 hereto).

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits. The following exhibit are filed with this Current
Report on Form 8-K:

 

     

Exhibit No

No.

  Description

 

10.1  

  Asset Purchase Agreement

 

10.2  

  Addendum

 

99.1  

  Press Release

 

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    LIFE ON EARTH, INC.
       
Date: January 7,  2021   By:  /s/ Fernando Oswaldo Leonzo
      Fernando Oswaldo Leonzo
      Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Life
on Earth, Inc. Signs Definitive Agreement to Acquire Assets of KloudGaze, Inc.

 

NEW YORK, New York- January 7, 2021- Life on Earth, Inc. (OTC:
LFER, the “Company”), announced today that it has signed a definitive agreement to
purchase, in an all-stock transaction at above current market valuations, all the assets including all intellectual property and
existing software infrastructure of KloudGaze, Inc., a US based enterprise cloud software company. KloudGaze was founded by Aditya
Sharma, a globally recognized technology leader and patent holder, who agreed to the sale of all assets in KloudGaze while he deals
with personal legal challenges not related to the KloudGaze assets or technology. The terms of the transaction would allow the
existing stakeholders of Life On Earth, Inc. to retain a majority stake in the Company, with its new software technology assets,
according to filings and statements from the Company.

 

The Company
is in the final stages of the commercial launch of its first version of its technology and expects to be revenue generating by
the end of the first quarter of calendar 2021. According to the co-founders of KloudGaze, Aditya Sharma and Ajay Singh,
KloudGaze
is a proprietary software technology 
offering an innovative and the industry’s only “Code Level Dependency
Mapping Capabilities
” that helps companies reduce application development costs by up to 50%. It also ensures compliance
at the application code levels to key compliance regulations that large companies are challenged with like the European Union’s
GDPR, California’s CCPA, Canada’s PIPEDA and more. KloudGaze seeks to revolutionize the way large companies
manage their applications, execute changes, and ensure compliance. KloudGaze suite of products are applicable to companies across
a diversity of industries, with strong Fintech capabilities, that companies in the financial sector will also find extremely
helpful from a compliance standpoint. KloudGaze’s proprietary suite of technology products are one of the first in the industry,
in terms of the technology that addresses the global Application Development, Automated Cloud Migration, Digital Transformation
and Regulatory Compliance markets which is estimated at over $500 Billion according to one of the top industry analysts like Gartner
– see link for source: (www.gartner.com/en/documents/3947234/gartner-market-databook-2q19-update).

 

 

 

 

Statement from
LFER current CEO: “We were presented this opportunity from our largest stakeholders due to their experience working with
the previous co-founders and having vetted the product development(s) of the technology as well as knowing very well the amount
invested in developing it over the years. Taking a look at the potential pipeline of products and the potential caliber of customers
and partnerships associated with the commercial launch of the KloudGaze portfolio of products led us to the conclusion that this
technology, fully commercialized, with the right leadership and under the terms of the purchase, would be the best return for our
existing shareholders and stakeholders. We are in the final stages of bringing onboard a new leadership team along with a new Chief
Executive as well as new board members with the credibility to drive the success of this new technology as well as bringing in
new partners that will

transform Life
On Earth with its KloudGaze technology into potentially a software leader in the Cloud Enterprise space with regards to mapping
and addressing compliance and regulations.”

 

Statement from
KloudGaze Co-founder Ajay Singh: “After many years being involved in the software product development of our technology,
Aditya and I decided that in the best interest of launching and commercializing the KloudGaze software products- was for us to
sell the technology assets in KloudGaze to Life On Earth with the new management team that they’re putting together in this
space. This will help the new team launch our products successfully without the distractions that can come about from outside forces
that were out of our control. I look forward to working with the LFER team including the new CEO to make the line of KloudGaze
software products a tremendous success in 2021.”

 

 

Terms of the
transaction as well as a more detailed description of the new company and its executive team will be disclosed upon closing of
the transaction and filed in a subsequent 8K filing.

 

About Life On Earth, Inc.

Life on Earth, Inc. has recently announced
its change in business strategy from one of a Consumer Packaged Goods (CPG) company into cloud-based
software development company and cloud-computing technology company.

For more information, please visit
our corporate website – www.lifeonearthinc.com

Investors and corporate inquiries,
please contact: info@lifeonearthinc.com |

(646) 844- 9897

 

About KloudGaze, Inc.

KloudGaze, Inc. is a Minnesota based
enterprise software provider enabling rapid innovation and keeping the operations safe, compliant, and manageable. It was founded
by Aditya Sharma and Ajay Singh who conceived the flagship product to help organizations innovate and modernize legacy systems
while minimizing cost and risk of business disruptions and ensure regulatory compliance.

For more
information, please visit
www.kloudgaze.com

 

 

 

 

 

Safe
Harbor Act


Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These
statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding
the intent, belief or current expectations of Life on Earth, Inc. its directors or its officers with respect to, among other things:
(i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating
strategy.  The words “may,” “would,” “will,” “expect,” “estimate,”
“can,” “believe,” “potential” and similar expressions and variations thereof are intended to
identify forward-looking statements. Investors are cautioned that any such forward-looking statements, including those relating
to the Company’s financing being adequate for the Company to develop and market its software products, and to launch its
growth and expansion plans, among others, are not guarantees of future performance and involve risks and uncertainties, many of
which are beyond Life on Earth, Inc.’s ability to control, and actual results may differ materially from those projected
in the forward-looking statements as a result of various factors.  No information in this press release should be construed
in any way whatsoever as an indication of Life on Earth, Inc.’s future revenues, financial performance or stock price.   More
information about the potential factors that could affect the business and financial results is and will be included in Life on
Earth, Inc.’s filings with the Securities and Exchange Commission at
www.sec.gov.

 

 

 



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