APPB Applied Biosciences Corporation (CE)

DIRECTOR COMPENSATION

The following table sets forth director compensation or the fiscal year ended March 31, 2019:

We currently do not pay any compensation to our directors for serving on our board of directors.

CHANGE IN CONTROL

To the knowledge of management, there are no present arrangements or pledges of securities of the Company which may result in a change in control of the Company

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDER

The following action was taken based the written consent of the consenting stockholders:

NOTICE TO STOCKHOLDERS OF ACTION APPROVED BY CONSENTING STOCKHOLDERS

The following action was taken based upon the written consent of the consenting stockholders:

ACTION 1

ELECTION OF DIRECTORS

Our Bylaws provide that our board of directors shall consist of a number of directors determined by our stockholders and that each director shall hold office until the next annual meeting of stockholders and until his or her successor shall have been elected and qualified, or until his or her earlier resignation, removal from office, or death.

Currently, our board of directors has five members (including JJ Southard). Under Nevada law, our Articles of Incorporation, as amended, and our Bylaws, a written consent of the majority of the voting power of our stockholders is sufficient to elect all nominees to our board of directors without the vote or consent of any other stockholders of the Company. On March 14, 2020, the consenting stockholders consented in lieu of an special meeting of stockholders to elect JJ Southard as a director of the Company until the next annual meeting of stockholders and until their respective successors are duly elected, or until their respective death or resignation or removal.

Nevada statutes provide that any action that is required to be taken, or that may be taken, at any annual or special meeting of stockholders of a Nevada corporation may be taken, without a meeting, without prior notice and without a vote, if a written consent, setting forth the action taken, is signed by the holders of outstanding capital stock having not less than the minimum voting power necessary to authorize such action. Our Bylaws require a majority of the voting power of a stockholder to execute a written consent in lieu of an annual meeting of stockholders. Because the consenting stockholders, the holders of 57.2% of the Company’s outstanding shares of common stock, have executed a written consent in lieu of an annual meeting of stockholders, no vote or consent of any other shareholder is being, or will be, solicited in connection with the authorization of the matters set forth in the written consent. Under Nevada law and our Articles of Incorporation, as amended, and our Bylaws, the voting power represented by the holder signing the written consent is sufficient in number to elect directors set forth in the written consent, without the vote or consent of any other stockholder of the Company.

INFORMATION REGARDING ELECTED DIRECTOR

JJ Southard, Age 42

Secretary, Treasurer and Director

JJ Southard has served as our Secretary and Treasurer since September 21, 2018. Since 2011, Mr. Southard has served as the Chief Executive Officer of Sand Gallery, Inc., a glass-blowing studio and art gallery, located in Steamboat Springs, Colorado, and founded by Mr. Southard. From 2008 until 2011, Mr. Southard founded and served as Chief Executive Officer of Natural Choice Co-Op, LLC, a cannabis dispensary located in Steamboat Springs, Colorado. In 2000, Mr. Southard obtained a Bachelor of Arts (Psychology) from University of Wyoming.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of five members, one of whom, Michael Beaubaire, qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our board of directors. The board of directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The board of directors is of the opinion that such committees are not necessary since the Company is an early development stage company and has only three directors, and to date, the directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Other than as described above, we are not aware of any other conflicts of interest of our executive officers and directors.

COMMITTEES AND CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The board of directors has not established an audit committee and does not have an audit committee financial expert, nor has the board of directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early business development stage company and has only three directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

Audit Committee

the Company does not maintain a standing Audit Committee. An audit committee typically reviews, acts on and reports to the board of directors with respect to various auditing and accounting matters, including the recommendations and performance of independent auditors, the scope of the annual audits, fees to be paid to the independent auditors, and internal accounting and financial control policies and procedures. All members of the board of directors act in the capacity of and perform the duties of an audit committee. Certain stock exchanges currently require companies to adopt a formal written charter that establishes an audit committee that specifies the scope of an audit committee’s responsibilities and the means by which it carries out those responsibilities. In order to be listed on any of these exchanges, the Company would be required to establish an audit committee. the Company is not listed on any stock exchange; the Company’s shares are quoted on the OTCQB tier of the OTC Markets Group, Inc.

Compensation Committee

the Company does not maintain a standing Compensation Committee. Due to the Company’s capital restraints, our early operational state and the size of our current board of directors making constituting and administering such a committee excessively burdensome and costly, the board of directors has not established a separate compensation committee. All members of the board of directors must participate in a compensation award process. During the fiscal year ended March 31, 2017, no executive officer received any compensation from the Company.

Nominating Committee

the Company does not maintain a standing Nominating Committee and does not have a Nominating Committee charter. Due to the Company’s capital restraints, our early operational state and the size of our current Board of directors making constituting and administering such a committee excessively burdensome and costly, the board of directors has not established a separate nominating committee. As such, members of the board of directors generally participate in the director nomination process. Under the rules promulgated by the SEC, the board of directors is, therefore, treated as a “nominating committee”.

The board of directors will consider qualified nominees recommended by stockholders. Stockholders desiring to make such recommendations should submit such recommendations to the Company’s principal executive offices, at: the Company Corp., 9701 Wilshire Blvd., Suite 1000, Beverly Hills, California 90212, Attn: JJ Southard, Secretary. Mr. Southard may also be reached by telephone at (310) 356-7374. The board of directors will evaluate candidates properly proposed by stockholders in the same manner as all other candidates.

With respect to the nominations process, the board of directors does not operate under a written charter, but under resolutions adopted by the board of directors. The board of directors is responsible for reviewing and interviewing qualified candidates to serve on the board of directors, for making recommendations for nominations to fill vacancies on the board of directors, and for selecting the nominees for selection by the Company’s stockholders at each annual meeting. The board of directors has not established specific minimum age, education, experience or skill requirements for potential directors. The board of directors takes into account all factors they consider appropriate in fulfilling their responsibilities to identify and recommend individuals as director nominees. Those factors may include, without limitation, the following:

The board of directors may use multiple sources for identifying and evaluating nominees for directors, including referrals from the Company’s current directors and management as well as input from third parties, including executive search firms retained by the board of directors. The board of directors will obtain background information about candidates, which may include information from directors’ and officers’ questionnaires and background and reference checks, and will then interview qualified candidates. The board of directors will then determine, based on the background information and the information obtained in the interviews, whether to recommend that a candidate be nominated to the board of directors. We strongly encourage and, from time to time actively survey, our stockholders to recommend potential director candidates.

Indebtedness of Directors and Executive Officers

None of our directors or officers or their respective associates or affiliates is indebted to us.

Family Relationships

There are no family relationships among our directors or executive officers.

Shareholder Communications with the Company’s Board of Directors

Any shareholder wishing to send written communications to the Company’s board of directors may do so by sending them to the Company’s principal executive offices, at: Applied BioSciences Corp., 9701 Wilshire Blvd., Suite 1000, Beverly Hills, California 90212, Attn: JJ Southard, Secretary. Mr. Southard may also be reached by telephone at (310) 356-7374.

Code of Ethics

Due to the current formative stage of the Company’s development, it has not yet developed, and has no current plan to adopt, a written code of ethics for its directors or executive officers.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act, and in accordance therewith file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q with the SEC. Copies of these documents can be obtained upon written request addressed to the SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C., 20549, at prescribed rates. The SEC also maintains a web site on the Internet (http://www.sec.gov) where reports, proxy and information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System may be obtained free of charge.