Lans Holdings, Inc. (Form: 8-K, Received: 05/11/2018 14:04:29)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 19, 2017

Lans Holdings, Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-55725	47-4426774
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

801 Brickell, Miami, Florida	33133
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 305-755-7451

________________________________________________

(Former name or former 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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

Emerging growth company [ ]

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. [ ]

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On May 7, 2018, we entered into Conversion Agreements with Transaction Data USA Inc., controlled by our President,

Anthony Ribas, Melcent Technology SRL, SoundMax Ltd., Execucorp Consulting LLC and Trevor Allen, our CEO, pursuant to which we agreed to exchange all of their outstanding Series A Preferred Stock and Series B Preferred Stock in our company for an aggregate of 4,000 shares of our newly created Series C Preferred Stock.

We also entered into an Accrued Compensation Conversion Agreement with Mr. Allen to convert his $150,000 in debt with our company into 6,000 shares of our newly created Series C Preferred Stock.

The foregoing description is intended only as a summary of the material terms of the Conversion Agreements and Accrued Compensation Conversion Agreement and is qualified in its entirety by reference to the full text of the Conversion Agreements and Accrued Compensation Conversion Agreement, copies of which are attached as Exhibits 10.1-10.6 to this Form 8-K and are hereby incorporated by reference herein.

SECTION 3 - SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 3.02.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3.03 Material Modification of Rights of Security Holders

On April 18, 2017, pursuant to Article III of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up 10,000 shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock will participate on an equal basis per-share with holders of our common stock, Series A Preferred Stock and Series B Preferred Stock in any distribution upon winding up, dissolution, or liquidation. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the holders, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote.

The rights of the holders of Series C Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on April 19, 2018, attached hereto as Exhibit 3.1, and is incorporated by reference herein.

SECTION 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws

The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
3.1	Certificate of Designation
10.1	Conversion Agreement
10.2	Conversion Agreement
10.3	Conversion Agreement
10.4	Conversion Agreement
10.5	Conversion Agreement
10.6	Accrued Compensation Conversion Agreement

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.

Lans Holdings, Inc.

/s/ Trevor Allen

Trevor Allen

President and Chief Executive Officer

Date: May 11, 2018

______________________________________

CERTIFICATE OF DESIGNATION

LANS HOLDINGS, INC.

Pursuant to Section 78.1955 of the

Nevada Revised Statutes

______________________________________

SERIES C PREFERRED STOCK

On behalf of Lans Holdings, Inc., a Nevada corporation (the “ Corporation ”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “ Board ”):

RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “ Articles of Incorporation ”), there hereby is created, out of the one hundred million (100,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation authorized by Article III of the Articles of Incorporation (“ Preferred Stock ”), a series of Series C Preferred Stock, consisting of ten thousand (1 0,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:

The specific powers, preferences, rights and limitations of the Series C Preferred Stock are as follows:

1. Designation; Rank . This series of Preferred Stock shall be designated and known as “Series C Preferred Stock.” The number of shares constituting the Series C Preferred Stock shall be ten thousand (10,000) shares. The Series C Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.

2. Dividends . The holders of shares of Series C Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.

3. Liquidation Preference .

(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “ Liquidation ”), whether voluntary or involuntary, the holders of Series C Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock, subject to any preference given to the holders of the Series A Preferred Stock and Series B Preferred Stock.

(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including,without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “ Change in Control Event ”), shall not be deemed to be a Liquidation for purposes of this Designation.

4. Voting . The holders of Series C Preferred Stock shall have the rights as described in this Section 4 or as required by law. For so long as any shares of the Series C Preferred Stock remain issued and outstanding, the Holder thereof, voting separately as a class, shall have the right to vote on all shareholder matters equal to sixty-seven (67%) percent of the total vote. By way of illustration, if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of a shareholder vote, the holders of the Series C Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 20,300 shares, out of a total number of 30,300 shares voting. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all shareholder votes (i.e., the total shares eligible to vote on any and all shareholder matters) shall be deemed to include (a) the total common shares outstanding, (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series C Preferred Stock, if any, and (c) the voting rights attributable to the Series C Preferred Stock, as described herein, whether such Series C Preferred Stock shares are voted or not.

6. No Preemptive Rights . No holder of the Series B Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

7. Additional Rights of Preferred Stock . So long as any Series C Preferred Stock are outstanding, the Corporation shall not, without first obtaining the unanimous approval of all of the holders of the Series C Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series C Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series C Preferred Stock; (c) create or designate any series or class of shares; (d) issue any shares of any series of preferred stock; (e) increase the authorized number of shares of Series C Preferred Stock; (f) amend, repeal or modify the bylaws; (g) sell or otherwise dispose of any of the assets of the Corporation not in the ordinary course of business; (h) elect members to the Board of Directors; (i) incur debt not in the ordinary course of business; and (j) effect or undergo any change of control of the Corporation.

8. Lost or Stolen Certificates . Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided , however , that the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B Preferred Stock into Common Stock.

9. Failure or Indulgence Not Waiver . No failure or delay on the part of a holder of Series B Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver

thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

IN WITNESS WHEREOF the undersigned has signed this Designation this 9th day of April 2018.

	Lans Holdings, Inc.

	By:
		/s/ Trevor Allen
		Name: Trevor Allen Title: CEO

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is executed as of April 25, 2018 (the “Effective Date”) by and between LANS HOLDINGS, INC., a Nevada corporation (“LAHO”) and Trevor Allen an individual (“TA”).

WHEREAS, LAHO and TA desire to convert the TA Preferred Stock (as defined below) into ninety-six (96) shares of newly created Series C Preferred Stock, as set forth below; and

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LAHO and TA agree as follows:

1. Conversion . As of the Effective Date, TA hereby elects to exchange his one hundred thousand (100,000) shares of Series A Preferred Stock (the “TA Preferred Stock”) into four hundred and four (404) shares of newly created Series C Preferred Stock (the “NEW Preferred Stock”), which has the features contained in the Certificate of Designation, in the form and substance to that attached hereto as Exhibit “A.” LAHO accepts the conversion of the TA Preferred Stock for the NEW Preferred Stock.

2. Representations, Warranties and Covenants .

a. LAHO hereby makes the following representations, warranties and covenants in favor of TA:

i. Authority . LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of TA.

ii. Authorized Warrant . There are sufficient authorized shares of common stock of LAHO to satisfy the exercise of the Warrant, and the Warrant has been duly authorized by the board of directors of LAHO.

b. TA hereby makes the following representations, warranties and covenants in favor of LAHO:

i. Title to the TA Preferred Stock . TA is the owner of record of the TA Preferred Stock and owns such free and clear of all liens, claims and encumbrances. TA has not transferred the TA Preferred Stock to any other party.

ii. Authority . TA has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of TA.

iii. Purchase Entirely for Own Account . TA hereby confirms that the Warrant to be exchanged for the TA Preferred Stock and any securities issuable upon exercise thereof (the Warrant and securities issuable upon conversion thereof being, collectively, the "Securities") are being and will be acquired for investment for TA’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither TA nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “TA Representatives”) has any present intention of selling, granting any participation in or otherwise distributing the same. TA and TA Representatives are familiar with the phrase “acquired for investment and not with a view to

distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, TA further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

iv. Receipt of Information . TA and TA Representatives have received all the information they consider necessary or appropriate for deciding whether to purchase the Securities. TA further represents that it and TA Representatives have had an opportunity to ask questions and receive answers from LAHO regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of LAHO and to obtain additional information necessary to verify the accuracy of any information furnished to TA or TA Representatives or to which TA or TA Representatives had access. Neither TA nor any TA Representative has received, or is relying upon, any representations, written or oral, from LAHO, or its officers, directors, employees, attorneys or agents. TA further represents and affirms that none of the following information has ever been represented, guaranteed or warranted to TA or any of its officers, members, managers or representatives, expressly or by implication, by any person: (1) the approximate or exact length of time that TA will be required to remain a shareholder of LAHO, (2) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in LAHO; or (3) the possibility that the past performance or experience on the part of LAHO or any affiliate, officer, director, employee or agent of LAHO, might in any way indicate or predict the results of ownership of the Securities or the potential success of LAHO’s operations.

v. Investment Experience . TA represents that it and TA Representatives are experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as LAHO and acknowledges that TA can bear the economic risk of TA’s investment and that TA Representatives have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.

vi. Accredited Investor . TA is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.

vii. Restricted Securities . TA and each of TA Representatives understands that neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely..

viii. Legends . To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form set forth below:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS LANS HOLDINGS, INC. (THE "COMPANY") HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

3. Governing Law . The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of Nevada. Any dispute arising from or related to this Agreement shall be litigated in the state or federal courts sitting in Clark County, Nevada. The prevailing party shall be entitled to recover the actual attorneys’ fees and costs incurred in connection with that litigation.

4. Further Actions . The parties agree to take such further action and execute such additional documents as may be necessary to implement the terms and conditions of this Agreement.

5. No Oral Modifications . No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

6. Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the parties, their representatives, heirs, estates, parent and subsidiary entities, members, managers, shareholders, principals, affiliates, successors, officers, directors, partners, administrators, trustees, receivers, agents, employees, executors, assigns, and all other persons and entities that could in any way have legal responsibility for, or claim any rights through, any of them.

7. Authority . Each of the parties represents and warrants to all the other parties that the person signing this document on its behalf is duly authorized to execute this Agreement on its behalf.

8. Severability . If any term of provision of this Agreement or any application thereof shall be held invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

9. Entire Agreement . This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties hereto.

10. Interpretation . All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

11. Counterparts; Facsimile Signature . This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which, taken together, shall constitute one agreement. An original signature or copy thereof transmitted by facsimile shall constitute an original signature for purposes of this Agreement.

Lans Holdings, Inc.

/s/ Anthony Ribas

By: Anthony Ribas, President

Trevor Allen

/s/ Trevor Allen

By Trevor Allen, Individual

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is executed as of April __, 2018 (the “Effective Date”) by and between LANS HOLDINGS, INC., a Nevada corporation (“LAHO”) and Execucorp Consulting LLC a company formed under the Commonwealth of Saint Christopher and Nevis (“EXCR”).

WHEREAS, LAHO and EXCR desire to convert the EXCR Preferred Stock (as defined below) into sixty-seven (67) shares of newly created Series C Preferred Stock, as set forth below; and

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LAHO and EXCR agree as follows:

1. Conversion . As of the Effective Date, EXCR hereby elects to exchange his seventy-six thousand (76,000) shares of Series A Preferred Stock (the “EXCR Preferred Stock”) into sixty-eight (68) shares of newly created Series C Preferred Stock (the “NEW Preferred Stock”), which has the features contained in the Certificate of Designation, in the form and substance to that attached hereto as Exhibit “A.” LAHO accepts the conversion of the EXCR Preferred Stock for the NEW Preferred Stock.

2. Representations, Warranties and Covenants .

a. LAHO hereby makes the following representations, warranties and covenants in favor of EXCR:

i. Authority . LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of EXCR.

b. EXCR hereby makes the following representations, warranties and covenants in favor of LAHO:

i. Title to the EXCR Preferred Stock . EXCR is the owner of record of the EXCR Preferred Stock and owns such free and clear of all liens, claims and encumbrances. EXCR has not transferred the EXCR Preferred Stock to any other party.

ii. Authority . EXCR has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of EXCR.

iii. Purchase Entirely for Own Account . EXCR hereby confirms that the Warrant to be exchanged for the EXCR Preferred Stock and any securities issuable upon exercise thereof (the Warrant and securities issuable upon conversion thereof being, collectively, the "Securities") are being and will be acquired for investment for EXCR’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither EXCR nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “EXCR Representatives”) has any present intention of selling, granting any participation in or otherwise

distributing the same. EXCR and EXCR Representatives are familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, EXCR further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

iv. Receipt of Information . EXCR and EXCR Representatives have received all the information they consider necessary or appropriate for deciding whether to purchase the Securities. EXCR further represents that it and EXCR Representatives have had an opportunity to ask questions and receive answers from LAHO regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of LAHO and to obtain additional information necessary to verify the accuracy of any information furnished to EXCR or EXCR Representatives or to which EXCR or EXCR Representatives had access. Neither EXCR nor any EXCR Representative has received, or is relying upon, any representations, written or oral, from LAHO, or its officers, directors, employees, attorneys or agents. EXCR further represents and affirms that none of the following information has ever been represented, guaranteed or warranted to EXCR or any of its officers, members, managers or representatives, expressly or by implication, by any person: (1) the approximate or exact length of time that EXCR will be required to remain a shareholder of LAHO, (2) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in LAHO; or (3) the possibility that the past performance or experience on the part of LAHO or any affiliate, officer, director, employee or agent of LAHO, might in any way indicate or predict the results of ownership of the Securities or the potential success of LAHO’s operations.

v. Investment Experience . EXCR represents that it and EXCR Representatives are experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as LAHO and acknowledges that EXCR can bear the economic risk of EXCR’s investment and that EXCR Representatives have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.

vi. Accredited Investor . EXCR is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.

vii. Restricted Securities . EXCR and each of EXCR Representatives understands that neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely..

viii. Legends . To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form set forth below:

4. Further Actions . The parties agree to take such further action and execute such additional documents as may be necessary to implement the terms and conditions of this Agreement.

5. No Oral Modifications . No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

7. Authority . Each of the parties represents and warrants to all the other parties that the person signing this document on its behalf is duly authorized to execute this Agreement on its behalf.

10. Interpretation . All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

Lans Holdings, Inc.

/s/ Trevor Allen

By: Trevor Allen, CEO

Execucorp Consulting LLC

/s/ Rob Harris

By Rob Harris, President

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is executed as of April 27, 2018 (the “Effective Date”) by and between LANS HOLDINGS, INC., a Nevada corporation (“LAHO”) and Transaction Data USA, a company from the Dominican Republic (“MELTEC”).

WHEREAS, LAHO and MELTEC desire to convert the MELTEC Preferred Stock (as defined below) into one thousand seven hundred and fifteen (1,715) shares of newly created Series C Preferred Stock, as set forth below; and

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LAHO and MELTEC agree as follows:

1. Conversion . As of the Effective Date, MELTEC hereby elects to exchange one hundred and fifty-six thousand (156,000) shares of Series A Preferred Stock and three hundred and seventy-five thousand (375,000) shares of Series B Preferred Stock (the “MELTEC Preferred Stock”) into one thousand seven hundred and fifteen (1,715) shares of newly created Series C Preferred Stock (the “NEW Preferred Stock”), which has the features contained in the Certificate of Designation, in the form and substance to that attached hereto as Exhibit “A.” LAHO accepts the conversion of the MELTEC Preferred Stock for the NEW Preferred Stock.

2. Representations, Warranties and Covenants .

a. LAHO hereby makes the following representations, warranties and covenants in favor of MELTEC:

i. Authority . LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of MELTEC.

b. MELTEC hereby makes the following representations, warranties and covenants in favor of LAHO:

i. Title to the MELTEC Preferred Stock . MELTEC is the owner of record of the MELTEC Preferred Stock and owns such free and clear of all liens, claims and encumbrances. MELTEC has not transferred the MELTEC Preferred Stock to any other party.

ii. Authority . MELTEC has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of MELTEC.

iii. Purchase Entirely for Own Account . MELTEC hereby confirms that the Warrant to be exchanged for the MELTEC Preferred Stock and any securities issuable upon exercise thereof (the Warrant and securities issuable upon conversion thereof being, collectively, the "Securities") are being and will be acquired for investment for MELTEC’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither MELTEC nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a

decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “MELTEC Representatives”) has any present intention of selling, granting any participation in or otherwise distributing the same. MELTEC and MELTEC Representatives are familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, MELTEC further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

iv. Receipt of Information . MELTEC and MELTEC Representatives have received all the information they consider necessary or appropriate for deciding whether to purchase the Securities. MELTEC further represents that it and MELTEC Representatives have had an opportunity to ask questions and receive answers from LAHO regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of LAHO and to obtain additional information necessary to verify the accuracy of any information furnished to MELTEC or MELTEC Representatives or to which MELTEC or MELTEC Representatives had access. Neither MELTEC nor any MELTEC Representative has received, or is relying upon, any representations, written or oral, from LAHO, or its officers, directors, employees, attorneys or agents. MELTEC further represents and affirms that none of the following information has ever been represented, guaranteed or warranted to MELTEC or any of its officers, members, managers or representatives, expressly or by implication, by any person: (1) the approximate or exact length of time that MELTEC will be required to remain a shareholder of LAHO, (2) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in LAHO; or (3) the possibility that the past performance or experience on the part of LAHO or any affiliate, officer, director, employee or agent of LAHO, might in any way indicate or predict the results of ownership of the Securities or the potential success of LAHO’s operations.

v. Investment Experience . MELTEC represents that it and MELTEC Representatives are experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as LAHO and acknowledges that MELTEC can bear the economic risk of MELTEC’s investment and that MELTEC Representatives have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.

vi. Accredited Investor . MELTEC is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.

vii. Restricted Securities . MELTEC and each of MELTEC Representatives understands that neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely..

viii. Legends . To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form set forth below:

4. Further Actions . The parties agree to take such further action and execute such additional documents as may be necessary to implement the terms and conditions of this Agreement.

5. No Oral Modifications . No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

7. Authority . Each of the parties represents and warrants to all the other parties that the person signing this document on its behalf is duly authorized to execute this Agreement on its behalf.

10. Interpretation . All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

Lans Holdings, Inc.

/s/ Trevor Allen

By: Trevor Aleen, CEO

Melcent Technology SRL.

/s/ Hilda Nunez

By: Hilda Nunez, President

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is executed as of April __, 2018 (the “Effective Date”) by and between LANS HOLDINGS, INC., a Nevada corporation (“LAHO”) and SOUNDAMAX a _____ corporation (“SDMX”).

WHEREAS, LAHO and SDMX desire to convert the SDMX Preferred Stock (as defined below) into eighty-eight (88) shares of newly created Series C Preferred Stock, as set forth below; and

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LAHO and SDMX agree as follows:

1. Conversion . As of the Effective Date, SDMX hereby elects to exchange his ninety-nine thousand eight hundred and fifty-nine (99,859) shares of Series A Preferred Stock (the “SDMX Preferred Stock”) into eighty-eight (88) shares of newly created Series C Preferred Stock (the “NEW Preferred Stock”), which has the features contained in the Certificate of Designation, in the form and substance to that attached hereto as Exhibit “A.” LAHO accepts the conversion of the SDMX Preferred Stock for the NEW Preferred Stock.

2. Representations, Warranties and Covenants .

a. LAHO hereby makes the following representations, warranties and covenants in favor of SDMX:

i. Authority . LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of SDMX.

b. SDMX hereby makes the following representations, warranties and covenants in favor of LAHO:

i. Title to the SDMX Preferred Stock . SDMX is the owner of record of the SDMX Preferred Stock and owns such free and clear of all liens, claims and encumbrances. SDMX has not transferred the SDMX Preferred Stock to any other party.

ii. Authority . SDMX has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of SDMX.

iii. Purchase Entirely for Own Account . SDMX hereby confirms that the Warrant to be exchanged for the SDMX Preferred Stock and any securities issuable upon exercise thereof (the Warrant and securities issuable upon conversion thereof being, collectively, the "Securities") are being and will be acquired for investment for SDMX’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither SDMX nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “SDMX Representatives”) has any present intention of selling, granting any participation in or otherwise

distributing the same. SDMX and SDMX Representatives are familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, SDMX further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

iv. Receipt of Information . SDMX and SDMX Representatives have received all the information they consider necessary or appropriate for deciding whether to purchase the Securities. SDMX further represents that it and SDMX Representatives have had an opportunity to ask questions and receive answers from LAHO regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of LAHO and to obtain additional information necessary to verify the accuracy of any information furnished to SDMX or SDMX Representatives or to which SDMX or SDMX Representatives had access. Neither SDMX nor any SDMX Representative has received, or is relying upon, any representations, written or oral, from LAHO, or its officers, directors, employees, attorneys or agents. SDMX further represents and affirms that none of the following information has ever been represented, guaranteed or warranted to SDMX or any of its officers, members, managers or representatives, expressly or by implication, by any person: (1) the approximate or exact length of time that SDMX will be required to remain a shareholder of LAHO, (2) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in LAHO; or (3) the possibility that the past performance or experience on the part of LAHO or any affiliate, officer, director, employee or agent of LAHO, might in any way indicate or predict the results of ownership of the Securities or the potential success of LAHO’s operations.

v. Investment Experience . SDMX represents that it and SDMX Representatives are experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as LAHO and acknowledges that SDMX can bear the economic risk of SDMX’s investment and that SDMX Representatives have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.

vi. Accredited Investor . SDMX is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.

vii. Restricted Securities . SDMX and each of SDMX Representatives understands that neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely..

viii. Legends . To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form set forth below:

4. Further Actions . The parties agree to take such further action and execute such additional documents as may be necessary to implement the terms and conditions of this Agreement.

5. No Oral Modifications . No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

7. Authority . Each of the parties represents and warrants to all the other parties that the person signing this document on its behalf is duly authorized to execute this Agreement on its behalf.

10. Interpretation . All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

Lans Holdings, Inc.

/s/ Trevor Allen

By: Trevor Allen, CEO

Soundmax

_____________________________

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is executed as of April 25, 2018 (the “Effective Date”) by and between LANS HOLDINGS, INC., a Nevada corporation (“LAHO”) and Transaction Data USA, a Florida corporation (“TDUSA”).

WHEREAS, LAHO and TDUSA desire to convert the TDUSA Preferred Stock (as defined below) into one thousand seven hundred and twenty-five (1,725) shares of newly created Series C Preferred Stock, as set forth below; and

NOW THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LAHO and TDUSA agree as follows:

1. Conversion . As of the Effective Date, TDUSA hereby elects to exchange one hundred and sixty-eight thousand (168,000) shares of Series A Preferred Stock and three hundred and seventy-five thousand (375,000) shares of Series B Preferred Stock (the “TDUSA Preferred Stock”) into one thousand seven hundred and twenty-five (1,725) shares of newly created Series C Preferred Stock (the “NEW Preferred Stock”), which has the features contained in the Certificate of Designation, in the form and substance to that attached hereto as Exhibit “A.” LAHO accepts the conversion of the TDUSA Preferred Stock for the NEW Preferred Stock.

2. Representations, Warranties and Covenants .

a. LAHO hereby makes the following representations, warranties and covenants in favor of TDUSA:

i. Authority . LAHO has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of TDUSA.

b. TDUSA hereby makes the following representations, warranties and covenants in favor of LAHO:

i. Title to the TDUSA Preferred Stock . TDUSA is the owner of record of the TDUSA Preferred Stock and owns such free and clear of all liens, claims and encumbrances. TDUSA has not transferred the TDUSA Preferred Stock to any other party.

ii. Authority . TDUSA has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of TDUSA.

iii. Purchase Entirely for Own Account . TDUSA hereby confirms that the Warrant to be exchanged for the TDUSA Preferred Stock and any securities issuable upon exercise thereof (the Warrant and securities issuable upon conversion thereof being, collectively, the "Securities") are being and will be acquired for investment for TDUSA’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that neither TDUSA nor any of its officers, members, managers or representatives with the authority, responsibility or power to make a

decision with regard to the purchase or sale of the Securities or any portion thereof (collectively, such “TDUSA Representatives”) has any present intention of selling, granting any participation in or otherwise distributing the same. TDUSA and TDUSA Representatives are familiar with the phrase “acquired for investment and not with a view to distribution” as it relates to the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws and the special meaning given to such term by the Securities and Exchange Commission (the “SEC”). By executing this Agreement, TDUSA further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.

iv. Receipt of Information . TDUSA and TDUSA Representatives have received all the information they consider necessary or appropriate for deciding whether to purchase the Securities. TDUSA further represents that it and TDUSA Representatives have had an opportunity to ask questions and receive answers from LAHO regarding the terms and conditions of the offering of the Securities and the business, properties, prospects and financial condition of LAHO and to obtain additional information necessary to verify the accuracy of any information furnished to TDUSA or TDUSA Representatives or to which TDUSA or TDUSA Representatives had access. Neither TDUSA nor any TDUSA Representative has received, or is relying upon, any representations, written or oral, from LAHO, or its officers, directors, employees, attorneys or agents. TDUSA further represents and affirms that none of the following information has ever been represented, guaranteed or warranted to TDUSA or any of its officers, members, managers or representatives, expressly or by implication, by any person: (1) the approximate or exact length of time that TDUSA will be required to remain a shareholder of LAHO, (2) the percentage of profit and/or amount of or type of consideration, profit or loss to be realized, if any, as a result of an investment in LAHO; or (3) the possibility that the past performance or experience on the part of LAHO or any affiliate, officer, director, employee or agent of LAHO, might in any way indicate or predict the results of ownership of the Securities or the potential success of LAHO’s operations.

v. Investment Experience . TDUSA represents that it and TDUSA Representatives are experienced in evaluating and investment in private placement transactions of securities of companies in a similar stage of development as LAHO and acknowledges that TDUSA can bear the economic risk of TDUSA’s investment and that TDUSA Representatives have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in the Securities.

vi. Accredited Investor . TDUSA is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act.

vii. Restricted Securities . TDUSA and each of TDUSA Representatives understands that neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the Securities Act, the Securities must be held indefinitely..

viii. Legends . To the extent applicable, each certificate or other document evidencing any of the Securities shall be endorsed with the legends substantially in the form set forth below:

4. Further Actions . The parties agree to take such further action and execute such additional documents as may be necessary to implement the terms and conditions of this Agreement.

5. No Oral Modifications . No supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

7. Authority . Each of the parties represents and warrants to all the other parties that the person signing this document on its behalf is duly authorized to execute this Agreement on its behalf.

10. Interpretation . All provisions of this Agreement shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

Lans Holdings, Inc.

/s/ Trevor Allen

By: Trevor Aleen, CEO

Transaction Data USA Inc.

_____________________________

By: Transaction Data USA Inc, President

ACCRUED COMPENSATION CONVERSION AGREEMENT

This Accrued Compensation Conversion Agreement (the “ Agreement ”) is made and entered into this 25th day of April, 2018 (the “ Effective Date ”) by and between Trevor Allen, Chief Executive Officer of Lans Holdings, Inc. (the “ Executive ”), and Lans Holdings, Inc., a Nevada corporation (the “ Company ”).

WHEREAS, the Company acknowledges that as of the Effective Date it owes the Executive Accrued Compensation (as defined below); and,

WHEREAS, the Company’s Board of Directors (the “ Board ”) has determined it to be in the best interest of the Company to allow the Executive to convert up to one hundred percent (100%) of the Accrued Compensation into 6,000 shares of Series C Preferred Stock of the Company (the “ Shares ”); and

WHEREAS, the Executive agrees to accept in lieu of the Accrued Compensation the Shares, understands that the Shares may be deemed compensation for federal income tax purposes and that the Company may have a withholding obligation with respect to such compensation.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. “ Accrued Compensation ” shall mean $150,000.00, which represents all monies earned or accrued by the Executive, from November 15, 2016 through April 25 ^th , 2018 but not paid to the Executive by the Company as of the Effective Date.

2. The Shares . The Executive agrees to convert the Accrued Compensation into the Shares, by delivering an executed copy of this Agreement to the Company pursuant to Section 5.

3. Consideration and Payment of Taxes .

3.1 The Executive and the Company shall each seek legal and accounting advice regarding all federal tax consequences of the Executive’s conversion of the Accrued Compensation to Shares.

3.2 Prior to or contemporaneously with the actual conversion of the Accrued Compensation to Shares, the Company shall pay directly to the Internal Revenue Service on behalf of the Executive any and all amounts owed to it as a result of the conversion, including Executive’s portion of withholding, payroll and social security taxes, as additional compensation.

4. Acceptance and Waiver . The Executive acknowledges that (a) he is accepting the Shares in lieu of payment by the Company of the Accrued Compensation in immediately available funds, (b) he waives all right to receive the Accrued Compensation in immediately available funds, and (c) upon receipt of the Shares, he has received all amounts owed to him/her by the Company as of April 25, 2018, except any outstanding expenses still to be submitted.

5. Notices and Addresses . All notices, acceptance and any other acts under this Agreement shall be in writing, and shall be sufficiently given if delivered to the addresses in person, by Federal Express or similar courier delivery or by facsimile delivery, as follows:

Executive:

At the address designated on the signature page of this Agreement.

The Company:

Lans Holdings, Inc.

Attn: Legal

or to such other address as either of them, by notice to the others may designate from time to time. The transmission confirmation receipt from the sender's facsimile machine shall be conclusive evidence of successful facsimile delivery. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing.

6. Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed, waived, discharged, or terminated orally but, rather, only by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge or termination is sought.

7. Section Headings . Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part, any of the terms or provisions of this Agreement.

8. Severability . In the event any parts of this Agreement are found to be void, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void parts were deleted.

9. Choice of Law and Jurisdiction . This Agreement shall be governed by the laws of the State of Nevada. Each of the parties consents to the jurisdiction of the applicable State or Federal Court located in Clark County, Nevada in connection with any dispute arising under this Agreement and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum nonconveniens to the bringing of any such proceeding in such jurisdictions.

10. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

11. Benefit . This Agreement shall be binding upon and inure to the benefit of the parties hereto.

IN WITNESS WHEREOF , this Agreement is entered into as of the date first set forth above.


	LANS HOLDINGS, INC.


	By:	/s/ Anthony Ribas
		Anthony Ribas Title: President
		Anthony Ribas Title: President


	EXECUTIVE


	By:	/s/ Trevor Allen
		Trevor Allen Address: City: Postal:
		Trevor Allen Address: City: Postal: