Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 13, 2022, Business Warrior Corporation (the "Company") terminated its
employment agreement with Timothy Li for cause as further described below. On
October 19, 2022, a majority of the voting power of the Company voted to remove
Timothy Li as a director of the Company.
On October 13, 2022, in the course of a review of the financial statements of
Fluidfi Inc., d/b/a Alchemy, a wholly owned subsidiary of the Company
("FluidFi") acquired on June 8, 2022, it was discovered that Timothy Li
transferred $200,000 from the FluidFi bank account to his personal account on
June 18, 2022, without authorization. Mr. Li provided a notation on the transfer
that it was for "basic employee payroll." However, this was not a transfer to an
employee payroll account. Instead, Mr. Li processed a direct ACH transfer from
the Fluidfi bank account to his personal account. Mr. Li was not authorized to
transfer any Company funds to himself.
At the time of the unauthorized transfer, the Company was in the process of
transitioning all FluidFi related accounts to Business Warrior's financial
staff. Mr. Li, previously an officer of FluidFi had access to the account prior
to the Company's acquisition of FluidFi and was participating in the transition
of FluidFi's financial and other accounts to the Company, where Mr. Li had the
position of Chief Technology Officer and as a member of Business Warrior's board
of directors prior to his termination.
As of July 2022, Business Warrior completed the transition and took control of
FluidFi's financial information, accounting, and invoicing - removing Mr. Li for
any business-related transactions.
Mr. Li has acknowledged that he transferred the funds and claims he was entitled
to the funds. He has refused to return the funds. A police report has been filed
with the Irvine, California police department.
At the time of this filing, it appears the unauthorized transfer is isolated to
Mr. Li and no further financial discrepancies have occurred since the
acquisition of FluidFi. We are continuing to review transactions of FluidFi both
before and after its acquisition by the Company.
The Business Warrior business plan remains intact with the Company reorganizing
its technology teams for improved product delivery, efficiencies, and consistent
best practices. The result is a unified technology team consisting of Business
Warrior and FluidFi employees working on both current and future products. The
team is led by Jonathan Brooks, president of the Company along with Jason
Doolittle, the company's Vice President of Lending. This reorganization was
started prior to the termination of Mr. Li.
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