Item 3.03 Material Modification to Rights of Security Holders.
The disclosures under Items 5.01 and 5.02 below are incorporated herein by
reference.
Item 5.01 Changes in Control of Registrant.
On January 26, 2023, made effective January 1, 2023, the Company and Mr. Matthew
Wolfson entered into an executive employment agreement. The Company agreed, as
partial consideration for Mr. Wolfson's continuing service as Chief Executive
Officer and Chief Financial Officer, to issue Mr. Wolfson the one share of
authorized preferred Series "B" common stock. As a result, Mr. Wolfson shall be
entitled to that number of votes equal to the total number of eligible votes of
issued and outstanding shares of Common Stock, and all other securities of the
Corporation, plus one hundred thousand (100,000) votes on a fully diluted basis,
it being the intention of the Company that Mr. Wolfson shall have effective
voting control of the Corporation, on a fully diluted basis. Mr. Wolfson shall
vote together with the holders of Common Stock as a single class. There were no
arrangements or understandings between the Company and Mr. Wolfson regarding the
issuance of the Series "B" preferred common stock with respect to election of
directors or other matters.
Item 5.02 Compensatory Arrangements of Certain Officers.
(c)(3) On January 26, 2023, made effective January 1, 2023, the Company entered
into an executive employment agreement with Mr. Matthew Wolfson, its current
Chief Executive Officer, and Chief Financial Officer, for a three-year term
effective January 1, 2023, renewable for successive one-year terms thereafter.
The Company and Mr. Wolfson agreed to maintain his current annual salary as
Chief Executive Officer in the amount of $265,000 per year. Additionally, the
Company agreed to a monthly per diem executive expense allowance of $2,000, and
an incentive package that is triggered by 10% annual growth, and 5% or 10%
quarterly growth in gross revenues over the previous respective periods. The
incentive benefits are 25 million common shares for the annual growth trigger,
and $5,000 for the 5% quarterly growth trigger, and $10,000 cash for a 10%
quarterly growth trigger. In the event the Company successfully up lists to a
senior exchange, the Company agreed to issue Mr. Wolfson ten million shares of
common stock. The Company agreed to issue Mr. Wolfson its Series "B" preferred
stock.
Separately, the Company and Mr. Wolfson agreed to an annual salary of $100,000
for his services as Chief Financial Officer commencing on January 1, 2023.
Mr. Wolfson has the option to settle any or all unpaid accrued salary or
incentive bonus payments with the Company's common stock.
On February 1, 2023, effective January 1, 2023, the Company appointed Robert L.
Hymers, III, age 39, as an independent director and member of the compensation
committee of the Company for a term of six months. There was no arrangement or
understanding between Mr. Hymers and any other person pursuant to which he was
named as an independent director. There are no arrangements or understandings
between Mr. Hymers and any other person, in each case, pursuant to which Mr.
Hymers was appointed to serve on the Board. There are no family relationships
between Mr. Hymers and any other director or executive officer of the Company
and there have been no transactions between Mr. Hymers and the Company in the
last fiscal year, and none are currently proposed, that would require disclosure
under Item 404(a) of Regulation S-K. The registrant and Mr. Hymers entered into
a contract providing for a monthly salary of $5,000 payable in an equivalent
number of common shares registered on Form S-8.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 31, 2023, the board of directors approved a resolution to amend the
Company's Certificate of Incorporation to: (1) increase the Company's authorized
shares to two billion and one shares of capital stock, including: one hundred
and ninety-nine million shares designated as "Common Stock," with a par value of
$0.00001 per share; one million shares designated as "Series A Preferred
Shares," par value $0.00001 per share; and one share designated as "Series B
Preferred Shares," par value $0.00001 per share. Concurrently, and pursuant to
Section 2.11 of the Company's By-Laws, shareholders holding a majority of the
votes eligible to be cast approved by written consent the proposed amendments to
the Company's Certificate of Incorporation. The amendments were filed with the
Delaware Secretary of State and recorded on January 31, 2023. The Company will
amend this Form 8-K with the filed Certificate of Amendment once received from
the State of Delaware.
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