Item 5.01 Changes in Control of Registrant.
On May 16, 2022, Alpharidge Capital LLC, ("Alpharidge") a California limited
liability company, controlled by Frank I Igwealor was appointed as custodian for
the registrant by Order Granting Appointment of Custodian pursuant to NRS78.347
(Case No. A-22-850894-P) issued by the District Court of the State of Nevada in
and for Clark County (the "Court Order"). Pursuant to its authority as
Custodian, Alpharidge appointed Mr. Ambrose O. Egbuonu as President, Secretary,
Treasurer, and a member of the Board of the Company by resolutions of the
registrant's Board of Directors on May 16, 2022. On May 16, 2022, in recognition
of the $10,000 cash invested to partly pay regulatory fees to reinstate the
registrant in the State of Nevada and to have the registrant become current in
its filings under the SEC's recently imposed requirements for public companies
operating under SEC Rule 15c2-11, the Board issued one hundred (100) share of
Special 2022 Series A Preferred Stock, at par value of $0.001, in exchange for
$10,000. The Special 2021 Series A Preferred Stock has 60% voting rights over
all classes of stock. Each one (1) of the Special 2022 Series A Preferred Stock
is convertible into 200,000,000 shares of the Company's common stock. The
registrant has engaged the services of consultants, lawyers and accountants to
prepare the necessary filings with the SEC to have the registrant meet the
reporting requirements of the SEC, including the filing of annual financial
reports. The shares of Series A Preferred Stock and the shares of Common Stock
underlying the Preferred Stock were not registered under the Securities Act of
1933, as amended (the "Act"), in reliance on an exemption from registration
under Section 4(2) of the Act, and Rule 506 promulgated thereunder, based on the
limited number of purchasers, their sophistication in financial matters and
their access to information concerning the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
On May 16, 2022, in accordance with the court order, Alpharidge appointed Mr.
Ambrose O. Egbuonu as President, Secretary, Treasurer, and a member of the Board
of the Company by resolutions of the registrant's Board of Directors on May 16,
2022. The Board also appointed Mr. Frank I Igwealor as Director, CFO and
Controller of the Company.
A shareholders' rights activist, Frank Igwealor is CPA-JD-MBA-Attorney with vast
experience and expertise in areas of (1) Capital Management,
Business-Management, Turnarounds/Rationalization, Risk-Management, Finance,
Accounting, Cost/Organizational/Operational-efficiencies, Tax-Planning, and
Financial/Tax-Audits; (2) Business-law, Real Estate, Corporate Restructuring,
and Mergers & Acquisitions; (3) Investment Management, Fund Management, Fund
Administration, and Regulatory Compliance; (4) Start-up, Entrepreneurship,
Small-business Management, and Micro-enterprise Lending; and (5) Social-impact
Investments, Tax-credit Origination and Compliance, and Corporate governance.
Frank is a California licensed attorney who also holds various professional
licenses and designations including as (a) California Certified Public
Accountant (CPA); (b) Certified Management Accountant (CMA); and (c) Certified
Financial Manager (CFM). CA Licensed Real Estate Broker (#01492269) and Loan
Officer (NMLS #350878). Over the years, Frank has held various positions of
responsibilities and excelled at leading change, stabilizing chaotic situations,
transforming non-performing businesses/assets, and propelling the organizations
into sustainable growth in assets and profitability.
Item 9.01 Financial Statements and Exhibits.
(d) Financial Statements of Businesses Acquired.
99.1 Order Granting Appointment of Custodian pursuant to NRS78.347 (Case No.
A-22-850894-P) issued by the District Court of the State of Nevada in and for
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