FLUOROPHARMA MEDICAL, INC.

(FPMI)
Delayed OTC Markets  -  09:31 2022-07-01 am EDT
0.005000 USD    0.00%
06/23FluoroPharma Medical, Inc. Announces Executive Changes
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06/23FluoroPharma Medical, Inc. Appoints Frank I Igwealor as CFO
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06/23FLUOROPHARMA MEDICAL, INC. : Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)
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FLUOROPHARMA MEDICAL, INC. : Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

06/23/2022 | 06:03am EDT

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
             Certain Officers.



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 Clark County.

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