Item 5.01 Changes in Control of Registrant.
On December 30, 2021, Friction and Heat, LLC, the majority stockholder of the
Company, entered into a Stock Purchase Agreement with a total of 16 purchasers
(the "Purchasers") to sell a total of 241,960,000 shares of the Company's common
stock to the Purchasers for a total purchase price of $435,000.00. The shares of
the Company's common stock purchased represent 94.2% of the total number of
shares issued and outstanding as of the date hereof and thus, represent a chance
of control of the Company. None of the Purchasers acquired more than 35% of the
total number of shares of the Company's common stock issued and outstanding and
therefore, none of the Purchasers control the Company. There are no arrangements
or understandings among members of both the former and any of the Purchasers and
their associates with respect to election of directors or other matters. Each of
the Purchasers utilized their own funds to purchase their shares.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On January 6, 2022, Amitai Weiss, Asaf Itzhaik and Moshe Revach were appointed
to fill existing vacancies on the Company's Board of Directors in accordance
with the written consent of majority of directors dated January 6, 2022. None of
the newly appointed Directors had a prior relationship with the Company. In
addition, on January 6, 2022, Amitai Weiss was appointed as the Chief Executive
Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an officer and as a director of
the Company.
Mr. Weiss was founder and Chief Executive Officer of Amitay Weiss Management
Ltd. Prior to forming his company, he held several positions at Bank Poalei
Agudat Israel Ltd., most recently as Vice President of Business Marketing &
Development. He currently chairs and serves as director on the boards of several
public companies. Mr. Weiss earned his B.A. in Economics from New England
College, and his M.B.A. and LL.B from Ono Academic College in Israel.
Mr. Revach is currently Deputy Mayor of the city of Ramat Gan, Israel, and has
held the sports and government relations portfolios in the Ramat Gan
municipality, and has served in various positions with the municipality since
2008. Mr. Revach serves as a director of L.L.N IT solutions, a wholly owned
subsidiary of the Jewish Agency for Israel and of Biomedico Hadarim Ltd., and
has served as a director of the RPG Economic Society and Jewish Experience
Company on behalf of the Jewish Agency. Mr. Revach holds an LL.B from the Ono
Academic College, Israel, and a B.A. in Management and Economics from the
University of Derby.
Mr. Itzhaik is the founder of Assi Glasses, an optical brand and has served as
the Chief Executive Officer of the Company for more than 20 years. Mr. Itzhaik
is a licensed Optician.
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