Item 3.02 Unregistered Sales of Equity Securities
On December 31, 2019, the company sold one (1) Special 2019 series A
preferred share (one preferred share is convertible 100,000,000 share of common
stocks) of the company for an agreed upon purchase price to Goldstein Franklin,
Inc., a California corporation. The Special preferred share controls 60% of the
company's total voting rights. The issuance of the preferred share to Goldstein
Franklin, Inc. gave to Goldstein Franklin, the controlling vote to control and
dominate the affairs of the company going forward.
The issuance of shares to Goldstein Franklin, Inc. was completed in reliance on
Rule 506 of Regulation D of the Securities Act of 1933, recognizing that these
parties were all accredited investors, as defined under Rule 501 of Regulation D
of the Securities Act of 1933. All securities issued were issued as restricted
securities and were endorsed with a restrictive legend confirming that the
securities could not be resold without registration under the Securities Act of
1933 or an applicable exemption from the registration requirements of the
Securities Act of 1933. No general solicitation or general advertising was
conducted in connection with the sales of the shares.
The subscription agreement executed between us and Goldstein Franklin, Inc.
included statements that the securities had not been registered pursuant to
the Securities Act of 1933 and that the securities may not be offered or sold in
the United States unless the securities are registered under the Securities Act
of 1933 or pursuant to an exemption from the Securities Act of 1933. Goldstein
Franklin, Inc. agreed by execution of the subscription agreement for the shares:
(i) to resell the securities purchased only in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act of 1933 or
pursuant to an exemption from registration under the Securities Act of 1933;
(ii) that we are required to refuse to register any sale of the securities
purchased unless the transfer is in accordance with the provisions of Regulation
S, pursuant to registration under the Securities Act of 1933 or pursuant to an
exemption from registration under the Securities Act of 1933; and (iii) not to
engage in hedging transactions with regards to the securities purchased unless
in compliance with the Securities Act of 1933. All securities issued were
endorsed with a restrictive legend confirming that the securities had been
issued pursuant to Regulation S of the Securities Act of 1933 and could not be
resold without registration under the Securities Act of 1933 or an applicable
exemption from the registration requirements of the Securities Act of 1933.
Item 5.01 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 31, 2019, the company sold one (1) Special 2019 series A preferred
share (one preferred share is convertible 100,000,000 share of common stocks) of
the company for an agreed upon purchase price to Goldstein Franklin, Inc., a
California limited liability company.
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As a result of the Securities Sales Agreement, all the former officers of
company resigned their appointments. The Company has appointed Mr. Frank I
Igwealor as the Company's Chief Executive Officer, Chief Financial Officer and
Chairman of the Board of Directors effective December 31, 2019.
Mr. Igwealor have also been elected as new director of the Company. The changes
to the board of directors of the Company will not be effective until at least
ten days after an Information Statement is mailed or delivered to all of the
Company's shareholders in compliance with Section 14(f) of the Securities
Exchange Act of 1934, as amended, and Rule 14f-1 thereunder.
The parties were arms-length at the time of entering into the transaction. There
was no relationship between the Company and Goldstein Franklin, Inc. or any
affiliate, director, officer, or associate of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On December 31, 2019, the company announced certain officer changes that will be
effective immediately. Mr. Frank I Igwealor, JD, CPA, CMA, CFM was elected the
President and Chief Executive Officer, Chief Financial Officer, and Company
Secretary of the company.
There are no arrangements or understandings between Mr. Igwealor and any other
persons pursuant to which he was selected to serve in his new position. There
are no transactions in which Mr. Igwealor has an interest requiring disclosure
pursuant to Item 404(a) of Regulation S-K.
Mr. Igwealor will become a party to employment agreements with the company,
which will provide for a base salary, subject to adjustment, and participation
in our cash incentive plan and other employee benefit plans. The agreements
would prohibit the executives from competing with the company for a period of 12
months after termination of employment. The agreements may be terminated without
cause by either party on 12 months' notice, during which period the executives
are entitled to full compensation under the agreements, including payment of
base salary, target cash incentive, and continuation of benefits.
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