Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers.

On December 28, 2021, Ryo Shirai resigned as our Chief Executive Officer and was appointed Chairman of the Board of Directors It should be noted he was previously a Director, but now also serves as Chairman of the Board of Directors. Previously, there was no designated Chairman of the Board of Directors.

The resignation of Mr. Ryo Shirai, as Chief Executive Officer, was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

On December 28, 2021, Mr. Koichi Ishizuka was appointed Chief Executive Officer of the Company.

There is no arrangement or understanding among the newly appointed officer, Koichi Ishizuka, or any other person, pursuant to which they were appointed as an officer of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

Our majority shareholders, collectively, Ryo Shirai, Hideyuki Sasaki, and Koichi Ishizuka (directly and indirectly through White Knight Co., Ltd.), and our Board of Directors, have executed a resolution to ratify, affirm, and approve an amendment to our Certificate of Incorporation, increasing the authorized shares of our Common Stock from 500,000,000 to 1,000,000,000. The Amendment was filed with the Nevada Secretary of State on December 28, 2021, effective immediately upon filing.

The Company believes that this action to increase the authorized shares of available common shares will allow the Company, amongst other things, and if it so chooses, to more easily garner investments from future capital raises through the sale of equity.

A copy of the amendment to our certificate of incorporation is attached herein as exhibit 3.13.





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  Table of Contents



ITEM 9.01 EXHIBITS



(d) Exhibits



                              EXHIBITS TO FORM 8-K



Exhibit Number  Description of Exhibit
3.1              Articles of Incorporation   (1)
3.11             Amendment to our Certificate of Incorporation   (2)
3.12             Amendment to our Certificate of Incorporation   (3)
3.13           Amendment to our Certificate of Incorporation (5)
3.2              Bylaws   (1)
10.1             Share Cancellation and Exchange Agreement   (4)
10.2           Specimen Subscription Agreement (5)

(1) Filed as an exhibit to the Company's Form 10-12G, as filed with the SEC on May 8, 2020, and incorporated herein by this reference.

(2) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on September 21, 2020, and incorporated herein by this reference.

(3) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on January 29, 2021, and incorporated herein by this reference.

(4) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on June 9, 2021, and incorporated herein by this reference.

(5) Filed herewith as an exhibit.

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