Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 27, 2021, the Corporation, certain sellers of shares of our common
stock, including our sole executive officer and director Shiong Han Wee
(collectively, the "Sellers"), and Moto America, Inc.(the "Buyer") entered into
a Sale and Purchase Agreement dated September 24, 2021, pursuant to which the
Buyer agreed to purchase from the Sellers an aggregate of 436,482,690 shares of
common stock of the Company (the "Common Shares") and 10,000,000 shares of
Series A Preferred Convertible Stock (the "Preferred Shares"). The Preferred
Stock were issued to Shiong Han Wee as payment in full of all amounts owed by
the Company to Mr. Wee. The sale of the Common Shares and the Preferred Shares
consummated on October 26, 2021. The Common Shares and Preferred Shares were
purchased by using the working capital of the Buyer. As a result of the
acquisition, the Buyer holds a controlling interest in the Company and may
unilaterally determine the election of the Board and other substantive matters
requiring approval of the Company's stockholders. The securities were sold
pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of
1933, as amended, and Regulation D promulgated thereunder.
In connection with the sale of such securities, all of the executive officers
and directors of the Corporation resigned from their positions with the
Corporation and the following individuals were appointed to serve in the
capacities set forth next to their names as described below:
Name Position
Vance Harrison Chief Executive Officer, President and Director
Terina Liddiard Chief Financial Officer, Secretary and Director
Taylor Brody Chief Marketing Officer and Director
The resignations were not due to any disagreement with the Company on any matter
related to the Company's operations, policies or practices. All of the former
executive officers and directors also forgave and waived all liabilities due to
them from us in connection with such change in control.
None of the new directors or executive officers has a direct family relationship
with any of the Company's directors or executive officers, or any person
nominated or chosen by the Company to become a director or executive officer.
The new officers and directors are officers and directors of the Buyer. All new
directors and officers currently serve in their positions without compensation.
The Company expects to enter into compensation arrangements with such directors
and officers in the near future.
The following is additional information regarding our directors and executive
officers.
Vance Harrison, age 47, has a back ground of 28 years in the Automotive
business, Auto Finance and Powersports retailing business. From 2017 to current
he has been a Dealer Principle of an Automobile Franchise in Salt Lake City,
Utah. From 2009 to 2021 served as a Dealer Principle for BMW, Ducati and Triumph
Franchises in Utah. From 2010 to current , he has served as the CEO of New Start
Financial.
His career has spanned from fulfilling every position in a Dealership, including
serving as a board member of many Dealer to manufacture appointed positions.
From 2018 he has been the President of the BMW Motorrad Dealer forum. His broad
ability to create a unique culture with an experience for his employees and
customers, excelled his Dealerships to become top national performers, becoming
very well respected and a go to in his industry. Mr. Harrison is passionate
about the business side of the Powersports industry, with the unique ability to
not lose sight on the why behind what makes a successful retailer in this every
changing market place. His philosophy of a frictionless process with a
disruptive technology driven change in the sales process will be the next
evolution of the retail business, which Mr. Harrison is on the forefront of.
Vance studied business at the University of Utah in 1993.
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Vance brings to the board his 27 years of experience in building auto
dealerships and powersports dealerships, as well as an extensive retail
marketing background.
Terina Liddiard, age 51, has been in the automotive accounting business for 21
years, worked for the 9th largest Automobile retailer in the country fulfilling
many diverse accounting roles. Ms. Liddiard has been on our team for the past 2
years serving the automotive and powersports business. She oversees the day to
day operations of all of our accounting departments. Terina received her
Associates Degree in computerized accounting from Stevens-Henager College of
Business in 1987.
Terina brings to the board extensive experience in retail dealership accounting
and finance management.
Taylor Brody, age 32, has a background of 9 years in the Automotive &
Powersports Industry and 13 years in Marketing. He is currently the Director of
Marketing for three dealer groups and five dealerships. Taylor is also the
Founder of Resgato Digital Agency, which provides digital marketing services and
consulting to clients in a variety of industries. Taylor has served on
motorcycle safety panels, organized Utah's Distinguished Gentleman's Ride and
leads many motorcycle rides. Taylor received his Bachelor of Arts in Marketing
from Westminster College in 2012 where he was placed on the Dean's List.
Taylor brings to the board nearly 10 years combined experience in building auto
dealerships and powersports dealerships, as well as extensive retail marketing
background.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosure provided in Item 2.01 above is incorporated by reference herein.
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