Item 5.01 Changes in Control of Registrant.
On
As a result of the Purchase, the Purchaser owns approximately 100% of the fully diluted outstanding equity securities of the Company and approximately 100% of the voting rights for the outstanding equity securities.
The purchase price for the Preferred Stock was paid in cash. The consideration for the purchase was provided to the Purchaser from the individual's private funds. The Purchase of the Preferred Stock was the result of a privately negotiated transaction which consummation resulted in a change of control of the Registrant.
No common shares were issued in the transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Simultaneously,
As part of acquisition and control change the new management acquired all
Classes of Preferred Stock (The Control Block) as part of the resignation as per
the share purchase agreement dated
Mr.
Additional Information
As of the date of this filing, the Company has not entered into any material plans, contracts, or other arrangements (whether or not written) with its new officers and directors.
There are no arrangements or understandings among members of both the former and new control person and their associates with respect to the election of directors of the Company or other matters.
2 Item 8.01 Other Events
The issuer changed control in a civil and amicable fashion. The issuer carries
approximately
Under the terms of the agreement (control block), the interim management will resign and introduce new management and a new operating entity will be operating within the auspices and direction of the issuer and the new long term management.
Cautionary Note Regarding Forward-Looking Statements
This current report on Form 8-K contains "forward-looking statements" within the
meaning of the safe harbor provisions of the
Forward-looking statements can be identified by words such as: "anticipate,"
"intend," "plan," "goal," "seek," "aim," "strive," "believe," "project,"
"predict," "estimate," "expect," "continue," "strategy," "future," "likely,"
"may," "might," "should," "will," the negative of these terms, and similar
references to future periods. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based only on our
current beliefs, expectations and assumptions regarding the future of our
business, future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict and many of
which are outside of our control. A detailed discussion of some of the risks and
uncertainties that could cause our actual results and financial condition to
differ materially from the forward-looking statements is described under the
caption "Risk Factors" in our most recent annual report on Form 10-K, along with
our other filings with the
Any forward-looking statement made by us in this current report on Form 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
© Edgar Online, source