Item 3.02 Unregistered Sales of Equity Securities.
On September 19, 2022, the Registrant sold 500,000 shares of Series "A"
Preferred Stock to Matthew Wolfson. The issuance was in consideration for Mr.
Wolfson's commitment to continue to serve as the Registrant's Principal
Executive Officer and separately as the Registrant's Principal Financial and
Accounting Officer pending completion of respective amendments to Mr. Wolfson's
executive employment agreement with the Registrant, which as of its effective
date, only secured Mr. Wolfson's services as Principal Executive Officer and not
as Principal Financial and Accounting Officer. The Series "A" Preferred Shares
were issued in reliance on Section 4.2 of the Securities Act. The shares of
Series "A" Preferred stock are not eligible to participate in dividends and
distributions. No interest is payable on any shares of Series "A" Preferred
stock. There are no conversion rights associated with the Series "A" Preferred
stock. The Series "A" Preferred stock holds senior liquidation rights to all
other classes of shares, including common shares.
Item 5.01 Changes in Control of Registrant.
The Registrant incorporates by reference its disclosures in Item 3.02 above.
As noted, the Registrant and Mr. Wolfson's current contract only extends to
securing and compensating Mr. Wolfson for his services as Principal Executive
Officer. Mr. Wolfson has been providing material additional services to the
Registrant as Principal Financial and Accounting Officer. Mr. Wolfson advised
the Registrant that revisions to his contract are necessary to address this
discrepancy. In order to secure Mr. Wolfson's continued services during the
interim period while revisions to his contract with the Registrant are
finalized, the Registrant agreed to issue the subject Series "A" Preferred
shares as consideration.
The shares of Series "A" Preferred stock has a voting preference of 100 votes
for every one share of Series "A" Preferred stock owned. As of the date of this
filing, Mr. Wolfson now owns a total of 1,000,000 shares of Series "A" Preferred
stock, and 15,406,250 common shares, totaling 115,406,250 common shares eligible
to vote on any matter brought before the stockholders, or 75.48% of the shares
eligible to vote.
In consideration of the issuance, Mr. Wolfson committed to remain in his roles
as Principal Executive Officer and separately as the Registrant's Principal
Financial and Accounting Officer pending amendments and revisions to his
employment agreement, which the Registrant will disclose on Form 8-K once
completed. There were no arrangements for the election of directors between Mr.
Wolfson and the Registrant pursuant to this issuance.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 19, 2022, the Registrant's Board of Directors approved a resolution
amending the corporation's Certificate of Incorporation to increase its total
number of authorized shares as follows:
Fourth. The aggregate number of shares which the Corporation shall have the
authority to issue is One Billion, One Million and one shares (1,001,000,001),
including Nine Hundred and Ninety Nine Million (999,000,000) shares of capital
stock designated as "Common Stock" with a par value of $0.00001 per share; One
Million (1,000,000) shares designated as "Series "A" Preferred Shares, par value
$0.00001 per share; and One (1) share designated as "Series "B" Preferred
Shares" par value $0.00001 per share.
On September 21, 2022, a majority of the shareholders eligible to vote approved
by written consent the proposed amendments to the Certificate of Incorporation
and the amendment was filed with the Delaware Secretary of State. Upon receipt
of the filed amendment, the Registrant will amend this Form 8-K to include the
exhibit required under Item 601(b)(3).
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