Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Effective September 28, 2021, the Securities and Exchange Commission had
released and published a Final Rulemaking on Publication or Submission of
Quotations without Specified Information, amending Rule 15c2-11 under the
Securities Exchange Act of 1934 ("Rule 15c2-11," the "Amended Rule 15c2-11"),
said revised rules indicated when and how a company's stock can be publicly
quoted.Federal securities laws, such as Rules 10b-5 and 15c2-11 of the
Securities Exchange Act of 1934 as well as Rule 144 of the Securities Act of
1933, and state Blue Sky laws, require issuers to provide adequate current
information to the public markets.
To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11's
modified, among other modifications, the "piggyback exemption" that required
that (i) the specified current information about the company is publicly
available, and (ii) the security is subject to a one-sided (i.e., a bid or
offer) priced quotation, with no more than four business days in succession
without a quotation. Further, under Amended Rule 15c2-11, shell companies, like
the Company, may not be able to have broker-dealers rely on the piggyback
exemption.
It is our present intent to continue to make adequate current information about
the Company available pursuant to the Securities Exchange Act of 1934 and
Amended Rule 15c2-11 and at such time as the Company is not a shell issuer, to
have our securities eligible for public quotations on an ongoing basis under the
then applicable rules.
Under Amended Rule 15c2-11, on March 28, 2023, broker-dealers may no longer be
able to publish proprietary quotes in our Company (or in any shell issuer). The
Company's Common Stock may, however, continue to be the subject of unsolicited
customer quotations by broker-dealers.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
See Form 8-K filed on March 6, 2023 for information on the departure of a
director and principal officer of the Company.
On March 11, 2023, the Company has selected Quynh Hoa T. Tran (aka Quinn Tran)
as a director, by written consent of the majority shareholder, and not by the
vote of security holders at an annual meeting or special meeting convened for
such purpose.
Repository Services LLC sought out Ms. Tran as a director of the Company for her
specific business acumen as described below and a consideration of her diverse
work experience, her social-economic characteristics and her demographic
location in the Silicon Valley area of California. Although Ms. Tran is from the
Country of Vietnam and now resides in the United States, Repository Services LLC
did not specifically consider any self-identified diversity characteristics when
selecting her as a director.
Ms. Tran holds office until the next annual meeting of stockholders and until
her successor or successors have been duly elected and qualified. There are no
agreements with respect to her selection to serve on our Board of Directors. We
do not compensate our directors. Officers are appointed annually by the Board of
Directors and each executive officer serves at the discretion of the Board of
Directors.
Ms. Tran will serve as our President and Chief Executive Officer.
We do not have any standing committees at this time. Ms. Tran is currently the
Company's sole officer and director. Although no compensation will be paid to
her for services rendered prior to or in connection with her services to the
Company, she may receive reimbursement for out-of-pocket expenses incurred by
her in connection with activities on the Company's behalf.
Ms. Tran received her BS and MBA from San Francisco State University. Ms. Tran
has extensive leadership experience with Fortune 500 and technology startups,
spanning global business development, marketing, sales, strategic alliances and
operations. She is a serial entrepreneur, a transformative leader, and has led
$1+Billion business entities as well as scaled startups from inception to over
$150M in revenue, resulting in successful IPO and M&A exits.
Ms. Tran returned to the private sector to focus building startups after serving
her tour of duty as Chief Executive Officer of the American Red Cross-Silicon
Valley. [The Red Cross organization has over 1500 volunteers and paid staff
dedicated to life saving mission and driving innovation with technology partners
such as Apple, Cisco, Facebook, Google, PayPal.] Prior to the Red Cross, Ms.
Tran was Managing Partner of GlobAll Connect LLC, a technology development
company she co-founded that focused on Software Services and Renewable Energy.
Before GlobAll Connect, Ms. Tran served as Chief Marketing & Business
Development Officer for Kodak NexPress, a Kodak $500 Million digital imaging
company.
Ms. Tran was co-founder and the Vice President and General Manager for
ColorgrafX Systems where she grew the business from startup to $150 million, and
subsequently acquired by Xerox. Ms. Tran also led Sun Microsystem's expansion
into the Commercial Markets by developing business strategies and marketing
efforts into the Financial Services and Commercial sectors, thus generating $3
Billion of new growth for Sun.
Ms. Tran is a senior fellow and former Board Member of the American Leadership
Forum-Silicon Valley. American Leadership Forum is an organization dedicated to
bringing together leaders from diverse sectors of the community to explore
leadership philosophies and strengthen their commitment to work together on
issues impacting Silicon Valley and the region. Ms. Tran also served on the
Board of Directors of MapInfo Inc (a Nasdaq listed software company) and
numerous Silicon Valley organizations to include The Children's Discovery Museum
of San Jose and the American Cancer Society. Ms. Tran has coached students
enrolled in Global Entrepreneurship Studies at Stanford University and serves on
advisory boards of several technology companies focusing on EV/smart mobility,
Fintech, Artificial Intelligence, Health and Blockchain technologies.
Section 8 - Other Events Item
8.01 Other Events.
Repository Services LLC, the controlling shareholder of the Company,
contemplates requesting the Board of Directors to increase the authorized shares
of Common Stock of the Company. As of February 28, 2023, the Company had
50,000,000 shares of authorized Common Stock and 39,469,491 shares of Common
Stock issued and outstanding, together with 50,000,000 shares of authorized
Preferred Stock and no shares of Preferred Stock outstanding.
Following the increase in authorized shares proposed by the controlling
shareholder of the Company, the Company will have authorized 500,000,000 shares
of Common Stock with 34,476,816 shares of Common Stock issued and outstanding
together with 5,000,000 shares of Preferred Stock authorized and no shares of
Preferred Stock issued and outstanding. Authorized but unissued shares will be
available for issuance, and we may issue such shares in the future. If the
Company issues additional shares of Common Stock (or Preferred Stock that is
convertible into Common Stock), the percentage ownership interest of holders of
the Company's shares of Common Stock will be diluted.
There are certain advantages and disadvantages of increasing the Company's
authorized Common Stock. The advantages include (i) the ability to issue shares
of the Company's Common Stock in exchange for the Company's debt, (ii) the
ability to raise capital by issuing capital stock under future financing
transactions, if any, and (iii) to have shares of common stock available to
pursue business expansion opportunities, if any. The disadvantages include (i)
dilution to the existing shareholders, including a decrease in our net income
per share in future periods. This could cause the market price of our stock to
decline,(ii) the issuance of authorized but unissued stock could be used to
deter a potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the desires of the Company's
Board of Directors, at that time. A takeover may be beneficial to independent
shareholders because, among other reasons, a potential suitor may offer such
shareholders a premium for their shares of stock compared to the then-existing
market price. The Company does not have any plans or proposals to adopt
provisions or enter into agreements that may have material anti-takeover
consequences.
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