Item 5.01 Changes in Control of Registrant.
On August 31, 2021, Alpharidge Capital LLC, ("Alpharidge") a California limited
liability company, controlled by Frank I Igwealor was appointed as custodian for
the registrant by Order Granting Appointment of Custodian pursuant to NRS78.347
(Case No. A-21-837989-P) issued by the District Court of the State of Nevada in
and for Clark County (the "Court Order"). Pursuant to its authority as
Custodian, Alpharidge appointed Mr. Frank I Igwealor as the sole member of the
Board and President, Secretary and Treasurer of the Company by resolutions of
the registrant's Board of Directors on August 31, 2021. On August 31, 2021, in
recognition of the $35,000 cash invested to partly pay regulatory fees to
reinstate the registrant in the State of Nevada and to have the registrant
become current in its filings under the SEC's recently imposed requirements for
public companies operating under SEC Rule 15c2-11, the Board issued one hundred
(100) share of Special 2021 Series A Preferred Stock, at par value of $0.001, in
exchange for $35,000. The Special 2021 Series A Preferred Stock has 60% voting
rights over all classes of stock. Each one (1) of the Special 2021 Series A
Preferred Stock is convertible into 200,000,000 shares of the Company's common
stock. The registrant has engaged the services of consultants, lawyers and
accountants to prepare the necessary filings with the SEC to have the registrant
meet the reporting requirements of the SEC, including the filing of annual
financial reports.
The shares of Series A Preferred Stock and the shares of Common Stock underlying
the Preferred Stock were not registered under the Securities Act of 1933, as
amended (the "Act"), in reliance on an exemption from registration under Section
4(2) of the Act, and Rule 506 promulgated thereunder, based on the limited
number of purchasers, their sophistication in financial matters and their access
to information concerning the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On August 31, 2021, in accordance with the court order, Alpharidge appointed Mr.
Frank I Igwealor as the sole member of the Board and President, Secretary and
Treasurer of the Company.
A shareholders' rights activist, Frank Igwealor is CPA-JD-MBA-Attorney with vast
experience and expertise in areas of (1) Capital Management,
Business-Management, Turnarounds/Rationalization, Risk-Management, Finance,
Accounting, Cost/Organizational/Operational-efficiencies, Tax-Planning, and
Financial/Tax-Audits; (2) Business-law, Real Estate, Corporate Restructuring,
and Mergers & Acquisitions; (3) Investment Management, Fund Management, Fund
Administration, and Regulatory Compliance; (4) Start-up, Entrepreneurship,
Small-business Management, and Micro-enterprise Lending; and (5) Social-impact
Investments, Tax-credit Origination and Compliance, and Corporate governance.
Frank is a California licensed attorney who also holds various professional
licenses and designations including as (a) California Certified Public
Accountant (CPA); (b) Certified Management Accountant (CMA); and (c) Certified
Financial Manager (CFM). CA Licensed Real Estate Broker (#01492269) and Loan
Officer (NMLS #350878). Over the years, Frank has held various positions of
responsibilities and excelled at leading change, stabilizing chaotic situations,
transforming non-performing businesses/assets, and propelling the organizations
into sustainable growth in assets and profitability.
Item 9.01 Financial Statements and Exhibits.
(d) Financial Statements of Businesses Acquired.
99.1 Order Granting Appointment of Custodian Pursuant to NRS78.347 (Case No.
A-21-837989-P) issued by the District Court of the State of Nevada in and for
Clark County.
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