Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2020, Justin Anderson, the Company's sole director, appointed Douglas
W. Samuelson as a director and Mr. Anderson resigned as a director and officer
of the Company. Mr. Anderson was the Company's chief executive officer,
president and chairman of the board.
On May 27, 2020, the board of directors, consisting of Mr. Samuelson, appointed
Mr. Samuelson, who was the Company's chief financial officer, as president,
chief executive officer and secretary
Mr. Samuelson has served as the Company's chief financial officer since
September 1, 2015. He is a finance professional with progressive experience
within public and private sectors with significant experience in SEC reporting
and regulations, internal audit and Sarbanes-Oxley compliance, and business
operations, systems, controls and processes for a wide variety of industries.
From 2014 until 2015, Mr. Samuelson performed CFO contract services for a small
public company, handling all SEC reporting and financial reporting
responsibilities, performing consulting services to several public companies,
primarily relating to Sarbanes-Oxley compliance, and assisting them with SEC
financial reporting and GAAP technical consulting. From 2012 to 2014, Mr.
Samuelson served as chief financial officer to Medacata USA, Inc., an orthopedic
distributor of hip, knee and spine implants and surgical instruments with $50
million in revenues. From 2011 to 2012, he performed consulting services to
several public companies, primarily relating to Sarbanes-Oxley compliance, also
assisted them with SEC financial reporting and GAAP technical consulting. From
2010-2011, Mr. Samuelson served as director of accounting and financial
reporting for Response Genetics, Inc., a publicly traded company located in Los
Angeles, California. From 2005 to 2010, Mr. Samuelson was director of auditing
services for the CPA firm of J.H. Cohn, LLP located in Woodland Hills,
California.
Item 8.01 Other Events
On May 26, 2020, the Company and Justin Anderson and Stacey Anderson agreed in
principal to the rescission of the December 19, 2019 acquisition by the Company
of all of the capital stock of JAS Practice Management, Inc., a Texas
corporation doing business as JAS Consulting, Inc. ("JAS"), from Justin
Anderson, who, at the time, was the Company's sole director and chief executive
officer, and his spouse, Stacey Anderson. As previously reported, as
consideration for the acquisition of JAS, the Company paid $250,000, issued
3,500,000 shares of common stock and issued its 8% promissory notes due December
31, 2020 in the principal amount of $250,000. The decision to rescind the
purchase followed the discovery of certain adverse information concerning JAS in
connection with the audit of JAS' financial statements for the year ended
December 31, 2019. The parties are in the process of negotiating the terms of
the rescission. As a result of the rescission, the Company's financial
statements for the year ended December 31, 2019, will reflect the operations of
the Company and will not reflect the operations of JAS. The Company anticipates
that it will also incur a charge in connection with the rescission. Mr.
Anderson resigned as the Company's sole director and chief executive officer in
connection with the rescission of the JAS acquisition.
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