Item 5.01 - CHANGES IN CONTROL OF REGISTRANT
On September 9, 2020, John Karatzaferis, acquired control of Twenty Eight
Million Five Hundred Thousand (28,500,000) restricted shares of the Company's
issued and outstanding common stock, representing approximately 91.3% of the
Company's total issued and outstanding common stock, from James Bedal, Michael
Taylor and Jeffrey Taylor in exchange for $300,000 per the terms of a Stock
Purchase Agreement (the "Stock Purchase Agreement") by and amongst Mr.
Karatzaferis, Mr. Bedal, Mr. J.Taylor and Mr. M.Taylor.
There are no arrangements or understandings between Ms. Bedal and Mr.
Karatzaferis and/or their respective associates with respect to the election of
directors or other matters.
The following table sets forth, as of September 9, 2020, the beneficial
ownership of the outstanding common stock by: (i) any holder of more than five
(5%) percent; (ii) each of our executive officers and directors; and (iii) our
directors and executive officers as a group. Unless otherwise indicated, each of
the stockholders named in the table below has sole voting and dispositive power
with respect to such shares of common stock. As of the date of this Current
Report, there are 31,195,000 shares of common stock issued and outstanding.
Percentage of
Amount and Nature of Beneficial
Name and Address of Beneficial Owner Beneficial Ownership Ownership
Directors and Officers:
John Karatzaferis
28,500,000 91.3%
All executive officers and directors as a 28,500,000 91.3%
group (1 person)
(1) Mr. John Karatzaferis acquired these shares on September 9, 2020 in a
private transaction from Mr. James Bedal, Mr. Jeffrey Taylor and Mr. Michael
Taylor, our former officers and directors.
Other than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common stock.
There are no arrangements known to the company, the operation of which may, at a
subsequent date, result in a change in control of the company.
Item 5.02 - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On September 9, 2020, (i) Mr. James Bedal resigned from all positions with the
Company, including as Chief Executive Officer, Chief Financial Officer and as a
Director, (ii) Mr. Michael Taylor resigned as the Chief Technical Officer and as
a Director, and (iii) Mr. Jeffrey Taylor resigned as Secretary and as a
Director. The resignations of Mr. Bedal, Mr. J. Taylor and Mr. M. Taylor were
not the result of any disagreement with the Company on any matter relating to
the Company's operations, policies or practices.
On September 9, 2020, Mr. John Karatzaferis was appointed to the Company's Board
of Directors and as the Company's President, Chief Executive Officer, Treasurer,
Chief Financial Officer, and Secretary.
The following sets forth biographical information for Mr. John Karatzaferis:
John Karatzaferis. age 47: Mr. John Karatzaferis is currently our sole officer
and director. He has for the past five years been the CEO of America-Swiss
Capital, Inc., a private real estate development and consultant in Eastern
Europe. Mr. Karatzaferis has broad experience in the consulting and recruitment
fields in both Australia and Europe. He served for 25 years as a consultant for
several major organizations, including PeopleCo., AGWS, and NAB Bank in
Melbourne, Australia. For three years from 2013 through 2016, he worked
exclusively in debt management and credit control for NAB Bank and NCC in
Melbourne, Australia. Mr. Karatzaferis received a diploma for accounting and
computing. Due to Mr. Karatzaferis' experience in accounting, operating
businesses and real estate we believe that he will be an important addition to
the Company.
Family Relationships
Mr. John Karatzaferis does not have a family relationship with any of the
current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. John Karatzaferis
reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
None.
(d) Exhibits
10.1 A Copy of the Asset Purchase Agreement by and between Filed Herewith
Code 96 LLC and the Company, dated September 8, 2020
17.1 Resignation of James Bedal as CEO, CFO, President, Filed Herewith
Treasurer and Director of the Company .
17.2 Resignation of Michael Taylor as Secretary of the Filed Herewith
Company.
17.3 Resignation of Jeffrey Taylor as Director of the Filed Herewith
Company.
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