Item 5.01 - CHANGES IN CONTROL OF REGISTRANT
On October 10, 2019, Mr. Thomas Hemingway, acquired control of Two Hundred
Seventy Million (270,000,000) restricted shares of the Company's issued and
outstanding common stock, representing approximately 57% of the Company's total
issued and outstanding common stock, from Algonquin Partners, Inc., in exchange
for $140,000 per the terms of a Stock Purchase Agreement (the "Stock Purchase
Agreement") by and between Mr. Hemingway, and Algonquin Partners, Inc..
There are no arrangements or understandings between Mr. Hemingway and Algonquin
Partners, Inc. and/or their respective associates with respect to the election
of directors or other matters.
The following table sets forth, as of September 28, 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 8,104,233 shares of common stock issued and outstanding.
Amount and Nature of Percentage of
Name and Address of Beneficial Owner Beneficial Ownership Beneficial Ownership
Directors and Officers:
Thomas Hemingway (CEO, Director)
3,010,000 37 %
David P. Noyes (CFO) 750,000 9 %
Michael Krall (President, COO, Director) 2,550,000 32 %
Jeffrey Donnell (EVP Operations,
Director) 800,000 10 %
Robert Orbach (Director) 500,000 6 %
All executive officers and directors as
a group (5 persons) 7,610,000 94 %
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(1) Mr. Thomas Hemingway acquired these shares on October 10, 2019, in a private
transaction from Algonquin Partners, Inc., who is controlled by Joseph Arcaro,
our former sole officer 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 October 10, 2019, Mr. Joseph Arcaro resigned from all positions with the
Company, including as President, Chief Executive Officer, Treasurer, Chief
Financial Officer, Secretary and as a Director, The resignation of Mr. Arcaro
was not the result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.
On October 10, 2019, the following persons were appointed as the Company's
Officers and Directors:
Mike Krall President
Thomas Hemingway Chief Executive Officer
David Noyes Chief Financial Officer
Mike Krall Chief Operating Officer
Thomas Hemingway Treasurer
Thomas Hemingway Secretary
Thomas Hemingway Director/Chairman of the Board
Mike Krall Director
Jeff Donnell Director and EVP Operations
Robert Orbach Independent Director
Effective June 1, 2020
Pam Daily Chief Marketing Officer
The Following sets forth the biographical information for the Company's Officers
and Directors:
Thomas Hemingway, Age 64: Chairman and CEO, Currently, Chairman and President of
Redwood Investment Group (1996 to current), and Pillar Marketing Group, Inc.
(April 2011 to current) Previously, the Founder, Chief Executive Officer and
Chairman of Oxford Media (2004 to 2006) and Chief Executive Officer and Chairman
MetroConnect (2007 to 2009). Mr. Hemingway has also served as CEO and Chairman
of Esynch Corporation and Chairman and CEO of Intermark Corporation, a software
developer and publisher in the entertainment markets. Prior, Mr. Hemingway was
President and CEO of Omni Advanced Technologies and Intellinet Information
Systems. In addition, Mr. Hemingway has been a consultant and or board member to
several NASDAQ and privately held companies. Bachelor of Sciences, Political
Science, SUNY Albany.
Michael Krall, Age 67: President, COO and Board Member of BioQuest Corporation
since October 2019 to current. Mr. Krall was the founder of PURE Bioscience,
Inc. Where he has held the positions of President, CEO and Chairman of the Board
from 1998 to 2014. From 2015 to present, Mr. Krall has advised companies on
biotech products and processes. Additionally, he is an inventor and co-inventor
of dozens of domestic and international patented biotech products. Mr. Krall
brings a wealth of knowledge of the biotech, manufacturing and securities
industries including leadership ability, dedication and commitment to excellence
which makes him well suited to this highly regulated industry.
Jeffery Donnell, Age 69: CBDO (Chief Business Development Officer, Board Member)
since October 2019 Mr. Donnell has served in senior level positions for private
and public companies over the past 40 years including COO of Enviroguard
Sciences, LLC, (2003 to 2007) a distribution company for bio-chemical products
throughout the United States. Executive Vice President of Business Development
for Pure Bioscience, (2007 to 2013) a public company responsible for the
production and distribution of biochemical products nationally and
internationally. From 2015 to current Mr. Donnell has been providing advisory
services to companies on a part-time basis. Established and expanded business
relations with Fortune 500 companies including Cardinal Health, CareFusion and
Brenntag.
42
David Noyes, Age 77: CFO - recently, Fort Worth based EnviroSolar Power, a green
energy solutions provider to the home energy marketplace since March 2014.
Previously he was CFO for KOR Company, Inc. a commercial fire and security
company from November 2012 until March 2014. Previously he was Managing Director
of Monarch Capital Resources, Inc., a business-consulting firm. He is co-founder
and EVP for Tech Energy Services, Inc. a green energy technology firm. He has
been CFO of five publicly traded companies, most recently NextPhase Wireless,
Inc. from February 2007 through March 2008; Oxford Media, Inc. from August 2004
through February 2007; Local.com from January 2001 through January 2003 and
Mergence Corporation from September 1999 through November 2000. He was Chief
Executive Officer and Chief Financial Officer and Director of Ortho Mattress
from 1996 through 1997; President, Chief Financial Officer and Director of
California Software Products, Inc. in 1996 and Director and Chief Financial
Officer of Griswold Industries in 1994 and 1995. Previously he was President,
Director and Chief Executive Officer of Structural Coatings, Inc. and Executive
Vice President, Chief Executive Officer, Chief Operating Officer and Chief
Financial Officer of General Power Systems, Power Paragon and Scientific
Drilling International. He was a senior Manager with Ernst and Young, is a
Certified Public Accountant and has an MBA from the Anderson School of
Management at UCLA. He has served on several Boards of Directors and has
extensive SEC experience and has raised in excess of $500 million.
Robert Orbach, Age 66: Director, BioQuest Corporation, since October 2019, is a
seasoned, accomplished entrepreneur with talent for recognizing emerging trends
since 1992 and a proven track record for building strategic partnerships. Mr.
Orbach has been providing advisory services on a part time basis to companies
from 2015 to present. Bobby has over 30 years' experience in retail, finance, IP
and building emerging technology companies. Mr. Orbach was one of the founders
of 47th Street Computers and electronics, a large retailer in the late 80's and
90's. He advised countless technology companies and managed successful business
deals. Bobby has served as a director and board member of many public and
private sector companies. Bobby has been a broker and advisor in the IP
monetization business and has successfully sold and brokered over 60 technology
patent portfolios. He was awarded Excellence and Quality service award from
Intellectual Ventures in 2012. Throughout his career, Bobby has aligned his
business interests with his personal values - nurturing human potential and
promoting people relations as well as supporting philanthropic causes. Mr.
Orbach is an advisor and on the board of several charities and nonprofit
community organizations.
Effective June 1, 2020
Pamela A Daily, Age 69: Chief Marketing Officer Pam is one of the founders of
the infomercial direct marketing industry. She has been instrumental in the
rapid financial and physical growth of multiple fortune 500 companies. Over the
past thirty years, Pamela has held Executive positions with companies such as
Media Arts International, National Media Corporation, Reliant Interactive,
Achievement Dynamics (Verbal Advantage), Vision Direct Marketing, Aftermarket
Company, Global Efficient Energy, Majic Beauty Inc. and many others. In all of
these entities, Pam's executive duties resulted in record increases in revenues.
Previous to Daily's Executive Management and Marketing career, she held Sales
and Marketing positions in the field of corporate advertising with AT&T, Gannett
Corporation and NBC.
Family Relationships
The current Officers and Directors do 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 the Officer and Director
appointments reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
None.
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ITEM 5.06
CHANGE IN SHELL COMPANY STATUS
As a result of the consummation of the Change Of Control in Item 5.01 and the
additions of business operations described in this Current Report on Form 8-K,
we believe that we are no longer a "shell company," as that term is defined in
Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.
ITEM 9.01
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BIOQUEST CORP. 
