Item 1.01 Entry Into a Material Definitive Agreement.
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Effective upon the close of the acquisition, the Shareholders shall have the right to appoint three (3) members to the Company's board of directors (the "Board") to serve for one term until their successors are elected and qualified. The Board shall compromise not more than five (5) directors, and one of the three nominees of the Shareholders shall act as chairman of the Buyer.
Simultaneously with the Closing, but in no event later than five (5) business days from the Closing Date, the Company will convert all of the 710,676 shares of issued and outstanding preferred stock consisting of Series A,B,C and D preferred stock, into 15,920,945 shares of common stock. After the conversion of the preferred stock, the converted shares together with the current issued and outstanding common stock will not total more than 17,000,000 shares held by the shareholders of the Company immediately prior to the Closing. After the Closing, the Company will have 328,672,730 shares issued and outstanding of which 311,672,730 shares, or approximately 95%, are owned by the Shareholders.
The foregoing description of the Acquisition Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the document, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.02. The issuance of by the Company of 311,672,730 to seven (7) shareholders of Carbon Zero, for the acquisition of Carbon Zero were made in reliance on the exemption from registration afforded under Section 4(2), of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. Such offer and sale were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the Shareholders in connection with the issuance by the Company of the Shares. All of the Shareholders are sophisticated investors and they all represented that they were acquiring the Shares for investment purposes.
Item 5.01. Changes in Control of Registrant
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Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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2021 - Present Director Capstone Global Markets Ltd (Caymans)
2013 - 2018 Marketing Director Granite Power Ltd
? Responsible for the roll out of the renewable energy technology into the markets.
? secured terms and agreements for locations in the Pacific Islands,
? represented the company in capital raising endeavors, including equity, debt, structured finance and financial engineering in regard to the needs of the client base.
2017 -
? oversaw the Compliance functions and advise the Board as to the requirements
needed to begin trading. I am currently a Director for the parent company,
2013 - 2018 Responsible Manager MXT Global/ Vantage FX
? Chair the
? presided over the issues of a rogue staff member that dealt outside the policies and procedures of the company to ensure that there were no breaches of the license conditions, and all aspects of the license conditions were adhered to.
We believe that
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2019 to Present: Apollon 7 Group,
? In addition to continue to provide clients with real estate investment
consultation, I am responsible to recruit, train and manage real estate agents
and prescribe daily activity tasks to lead them to top producers. ? Provide real estate and business acquisition advisory to guide clients through
achieving investment goals. ? Guide agents through real estate transactions and ensure compliance standards
were in place while providing real estate services.
? Successfully closed real estate and business transactions of over
in 2021.
2014 to 2019: KW Commercial and Berkshire Hathaway HomeServices,
? Offer a fast and courteous customer service by resolving issues/conflicts and
negotiating agreements to both buyer and seller. ? Differentiate various properties with similar features to determine competitive
market prices and provide competitive solutions. ? Effectively manage and acquire new contracts as well as prepare all
requirements for title searches of properties being sold.
2010 to 2013: Amazon.com,
? Provide financial analysis and oversight for Amazon.com, INC., overseeing
payment processing for 2,000 inventory vendors and ensuring on time payment
rate of more than 95% in 2012. ? Proactively provide problem resolution skills and assistance for current
payment system and key involvement in all aspects of operating systems -
provided earning forecast, diagnosed payment issues and implemented viable
solutions.
? Effectively manage customer relations with foreign vendors and quickly initiate
and respond to vendor inquiries. ? Identified and claimed ownership of project to efficiently clear outstanding
vendor balances and collaborate with vendors to resolve all issues and
successfully increased vendor payment timeframes. ? Provide trainings and guidance to associates located locally and
internationally to effectively analyze, diagnose problems and continue to
maintain on active invoices, vendor communications and other reported issues.
We believe that
Item 7.01 Regulation FD Disclosure
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The information furnished pursuant to Item 7.01, including Exhibit 99.1, 99.2 and 99.3, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of Basic's under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
In regard to the acquisition of Carbon Zero, the Company hereby undertakes to
file the financial statements required by this Item 9.01(a) not later than 71
days after the date this Form 8-K was due for filing.
(b) Pro Forma Financial Statements.
In regard to the acquisitions of Carbon Zero, the Company hereby undertakes to file the pro forma financial information required by this Item 9.01(b) not later than 71 days after the date this Form 8-K was due for filing. Exhibit No. Description 99.1 Press Release dated12-31-21 99.2 Press Release dated12-30-21 99.3 Press Release dated12-30-21 10.1 Stock Purchase Agreement between the Company and Shareholders of Carbon Zero datedDec. 30, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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