Item 5.01- Changes in Control of Registrant.
(a) A change in control of the Company has occurred. In connection with the change of control, the following information is being submitted:
(1) The identity of the entity who acquired such control is
James (Jim) Frinzi 3736 Bee Cave Rd Ste 1164Austin, Texas 78746
(2) The transaction(s) which resulted in the change in control was pursuant to a
Share Purchase Agreement by and between
(3) As to the basis of the control, Repository Services owned and controlled
8,123,230 shares of the Company's Common Stock, which represents approximately
73.31% of the shares of Common Stock issued and outstanding and owned and owned
and controlled 600,000 shares of the Preferred Stock, which represents 100% of
the issued and outstanding shares of Preferred Stock. 7,923,230 shares of the
Company's Common Stock was transferred to
(4) The aggregate purchase price for all of the Shares was Five Hundred Thousand
US Dollars (
(5) The source(s) of funds used by
(6) The identity of the entity from whom control was acquired and assumed was
(7) The Company remains a shell company. Rule 405 and 12b-2 of the Securities Exchange Act of 1934, as amended, defines a shell company as an issuer that that has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. A shell issuer may also be a blank check company or a blind pool company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company that has as its business plan to merge with or acquire an unidentified third property.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointments of Principal Officers.
(b) Removal of Director and Officer
On
A stockholder vote by consent in lieu of a meeting of stockholders is authorized by Nevada Revised Statutes ("NRS") Section 78.320(2).
NRS 78.320 Stockholders' meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
2. Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.
Pursuant to NRS Section 78.335(1):
NRS 78.335 Directors: Removal; filling of vacancies.
1. Except as otherwise provided in this section, any director or one or more of the incumbent directors may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.
Further, Section 2.11 of the Company's bylaws (as filed with the Commission), provides for stockholder action to be taken by shareholders without a meeting as follows:
2.11. Action Taken Without a Meeting. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholder be called or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.
In conjunction with the foregoing
President Secretary Treasurer
(c) Appointment of New Officers
On
James Frinzi Chairman of the Board of DirectorsJames Frinzi Chief Executive OfficerJames Frinzi PresidentJoseph O'Bell SecretaryJeremie Peterkin Treasurer
(d) Appointment of Directors
On
James Frinzi Angela Paxton Antonio Munoz Jeremie Peterkin
A stockholder vote by consent in lieu of a meeting of stockholders is authorized by Nevada Revised Statutes ("NRS") Section 78.320(2):
NRS 78.320 Stockholders' meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
2. Unless otherwise provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.
Further, the Company's bylaws (as filed with the Commission), pursuant to Section 2.11, provides for stockholder action to be taken by shareholders without a meeting as follows:
2.11. Action Taken Without a Meeting. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written . . .
Section 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
RESOLVED, the Bylaws of the Corporation shall be supplemented by adding the following sentence to Section 3.11:
In the event of a tie vote of the Board of Directors present at the meeting and entitled to vote on that particular matter, the chairman of the Board shall have a tie-breaking vote such that if the chairman exercises such vote the matter will be approved or authorized, as applicable, by the Board of Directors in accordance with these Bylaws and the provisions of the NRS.
Section 5.06 -Change in Shell Company Status.
There has been no change in the Shell Company Status. The Company will continue
to be required to file quarterly reports on Form 10-Q and annual reports on Form
10-K, which annual report must contain the Company's audited financial
statements. As a reporting company under the Securities Exchange Act of 1934, as
amended, following any business combination that may result in the change of the
Shell Company Status, the Company will be required to file a report on Form 8-K
(a so-called "Super 8-K' wherein the Company will provide "Form 10
information"). Audited financial statements must be filed with the
Item 8.01 - Other Events.
The Company had reported that
© Edgar Online, source