Item 1.02 Termination of a Material Definitive Agreement.
On April 13, 2020, the Company entered into a second Amended Agreement and Plan
of Share Exchange Agreement (the "Merger") with Florida Beauty Express, Inc.,
Florida Beauty Flora, Inc., Floral Logistics of Miami, Inc., Floral Logistics of
California, Inc., Tempest Transportation Inc., (the "Companies"). Pursuant to
the Merger, the Companies became wholly owned subsidiaries of the Company and
the Company has been unable to complete an audit of its financial statements for
the periods prior to its acquisition of the Companies.
On November 17, 2022, the Board of Directors of the Company, by unanimous
written consent in lieu of meeting, agreed to enter into a Share Exchange
Agreement, whereby the Company agreed to exchange 100% of the outstanding stock
of FLORIDA BEAUTY EXPRESS INC., a Florida corporation, FLORIDA BEAUTY FLORA,
INC., a Florida corporation, FLORAL LOGISTICS OF MIAMI, INC., a Florida
corporation, FLORAL LOGISTICS OF CALIFORNIA, INC., a California corporation, and
TEMPEST TRANSPORTATION, INC., a Florida corporation (collectively the "Flora
Companies") for the number of common and preferred shares of the Company as
follows:
Issuer Shares returned to the Company:
Preferred 355,000
Common 19,510,501
Flora Companies shares to be Issued:
Florida Beauty Flora, Inc. 100
Florida Beauty Express, Inc. 1,000,000
Tempest Transportation, Inc. 1,000
Floral Logistics of California, Inc. 1,500
Floral Logistics of Florida, Inc.
1,000
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information regarding disposition of assets of the Company in connection
with the Share Exchange set forth in Item 1.02, "Termination of a Material
Definitive Agreement" is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective with the closing of the Share Exchange, Ron Minsky was appointed as
CEO and a director of the Company and Ronen Koubi resigned his position as CEO
and director of the Company.
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