Item 1.01 Entry into a Material Definitive Agreement.
On March 18, 2022, Perfect Solutions Group, Inc., a Nevada Corporation (the
"Company"), entered into a Share Purchase Agreement (the "Agreement") by and
among CRS Consulting, LLC, a Wyoming Limited Liability Company ("CRS"), Perfect
Solutions Group, Inc. ("PSGI") and White Knight Co., Ltd., a Japan Company
("WKC"), pursuant to which, on March 21, 2022, ("Closing Date"), CRS sold 10,000
Shares of Series Z Preferred Stock, representing approximately 94.58% voting
control of the Company, for consideration received. The consummation of the
transactions resulted in a change in control of the Company, with WKC becoming
the Company's largest controlling stockholder.
The sole shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi
Ishizuka. CRS Consulting, LLC is collectively controlled by its members Jeffrey
DeNunzio, Thomas DeNunzio, and Paul Moody.
Except as described herein, there were no arrangements or understandings among
former and new control parties with respect to the election of directors or
other matters. As required to be disclosed by Item 403(c), there are no
arrangements, known to the Company, including any pledge by any person of
securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.
Item 5.01 Change in Control of Registrant.
Pursuant to the information disclosed above, in Item 1.01 White Knight Co.,
Ltd., a Japan Company, is now our largest controlling shareholder. The sole
shareholder of White Knight Co., Ltd., a Japanese Company, is Koichi Ishizuka.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On the Closing Date, March 21, 2022, Mr. Paul Moody resigned as the Company's
Chief Executive Officer, Chief Financial Officer, President, Secretary,
Treasurer. In addition, Mr. Moody resigned as Director on the Closing Date and
his resignation is effective upon the 10th day after the mailing of the
Company's information statement on Schedule 14f-1 to the Company's stockholders.
On the Closing Date, Mr. Koichi Ishizuka was appointed as the Company's Chief
Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and
Director. Mr. Ishizuka's appointment as Director is to be effective upon the
10th day after the mailing of the Company's information statement on Schedule
14f-1 to the Company's stockholders.
The resignation of Mr. Moody was not the result of any disagreement with the
Company on any matter relating to its operations, policies, or practices. There
is no arrangement or understanding among the newly appointed officers and
directors or any other person pursuant to which they were appointed as a
director and officer of the Company.
Mr. Koichi Ishizuka does not have a direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
At this time, the Company does not have any written employment agreements or
other formal compensation agreements with our new officer and director.
Compensation arrangements are the subject of ongoing development and the Company
will disclose any compensatory arrangements entered into in the future.
The biographical information of Mr. Koichi Ishizuka is below:
Mr. Koichi Ishizuka, age 50, attended the University of Aoyama Gakuin where he
received his MBA in 2004. Several years later in 2011 he graduated from the
Advanced Management Program at Harvard School of Business. Following Mr.
Ishizuka's formal education, he took a position as the head of marketing with
Thomson Reuters, a mass media and information firm. Thereafter, he served as the
CEO of Xinhua Finance Japan in 2006, Fate Corporation in 2008, and LCA
Holdings., Ltd in 2009. Currently, Mr. Ishizuka serves as the Chief Executive
Officer of OFF Line Co., Ltd., Photozou Co., Ltd., Photozou Holdings, Inc.,
Photozou Koukoku Co., Ltd., Off Line International, Inc. and OFF Line Japan Co.,
Ltd. He has held the position of CEO with OFF Line Co., Ltd. since 2013,
Photozou Co., Ltd since 2016, Photozou Holdings, Inc since 2017, Photozou
Koukoku Co., Ltd. since 2017, Zentrum Holdings, Inc. (formerly known as Off Line
International, Inc.) since 2019 and OFF Line Japan Co., Ltd. since 2018. On
November 18, 2020 he was appointed as Chief Financial Officer and Director, and
on December 28, 2021 he was appointed Chief Executive Officer, of Next Meats
Holdings, Inc.; he holds both positions to this date. Koichi Ishizuka also has
an equity interest in Next Meats Holdings, Inc. Koichi Ishizuka is also Chief
Financial Officer of Next Meats Co., Ltd., a Japanese alternative meat company.
Since its inception on April 14, 2021, Koichi Ishizuka has served as CEO of WB
Burgers Japan Co., Ltd., a Japanese Company. On May 7, 2021, Mr. Koichi Ishiukza
was appointed as the Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer, and Director of Business Solutions Plus, Inc.,
which is now known as WB Burgers Asia, Inc. On July 23, 2021, Mr. Ishizuka was
appointed as Chief Executive Officer, Chief Financial Officer, President,
Treasurer and Director of Dr. Foods, Inc. (formerly known as Catapult Solutions,
Inc.).
Item 8.01 Other Events.
Previously, the Company had disclosed its proposed business activities within
the Form 10-12G/A filed on January 19, 2022. There have been no material changes
to our business plans at this time other than what may be disclosed below and
that our new Chief Executive Officer, Koichi Ishizuka, will be undertaking the
analysis of business opportunities as opposed to our former Officer and
Director, Paul Moody. Further disclosure is below:
The Company's current business plan is to explore and evaluate various business
opportunities including, but not limited to, mergers, acquisitions, or business
combination transactions after which the Company would cease to be a "shell" or
"blank check" company. The Company's principal business objective for the next
12 months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings. The Company will not restrict its potential candidate target companies
to any specific business or geographical location and, thus, may acquire any
type of business. The Company may merge with or acquire another company in which
the promoters, management, or promoters' or managements' affiliates or
associates, directly or indirectly, have an ownership interest.
The analysis of new business opportunities will be undertaken by or under the
supervision of Koichi Ishizuka, the CEO and a Director of the Company. The
Company has unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In its efforts to analyze potential
acquisition targets, the Company will consider the following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;
(b) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;
(c) Strength and diversity of management, either in place or scheduled for
recruitment;
(d) Capital requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;
(e) The cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials;
(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and,
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Company's limited capital available
for investigation, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
A large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies which may be
a merger or acquisition candidate for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully
completing a business combination. Moreover, the Company will also compete with
numerous other small public companies in seeking merger or acquisition
candidates.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
NUMBER EXHIBIT
17.1 Officer and Director Resignation Letter
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