Item 1.01 Entry into a Material Definitive Agreement
As of March 16, 2020, a Share Exchange Agreement was executed by Hydro Power
Technologies, Inc. and Mountain Share Transfer, LLC. As Trustee, which provided
for the Trustee to exchange 100% of the shares of Hydro Power Technologies, Inc.
for shares of Playbox(US), Inc. The Company, Playbox (US), Inc., obtained One
Hundred Percent (100%) control of the assets, contracts, including but not
limited to intellectual property, and the ongoing management of the business of
Hydro Power Technologies, Inc. under Playbox(US), Inc.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 4, 2020, a Shareholder Meeting was held pursuant to a Shareholder
Proxy for Special Meeting of the Shareholders which was mailed on January 13,
2020.
There were no shareholders present at the teleconference meeting. Mountain Share
Transfer, LLC, the Transfer Agent and Meeting Host, received proxy votes from 15
shareholders where the majority of the shareholders voted and approved the
ratification of the following Officers and Directors:
Michael Shamber, President/Director
Calvin Lucyshyn, CFO,
Darren Timmer, Secretary, Treasurer,
Marlene Schluter, VP, Bus. Affairs, Manager, Corporate Governance,
John Versfelt, Director of the Company
The biographical information for the new Officers and Directors is as follows:
Michael Shamber - President/Director
Michael joined Hydro Power Technologies, Inc in August 2013 as President.
Michael's previous roles included Vice President of Acquisitions at
International Properties Group Ltd. a publicly held real estate corporation.
Michael was a key facilitator of large and complex commercial real estate
transactions and successfully transitioned into the role of Vice President at
Mortgage Alliance Canada. Over the last 14 years, Michael was responsible for
key account relationships for both public and private sector clients. Currently
Michael is overseeing the transition of the company to a publicly traded entity.
Michael will manage all vendor financial plans and prepare budgets, tax
structures and strategies as required.
Calvin Lucyshyn - CFO
Mr. Lucyshyn is a Director and CFO of Credent. Mr. Lucyshyn, a chartered
accountant since 1993, has held financial control and reporting positions in the
drilling industry for over eighteen years. From 1994-2005 he was the Controller
for Westbay SonshipYacht Builders Ltd., a semi-custom builder of fiberglass
motor yachts. From 1998 to 2003 he was the Financial Controller at The Crossing
Company Inc., a civil engineering horizontal drilling company operating in
Canada and the USA. He is currently the CFO/Controller of Cabo Drilling Corp., a
drilling service contractor for the mineral exploration industry, with locations
throughout Canada, Central and South America, and Western Europe, a position he
has held since 2005, and the CFO for IMMC, a position he has held since 2006.
Mr. Lucyshyn was the Director and CFO of Fortify Resources Inc. from July 2015
to November 2016. Mr. Lucyshyn was the CFO of Cabre Capital Corp. from March
2010 to June, 2011. Mr. Lucyshyn earned a Bachelor of Commerce degree from the
University of Saskatchewan in 1990. Mr. Lucyshyn will devote such time and
expertise as is reasonably required by the Resulting Issuer.
Darren Timmer - Secretary, Treasurer
Mr. Timmer is Corporate Secretary of Credent. Mr. Timmer has 13 years of
regulatory and policy experience. He has worked for Cabo Drilling since 2005,
and is currently Corporate Secretary, a position he has held since 2011. Mr.
Timmer is also Corporate Secretary for IMMC and Fortify Resources. Mr. Timmer
was the President of Coquitlam Search and Rescue Society, from 2014
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to 2016 and a Board Member from 20018 to 2018. Mr. Timmer earned a Bachelor of
Science (Honors) in Geography from the University of Victoria in 2001 and a
Master of Arts in Geography from the University of Guelph in 2004. Mr. Timmer
will devote such time and expertise as is reasonably required by the Resulting
Issuer.
Marlene Schluter VP, Bus. Affairs, Manager, Corporate Governance
Vice President, Corporate Governance On board of Hydro Power Technologies, Inc
in June 2014 as Vice President of Corporate Governance Marlene is currently
responsible for all compliance, corporate resources, regulatory requirements
while working in partnership with the Board to ensure corporate mission
statement, strategic initiatives and social responsibility. As one of a few
female senior executives in the hydropower generation industry; Marlene brings
more than 25+ years of global experience working with SME's, public
corporations, merchant banks, social enterprises, NGO's and regulatory agencies.
Prior to joining Hydro Power Technologies, Inc. (HPT), Marlene co-developed and
led three start-up businesses in mining, technology and M/A sectors where she
held senior roles with corporate finance, regulatory compliance, capital raise
transactions and corporate resources . Marlene maintains professional
association with Women's Executive Network WXN, Vancouver Board of Trade, 100
Women Who Care and Variety Children's Charity and retains licenses with the
Canadian Securities Institute Series 7/63 ( NASD)- US securities broker, and
alumni of Ivey Executive Leadership Program form Western University. Marlene
holds a Bachelor of Education (Economics) from Simon Fraser University and an
MBA from University of British Columbia in International Business. Serves on
several boards of public and private companies, acts as an advisor and held
senior leadership roles as COO, CFO and VP.
John Versfelt - Director
Mr. Versfelt is a Director, President and CEO of Credent; and a Director,
Chairman, President and CEO of Cabo Drilling Corp., a Canadian drilling services
company. He has been an officer of Cabo Drilling Corp. since 1992. He is a
Director, President and CEO of International Millennium Mining Corp. ("IMMC"), a
mineral exploration company and has been an officer of it since 1992. Both of
these companies are British Columbia/Alberta reporting issuers trading on the
TSX-Venture Exchange.
Mr. Versfelt is also currently a Director of Fortify Resources Inc., a reporting
issuer in British Columbia, Alberta and Ontario, listed on the Canadian
Securities Exchange. Mr. Versfelt was a director of Cabre Capital Corp., Avian
Capital Inc., and Open EC Technologies Inc., and is currently the President of
American Resource Management Consultants Inc., a private company that has
provided management consulting, accounting, administration and
paralegal/regulatory services to numerous private and public companies since
1982.
Mr. Versfelt earned a Bachelor of Arts (Commerce) from Simon Fraser University
in 1976.
Item 8.01 Other Events
As of March 6, 2020, the Company has retained Matthew McMurdo, Esquire, New
York, New York, as SEC Compliance Counsel. Mr. McMurdos offices has agreed to
provide Legal Representation to OTC Markets and provide the Company with ongoing
SEC Compliance.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
10.1 Share Exchange Agreement Effective December 31, 2019 with Hydro
Power Technologies, Inc. financial statements
99.1 Affidavit of Shareholder Meeting February 4, 2020
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