Item 1.01 Entry Into A Material Definitive Agreement.
On
Pursuant to the Agreement, the Seller agreed to sell, assign, transfer and
deliver to the Buyer, on
On
Further, at the closing of the transactions contemplated within the Agreement (which include, but are not limited to, the purchases and sales of the Shares described above) (the "Closing"), the Parties agreed that as of the Closing:
a) The Forgiven Debt (as defined hereinafter) was forgiven, as well as theAsia Note (as defined hereinafter), and any other loan agreements between the Company andAsia Pacific Partners, Inc. ("APP"), aFlorida corporation. The Parties acknowledge and agreed that the Company was indebted to APP, an affiliate of the Seller, in the amount of approximately$239,444 , comprised of (i) the principal amount and accrued interest pursuant to a convertible promissory note datedJuly 18, 2014 in the amount of$210,000 as originally issued by the Company toAzure Associates, Inc. and purchased by APP onJuly 28th, 2020 (the "Asia Note"), and (ii) various cash advances for a total of$29,444 as advanced by APP to the Company for working capital (the "Asia Cash Advances" and, together with any and all amounts that may have been due and payable pursuant to the Asia Note, the "Forgiven Debt"); b) The Company's Board of Directors is required to undertake such actions as required to: (i) Expand the Company Board to be a number of persons as determined by Buyer, and to name such persons as selected by Buyer as directors on the Company Board; (ii)Name such persons as selected by Buyer as officers of the Company, to the positions as determined by Buyer; and (iii) Following (i) and (ii), all of the directors and officers of the Company, other than those named in or pursuant to (i) and (ii) shall resign from all such positions with the Company.
The Closing was subject to certain customary closing conditions, including, but not limited to, the accuracy of the representations and warranties made by the parties, all necessary consents having been obtained to effect the transactions, and the receipt of any necessary government approvals in order to effect the transactions contemplated in the Agreement.
The foregoing description of the Agreement and the transactions contemplated pursuant to that Agreement is qualified in its entirety by reference to the Agreement, included as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.01 Changes in Control of the Registrant.
Prior to the Closing of the Agreement, voting control of the Company was held by
the Seller, of which
On the Closing Date, Buyer purchased the Shares, which both pre- and
post-conversion represented approximately 98.23% of the Company's outstanding
voting securities as of the date of this Current Report, resulting in a change
in control of the Company. The Company designated the Preferred Stock so that
each share shall hold with it conversion rights of one hundred (100) shares of
common stock for every share of Preferred stock held, and that each share of
Preferred stock will also hold with it the same number of common share votes
prior to conversion as it would if fully converted to be used in voting on any
company matter requiring a vote of shareholders. At Closing Date, there were
18,010,208 shares of common stock issued and outstanding.
As a result of the Closing, the Company was no longer a company controlled by
the Seller. Prior to the Closing, the Company was a shell company, and following
the Closing, the Company continues to be a shell company. There has been no
change in the Company's shell company status or the Company's operations as a
result of the Closing. To the extent that Form 10 information is required to be
included in this Current Report on Form 8-K, the following documents are
incorporated herein by reference: the Company's Annual Report on Form 10-K filed
with the
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,
On the Closing Date, the Board of Directors of the Company increased the size of
the Board by two persons, from one to three directors and appointed
Also, Mr.
Mr.
Mr.
There is no familial relationship between
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Description 10.1 Stock Purchase Agreement, datedJuly 21, 2022 , by and between theCompany, Tradition Reserve I LLC andMDWerks, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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