Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a Special Joint Meeting of the Board of Directors and the Shareholders of the
Company held the 1st day of June, 2022, two new independent directors were
elected to serve on the Board of Directors, to serve until the next Annual
Meeting of the Shareholders of the Company, unless sooner terminated or
resigned.
Name Age Title
Jennifer Danielson 50 Director
Brent L. Brown 62 Director
Jennifer Danielson. For over 20 years, Ms. Danielson has advised policy makers
and political leaders on health competition and impacts, earning her the
reputation as a national influencer in advancing policy.
As President of Regence Blue Cross Blue Shield of Utah, she radically changed
the competitive trajectory for a $1B division of a $9B+ health care company
(Cambia Health Solutions) by leveraging her comprehensive understanding of the
market and ability to navigate complex challenges.
Jennifer served as a trusted advisor to the senior leadership and board while at
Cambia. During her tenure, she also served as an executive leader for M&A
activities and joint partnerships to expand the customer base, improve quality,
and apply innovation for immediate and future competitive capability. She led
the company's COVID-19 response in relation to regulators and elected officials,
creating clear criteria and priorities for guiding rapid changes to serve the
needs of customers and limit financial risk.
In recent years, Jennifer has served as an expert resource to equity and
investment firms regarding health care financing, pay-for-performance trends,
and collaboration opportunities. She now serves as Chief Growth Officer for
Collective Health, responsible for scaling the company's vision of empowering
individuals and employers, where she is primarily focused on partnership
management and development.
Jennifer completed her Bachelor of Arts and Juris Doctorate at the University of
Utah and Honors International Exchange Programme at Cambridge University.
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With a stellar track record of success in catalyzing growth for complex
organizations and advancing healthcare policy, Jennifer will provide the Board
of Directors with a well-rounded background spanning P&L, Government/Regulatory,
Legal, and M&A.
Brent L. Brown. Mr. Brown has spent a lifetime in Automotive Dealerships. In
1999 Mr. Brown founded Brent Brown Toyota in 1999. Brent Brown Toyota was Utah's
largest volume new car dealership in 2016, outselling every dealership of every
brand. The dealership was also recognized in early 2017 for being the #1 Metro
Toyota dealership in the United States in Customer Retention, Toyota's measure
for loyal customers who purchase again and again from the same dealer. The
dealership is also an eight-time winner of Toyota's prestigious President's
Award, Toyota's highest recognition for a well-run, customer focused dealership
and was voted "Utah County's Favorite New Car Dealer" in 2017 for the fourth
year in a row by the readers of Utah Valley Magazine.
Brent was the recipient of the Ernst & Young Entrepreneur of the Year Award in
2003. Brent was also selected to be the President of the Utah Auto Dealers
Association and was chosen by Toyota to be one of 13 dealers in the United
States to serve on Toyota's National Dealer Council and represent the more than
1250 Toyota dealers in the United States in dealing with the manufacturer in the
USA and in Japan. Brent has also served in two Utah Governor appointed
positions, serving on the Utah State Board of Regents, which oversees higher
education in Utah, and on the Governor's Office of Economic Development Board
(GOED). Mr. Brown will provide the Board of Directors a depth of experience in
the operation of motor vehicle dealerships, in addition to his passion as a
rider.
Compensation. The compensation of these new independent directors is not
currently the subject of Board Resolution, or other written contract, but these
members anticipate being paid a reasonable fee, together with expenses incurred
in attending Board meetings.
Committees. Each of these new directors will serve on the newly formed
Compensation Committee of the Company, along with Vance Harrison, Chief
Executive Officer and Director.
The Board of Directors of the Company as presently constituted:
Name Age Title
Vance Harrison 48 Chief Executive Officer, Director
Terina Liddiard 53 Chief Financial Officer, Secretary/Treasurer Director
Taylor Brody 29 Director
Jennifer Danielson 55 Director
Brent L. Brown 62 Director
CORPORATE HISTORY
General
The Company was incorporated under the laws of the State of Nevada on April 25,
2007 under the name "Contact Minerals Corp." The Company's securities traded
under the symbol "CNTM" and later "CNTM" after a 2-for-1 forward split in
February of 2009.
From the date of incorporation until the summer of 2017, the Company was an
exploration stage company, engaged in the acquisition and exploration of mineral
properties. The Company was also a "shell company" with no meaningful assets or
operations that attempted to identify and merge with an operating company. The
Company's principal business address was in Vancouver, BC, Canada, and the
Company was directed by Kerry McCullagh, who served as Director, Chief Executive
Officer, Chief Financial Officer, President, Secretary and Treasurer, along with
his father William McCullagh and Alex Langer who also served as Directors.
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Effective August 29, 2017, the Company and Kerry McCullagh entered into a stock
purchase agreement with Shiong Han Wee and Kwueh Lin Wong. Under the terms of
the Stock Purchase Agreement Messrs. Wee and Wong agreed to purchase 7,000,000
shares from the Seller and 78,770,000 shares from the Company. As result of this
transaction, a total of 94,440,000 shares of Common Stock of the Company were
issued and outstanding, of which approximately 90% were controlled directly by
the Messrs. Wee and Wong.
Upon the consummation of the sale the executive officers and directors resigned
from all of their positions with the Company, and Messrs. Wee and Wong were
appointed to take their place.
Effective November 6, 2017, the Company changed its name to "WECONNECT Tech
International, Inc." and its trading symbol to "WECT." The principal business
office moved to Malaysia.
Effective June 8, 2018, the Company acquired 99.662% of the issued and
outstanding securities MIG Mobile Tech Berhad ("MTT"), a payment-solution
provider, and the Company entered into the payment solution business with a
focus on users located in Malaysia.
The Company was never able to profitably operate the MTT business. The Company
incurred a net operating loss of $1,103,166 for the year ended July 31, 2020,
and an accumulated deficit of $7,638,503 as of July 31, 2020.
On June 20, 2021, the Company and Mr. Ng Chee Chun entered into a Share Sale
Agreement to sell the shares of MTT held by the Corporation for di minimus
consideration.
On September 27, 2021, the Company and certain other sellers of shares including
Mr. Shiong Han Wee, director of the company, entered into a Sale and Purchase
Agreement pursuant to which an aggregate of 436,482,690 shares of common stock
of the Company and 10,000,000 shares of Series A Preferred Convertible Stock was
sold. The Preferred Stock was issued to Mr. Shiong Han Wee as payment in full of
all amounts owed by the Company to Mr. Wee, prior to the sale.
After this transaction, Mr. Vance Harrison became the beneficial owner of the
common shares and Convertible Preferred Stock, together constituting
approximately 91% of the issued and outstanding common stock of the Company (as
determined on an as-converted basis).
Pursuant to the terms of the Stock Purchase Agreement, the Board appointed the
following individuals to serve in the offices set forth next to their names:
Name Position
Vance Harrison Chief Executive Officer, President and Director
Terina Liddiard Chief Financial Officer, Secretary and Director
Taylor Brody Chief Marketing Officer and Director
All previous board members resigned from their positions with the Company.
In November, 2021 the Company filed Articles of Amendment with the State of
Nevada whereby it changed its name to "Motos America Inc." Concurrent with the
name change, the Company adopted a new business model.
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The Company considers itself as a lifestyle company. The Company buys and
operates BMW Motorcycles, Triumph Motorcycles and Ducati Motorcycles
dealerships. These brands are not sold as practical transportation; instead
they are luxury items that buyers consume as part of a more exclusive lifestyle
choice. In the view of the Company, this industry is ripe for consolidation.
This industry disruption is similar to what has occurred in the automotive
dealership niche. The Company believes that consolidation in this niche will
invite the same advantages of scale associated with auto-dealer consolidations,
namely better operating results flowing from professional management, branding
and marketing opportunities, and volume purchasing. As of the date of the
Memorandum, the Company has acquired 4 dealerships, and has a Letter of Intent
to acquire 3 more. In addition, the Company is in the process of developing a
new "open point" dealership in Atlanta, GA.
Since November 2021, and under what the Company believes to be exemptions from
the registration requirements of the Securities and Exchange Act of 1934, as
amended, the Company has raised approximately $5 million USD from private
investors in the form of equity and convertible debt. This private placement of
securities was terminated on or about the 18th day of April, 2022. The Company
anticipates raising an additional $40 Million to accomplish the Company's
short-term-objective of owning 45 dealerships within 3 years.
In February 2022, Kris Odwarka became the President of the Company. Mr. Vance
Harrison, who he replaced in this office, continued with the Company as its
Chief Executive Officer, and as a member of the Board of Directors. Mr. Odwarka
brings a wealth of experience in the Powersports industry to the Company. Over a
29-year span he has worked in various roles with European motorcycle and
automotive manufacturers, including serving as the Vice President for North
America of BMW Motorrad, and as the President of Husqvarna USA.
On March 15th the Company completed the purchase of its first BMW Motorcycle
dealership in Nashville, TN. The Company intends to purchase additional BMW,
Triumph, and Ducati motorcycle dealerships across the U.S. as they become
available, and as Company resources allow.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated June 6, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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