Item 5.01 Changes in Control of Registrant.
On December 13, 2020, Pursuant to Section 5(g) of the Certificate of
Designations, Preferences and Rights of the Series A Convertible Preferred
Stock, Discover Growth Fund, LLC waived the 4.99% limitation on beneficial
ownership provided for therein. The notice was effective on February 16, 2021,
sixty-one calendar days after the date of such notice.
On February 26, 2021, the Series A Preferred stockholder executed a majority
written consent of stockholder to remove Ziv Turner as the sole director of the
Company, and to appoint David Kugelman as the sole director of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 26, 2021, Ziv Turner was removed as the sole director of the
Company, and David Kugelman was appointed as the sole director of the Company.
On March 2, 2021, Zvi Ritterband was removed as the sole director of the
Company's wholly-owned Israeli subsidiary, One World Cannabis Ltd., and David
Kugelman was appointed as the sole director of the subsidiary.
Mr. Kugelman, age 56, is the President of Atlanta Capital Partners, LLC, a
private equity and investor relations consulting firm, and the Publisher of the
small-cap stock newsletter, OTC Stock Review. Mr. Kugelman has been in the
Investment industry since 1986 and has held the National Association of
Securities Dealers Series 7, 24, 63, and 66 licenses, as well as the Certified
Financial Manager designation. In the past, he has worked for Thomson McKinnon,
Bear Stearns, and Merrill Lynch, as well as two regional Investment Banking
Firms. In addition to managing investments for both individuals and corporate
clients, Mr. Kugelman structured transactions servicing middle market
institutional funds by providing corporate clients access to public financial
markets including external funding, strategic alliances, restructurings,
acquisitions, and business strategy formation.
At Merrill Lynch, Mr. Kugelman was a Financial Advisor and Investment Advisor
Representative working mainly with middle market institutional funds,
corporations, family offices and Defined Benefit plans. Acting in a financial
advisory role, he specialized in retirement and estate planning, tax and asset
strategies, philanthropic vehicles, and banking and lending services. A fondness
for the pursuit of growth-stocks prompted Mr. Kugelman to leave Merrill Lynch in
February, 2003 and formed Atlanta Capital Partners, LLC.
As President of Atlanta Capital Partners, LLC, Mr. Kugelman has provided
strategic business planning and public relations services to a diverse number of
small and large public and privately held companies. Atlanta Capital Partners,
LLC takes a unique approach to investor relations by becoming an investor in a
company. Drawing on over 30 years of contacts in the investment industry, Mr.
Kugelman has carefully built relationships worldwide with Retail Brokerage
Firms, Investment Bankers, Analysts, Fund Managers, and Independent Investors by
introducing them to undiscovered opportunities.
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