Item 5.01- Changes in Control of Registrant.
(a) A change in control of the Company has
occurred. In connection with the change of control, the following information is being submitted:
(1) The identity of the entity who
acquired such control is Multiband Global Resources, LLC., a Delaware limited liability company (“Multiband”). The sole manager
and member of Multiband is:
James (Jim)
Frinzi
3736 Bee Cave
Rd
Ste 1164
Austin, Texas
78746
(2) The transaction(s) which resulted
in the change in control was pursuant to a Share Purchase Agreement by and between Multiband and Repository Services LLC., a Wyoming
limited liability company (“Repository Services”). The Agreement was entered into on December 3, 2021 and the Closing Date
was on or about December 23, 2021.
(3) As to the basis of the control,
Repository Services owned and controlled 8,123,230 shares of the Company’s Common Stock, which represents approximately 73.31%
of the shares of Common Stock issued and outstanding and owned and owned and controlled 600,000 shares of the Preferred Stock, which
represents 100% of the issued and outstanding shares of Preferred Stock. 7,923,230 shares of the Company’s Common Stock was transferred
to Multiband and 600,000 shares of the Preferred Stock was transferred to Multiband. Concurrent with the closing, 200,000 shares of Common
Stock was transferred by Repository Services to Katell Survivors Trust (Gerald Katell, Trustee) an unrelated nonaffiliate to the parties.
Multiband is now the beneficial owner of said 7,923,230 shares of Common Stock and the 600,000 shares of Preferred Stock.
(4) The aggregate purchase price
for all of the Shares was Five Hundred Thousand US Dollars ($500,000.00) paid to the Seller by the Purchaser on or about December 23,
2021, the Closing Date of the Share Purchase Agreement.
(5) The source(s) of funds used
by Multiband was Multiband’s readily available funds
(6) The identity of the entity from
whom control was acquired and assumed was Repository Services LLC, a Wyoming limited liability company, 50 North Gould Street, Suite
R, Sheridan, Wyoming 82801.
(7) The Company remains a shell
company. Rule 405 and 12b-2 of the Securities Exchange Act of 1934, as amended, defines a shell company as an issuer that that has no
or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets
consisting of any amount of cash and cash equivalents and nominal other assets. A shell issuer may also be a blank check company or a
blind pool company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company that
has as its business plan to merge with or acquire an unidentified third property.
Item 5.02 - Departure of Directors or Principal Officers; Election
of Directors; Appointments of Principal Officers.
(b) Removal of Director and Officer
On January 24, 2022, Multiband,
the controlling stockholder of the Company, by written consent, voted to remove Quynh Hoa T. Tran as the sole member of the Registrant’s
Board of Directors (the “Board”).
A stockholder vote by
consent in lieu of a meeting of stockholders is authorized by Nevada Revised Statutes (“NRS”) Section 78.320(2).
NRS 78.320 Stockholders’
meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
2. Unless otherwise
provided in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a
majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then
that proportion of written consents is required.
Pursuant to NRS Section
78.335(1):
NRS 78.335 Directors:
Removal; filling of vacancies.
1. Except as
otherwise provided in this section, any director or one or more of the incumbent directors may be removed from office by the vote of
stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.
Further, Section 2.11
of the Company’s bylaws (as filed with the Commission), provides for stockholder action to be taken by shareholders without a meeting
as follows:
2.11. Action Taken Without a Meeting.
Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting
of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority
of the voting power, except that if a different proportion of voting power is required for such an action at meeting, then that proportion
of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholder be called
or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.
Multiband, as the controlling shareholder of
the Company, did not remove Quynh Hoa T. Tran from the Company’s board of directors for “cause”, but determined that
such removal was advisable and in the best interests of the Company.
In conjunction with the foregoing Quynh Hoa
T. Tran was removed from the following offices of the Company:
President
Secretary
Treasurer
(c) Appointment of New Officers
On January 24, 2022, the
Board of Directors of the Company elected the following persons to the offices which are set forth opposite their respective name to
serve in accordance with the bylaws of the Company until their successors are duly elected and qualified or until their earlier resignation
or removal:
James Frinzi
|
Chairman
of the Board of Directors
|
|
|
James Frinzi
|
Chief Executive Officer
|
|
|
James Frinzi
|
President
|
|
|
Joseph O’Bell
|
Secretary
|
|
|
Jeremie Peterkin
|
Treasurer
|
Jeremie Peterkin is an inactive Certified
Public Accountant (CPA) and has practiced in that field for over thirty-five years. Mr. Peterkin is the CFO of Multiband Global Resources
a marketplace leader in technology with a focus on green-sustainability through aggressive technology company acquisitions and first
in class customer service performance. Previously, Mr. Peterkin was the Executive Director of Links Consulting Services, LLC, an accounting
and finance firm specializing in business development in accounting and finance for major corporation, governments and small business.
Jeremie is a leader in developing startup businesses by providing business plan development, strategic alliances and negotiating funding
requirements, process implementation and personnel acquisition.
James Frinzi has over twenty years of experience in politics including
working for two US Senators, and several years as a Federal and State Lobbyist for a variety of
interests including those in the telecom space, clean energy, health care, and he represented the country of Indonesia. Mr. Frinzi
has experience advising some of the top executives and entrepreneurs across the country. After leaving politics, Mr. Frinzi became
an executive adviser on mergers and acquisitions in the telecom space.
Joseph O’Bell is an
Attorney and has practiced law in the State of Texas for the past 12 years. He was recently admitted to practice law in the State of
New York. Joseph has served as General Counsel for Votalize Inc. a former tech startup company. Joseph also founded and owns Vineyard
Sun, LLC. Joseph previously worked in the Texas Emerging Technology Fund in the Texas Governor’s Office working on investment contracts.
Joseph has represented numerous entrepreneurs and businesses in his role as an attorney.
(d) Appointment of Directors
On January 24, 2022, Multiband, the controlling stockholder of
the Company, by written consent, voted to appoint the following individuals to the Board:
James Frinzi
Angela Paxton
Antonio Munoz
Jeremie Peterkin
A stockholder vote by
consent in lieu of a meeting of stockholders is authorized by Nevada Revised Statutes (“NRS”) Section 78.320(2):
NRS 78.320 Stockholders’
meetings: Quorum; consent for actions taken without meeting; alternative means for participating at meeting.
2. Unless otherwise provided
in the articles of incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be
taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority
of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion
of written consents is required.
Further, the Company’s
bylaws (as filed with the Commission), pursuant to Section 2.11, provides for stockholder action to be taken by shareholders without
a meeting as follows:
2.11. Action Taken Without a Meeting.
Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting
of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority
of the voting power, except that if a different proportion of voting power is required for such an action at meeting, then that proportion
of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholder be called
or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.
There are no family relationships between
Frinzi, O’Bell, Peterkin and any director or executive officer of the Company. Frinzi, O’Bell, Peterkin have no direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions
currently proposed. There are no arrangements or understandings between Frinzi, O’Bell, Peterkin and any other persons pursuant
to which they were appointed as officers.
Jeremie Peterkin is an inactive Certified
Public Accountant (CPA) and has practiced in that field for over thirty-five years. Mr. Peterkin is the CFO of Multiband Global Resources
a marketplace leader in technology with a focus on green-sustainability through aggressive technology company acquisitions and first
in class customer service performance. Previously, Mr. Peterkin was the Executive Director of Links Consulting Services, LLC, an accounting
and finance firm specializing in business development in accounting and finance for major corporation, governments and small business.
Jeremie is a leader in developing startup businesses by providing business plan development, strategic alliances and negotiating funding
requirements, process implementation and personnel acquisition.
James Frinzi has over twenty years of experience in politics including
working for two US Senators, and several years as a Federal and State Lobbyist for a variety of
interests including those in the telecom space, clean energy, health care, and he represented the country of Indonesia. Mr. Frinzi
has experience advising some of the top executives and entrepreneurs across the country. After leaving politics, Mr. Frinzi became
an executive adviser on mergers and acquisitions in the telecom space.
Joseph O’Bell
is an Attorney and has practiced law in the State of Texas for the past 12 years. He was recently admitted to practice law in the State
of New York. Joseph has served as General Counsel for Votalize Inc. a former tech startup company. Joseph also founded and owns Vineyard
Sun, LLC. Joseph previously worked in the Texas Emerging Technology Fund in the Texas Governor’s Office working on investment contracts.
Joseph has represented numerous entrepreneurs and businesses in his role as an attorney.