Item 5.01 – Changes in Control of Registrant.
On March 6, 2018, Lannister Holdings, Inc., an Arizona Corporation, acquired control of Ten Million (10,000,000) shares of the Series A Preferred Stock of the Company, representing 100% of the Company’s total issued and outstanding Series A Preferred Stock, from MJ Holdings, Inc., a Florida Corporation, in exchange for $25,000, per the terms of a Stock Purchase Agreement (the “
Stock Purchase Agreement
”) by and between MJ Holdings, Inc., and Lannister Holdings, Inc.
There are no arrangements or understandings between MJ Holdings, Inc., and Lannister Holdings, Inc., and/or their respective associates with respect to the election of directors or other matters.
On March 8, 2018, Lannister Holdings, Inc., distributed the shares of Series A Preferred Stock to its shareholders.
The following table sets forth, as of March 12, 2018, the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such shares of common stock. As of the date of this Current Report, there are 209,685,734 shares of common stock and 10,000,000 shares of the Series A Preferred Stock issued and outstanding.
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Name and Address of Beneficial Owner
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Amount and Nature of Beneficial Ownership
(1)
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Percentage of Beneficial Ownership
(2)
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Directors and Officers:
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Joseph Snyder
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2,400,000
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19.9%
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Christopher Brown
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2,400,000
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19.9%
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Cynthia Tanabe
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2,400,000
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19.9%
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Kyle Kummerle
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750,000
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6.2%
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BVMH Enterprises, LLC
(3)
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1,300,000
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11%
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Glenn Clyde Suydam
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750,000
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6.2%
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All executive officers and directors as a group (4 persons)
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7,950,000
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65.9%
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(3)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.
(2)
Based upon 1,209,685,734 shares issued and outstanding, when fully converted.
(3)
BVMH Enterprises, LLC is managed by Valerie Miller.
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Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.
Item 5.02 – Departure Of Directors Or Principal Officers; Election Of Directors; Appointment Of Principal Officers
On March 7, 2018, Mr. Jason Fierro resigned as the Corporation’s sole Officer and Director. His resignation was not the result of any disagreement with the Corporation on any matter relating to the Corporation’s operations, policies or practices. His resignation letter is attached as an exhibit as part of this Current Report on Form 8-K.
On March 7, 2018, Mr. Joseph Snyder was appointed to the Company’s Board of Directors and as the Company’s President, Chief Executive Officer.
On March 7, 2018, Ms. Cyntia Tanabe, was appointed to the Company’s Board of Directors and as the Company’s Chief Financial Officer, Treasurer, and Secretary.
On March 7, 2018, Mr. Christopher Brown, was appointed to the Company’s Board of Directors and as the Vice President.
On March 7, 2018, Mr. Kyle Kummerle was appointed to the Company’s Board of Directors.
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The following sets forth biographical information for Mr. Joseph Snyder, Ms. Cynthia Tanabe, Mr. Christopher Brown, and Mr. Kyle Kummerle are set forth below:
Joseph Snyder, Age 36
: Mr. Snyder, our President, CEO and Director, began his career with the learning of sales and team management techniques. Joseph, is currently and has been the CEO of a digital development operations and strategy consulting firm, for the last three years. Prior to that Joseph was the CEO of an insurance agency from 2006 until 2015. Mr. Snyder, now has eighteen years of sales, team management, risk management, financial services, investment, mergers and acquisitions as well as philanthropic experience. He has built multiple private companies from incorporation to millions in revenue and value over his career, he has also acquired national multi-million-dollar businesses and has served as a County Commissioner in Kern County, California. Due to his encompassing knowledge and successes the Board of Directors believes that Mr. Snyder’s vision for the Company combined with his experience and business acumen would be a powerful asset to the success and growth of the Company.
Cynthia Tanabe, Age 55
: Mrs. Cynthia Tanabe, began her investment career in 1986 and is currently the owner and head broker of Desert View Realty in Arizona, since its incorporation. Cynthia has over thirty years of real estate investment, property management and transaction management in the real estate industry. She formed the base of her financial and investment knowledge working for various mid and large size companies; wherein, she focused on financial compliance, national payroll management and company asset allocations. Our Board of Directors believes that Mrs. Tanabe’s real estate and accounting knowledge as well as her business acumen would be a valuable strategic asset as a Director, Chief Financial Officer and as our Secretary.
Christopher Brown, Age 32
: Mr. Christopher Brown our Director and Chief Operations Officer, began his career serving in the United States Air Force. After completing his service, Mr. Brown earned a dual B.S. degree in Computational Mathematics and Biochemistry from the Arizona State University, in 2013. Since graduating Mr. Brown has been building a developmental operations and digital strategy consulting firm as its Founder and Chief Technology Officer, for the past three years, where he his duties include overseeing the internal and client projects that are primarily focused on AWS cloud services, blockchain technology development and integration, and dapp development on the Ethereum blockchain platform. Mr. Brown, is well-versed in leading teams for the development and deployment of smart contracts on the Ethereum and other blockchain platforms. Our Board of Directors believes that Mr. Brown’s security based strategic approach to software and company development combined with his experience and education would be great asset and bring strong value to the Company.
Kyle Kummerle, Age 29
: Mr. Kummerle is currently the head of business development for Tectonic Engineering and Surveying Consultants, P.C., where he has worked since 2002. Kyle has successfully assisted in building that company to a Top 15 Telecommunications firm and Top 150 Engineering firm during his tenure there. Mr. Kummerle also has experience in acquiring capital and mentoring companies, as he has worked with nearly thirty real estate start-up businesses, which he has scaled up into successful businesses, with a core focus’ on gentrification and redevelopment. Due to Mr. Kummerle’s extensive experience with start-ups and in the small business world the Company is proud to bring him on as one of its Directors.
The Corporation has not entered into any compensatory agreement with any of the newly appointed directors at this time but may do so in the future.
