ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Shortly before
October 24, 2017, Dr. Kok Chee LEE told a mutual friend of he and Mr. Thomas Raack that he and the rest of the Asian-based management
wanted to discontinue their respective involvement with the Company and the failed business attempts during their tenure with the
Company, and asked his friend to see if he knew anyone who would take over management control of the Company on the basis there
would be no cash involved in the transfer, but Mr. LEE advised that 7,250,000 restricted shares of Common Stock, representing 100%
of all of the issued and outstanding restricted shares, would be surrendered to the Company and transfer agent for cancellation.
His friend contacted Mr. Thomas Raack and he advised he would do so. This was an oral arrangement which proceeded precisely as
discussed among the 3 parties. As a result of this arrangement, no shares were issued, directly or indirectly, to Mr. Thomas Raack
or anyone affiliated, directly or indirectly, with Mr. Raack, or his family members.
On October 24,
2017, consistent with his verbal arrangements, Dr. Kok Chee LEE resigned from his official positions as Director, CEO and President
of the Company, and Mr. Siew Heok Ong resigned from his official positions as Director and COO of the Company. That left Ms. Sreyneang
Jin the sole remaining Director, and on the same day, she appointed Mr. Thomas Raack to fill the remaining term of Mr. Lee, as
Director. Mr. Raack formally accepted his appointment.
On October 25,
2017, Mr. Siew Heok Ong resigned from his official positions as Director and CFO of the Company, and on the same day, Ms. Sreyneang
Jin resigned from her official positions as Director and COO of the Company.
On October 26,
2017, Mr. Raack, as the sole remaining Director of the Company, appointed himself as the CEO, President, Secretary and Treasurer
of the Company. This effected a change in control, based on the control of management. No shares were issued or transferred to
Mr. Thomas Raack in connection with this change in management, and no shares were owned, directly or indirectly, by Mr. Thomas
Raack or family members or persons affiliated with him.
ITEM
5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On October 24,
2017, consistent with his verbal arrangements, described above in Item 5.01, Dr. Kok Chee LEE resigned from his official positions
as Director, CEO and President of the Company, and Mr. Siew Heok Ong resigned from his official positions as Director and COO of
the Company. That left Ms. Sreyneang Jin the sole remaining Director, and on the same day, she appointed Mr. Thomas Raack to fill
the remaining term of Mr. Lee, as Director. Mr. Raack formally accepted his appointment.
On October 25,
2017, Mr. Siew Heok Ong resigned from his official positions as Director and CFO of the Company, and on the same day, Ms. Sreyneang
Jin resigned from her official positions as Director and COO of the Company.
On October 26,
2017, Mr. Raack, as the sole remaining Director of the Company, appointed himself as the CEO, President, Secretary and Treasurer
of the Company.
On December 12,
2017, Mr. Raack, as the sole remaining Director of the Company, appointed Mr. Markus W. Frick, 44, as a Director, to fill the remaining
term of Mr. Siew Heok Ong. Mr. Frick has formally accepted his appointment.
On December 16, 2017, subsequent to the Board of Directors’
approval and execution of the Asset Purchase Agreement, as described in the Form 8-K filed on 12/19/2017, the Board of Directors
of the Company appointed Mr. Steve Raack, 46, as a Director, to fill the remaining term of Ms. Sreyneang Jin, who resigned from
her official positions as Director and COO of the Company on October 26, 2017. Mr. Steve Raack has formally accepted his appointment.
Concurrently, Thomas Raack resigned his positions as CEO and President, and the Board of Directors concurrently appointed Steve
Raack to serve as CEO and President. The Board of Directors also concurrently confirmed that Thomas Raack would remain as Secretary,
Treasurer and CFO of the Company.
Pursuant to the Asset Purchase Agreement,
on
December 18, 2017, we issued 9,000,000 shares of our restricted common stock as consideration for the purchase of assets, pursuant
to the closing of an Asset Purchase Agreement. No cash was involved in the transaction. The 9,000,000 shares were the sole consideration
paid by the Company for the purchase of assets from the three (3) individual owners, on the basis of 3,000,000 shares each. Prior
to issuance, Mr. Larry McNabb assigned all his rights, titles and interest in and to his 3,000,00 shares to B.L.U.E. Stone Ltd.
At this point, the 9,000,000 shares represented control of 83.3% of the total issued and outstanding shares of the Company and
constituted control of the Company.
On December 18, 2017, the following four (4) separate shareholders
of the Company voluntarily surrendered to the transfer agent a total of 7,250,000 restricted shares for cancellation:
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1.
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Tycoon Luck Global Ltd.; 5,950,000 shares;
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2.
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LWH Biomass Sdn Bhd: 400,000 shares;
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3.
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Yuping Wang: 450,000 shares; and
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4.
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Yujie Wang: 450,000 shares.
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