Item 5.01 Changes in
Control of Registrant
The information provided in Items 1.01, 2.01 and 3.02 of this Current
Report on Form 8-K is incorporated herein by reference.
As a result of the issuance and transfer of 230,000,000 shares of
our common stock to Cornerstone and its nominees, we have experienced a change of control of our company.
There are no arrangements known to the company, the operation of
which may, at a subsequent date, result in a change in control of the registrant.
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in Items 1.01, 2.01 and 5.01 of this Current
Report on Form 8-K is incorporated herein by reference.
On December 5, 2016, Kashif Khan resigned from all officer positions
and as a member of our Board of Directors. As a result, we mutually agreed to terminate Mr. Khan’s employment agreement.
Mr. Khan’s departure with our company was not the result of any disagreements with us regarding operations, policies, accounting
practices or otherwise. Mr. Khan will remain associated with our company in connection with his consulting role, as explained above.
Effective December 5
th
, 2016, we have appointed Michelle
Furnari as our Chief Executive Officer and member of our board of directors, James A. Essex as our Chief Financial Officer and
member of our board of directors, and Linda Sterling as our Secretary and member of our board of directors.
Michelle Furnari
From January 2009 to the present, Ms. Furnari has held the position
of Global Wealth Advisor with Pristine Capital, serving as a liaison with a number of banking institutions. She has been in the
banking and financial industry for most of her career, holding positions at Banque Baring Bros. Sturdza S.A., BSI Bank S.A., Wycombe
Financial Services, Banque Notz Stucki S.A. and Citigroup Private Bank.
James A. Essex
Mr. Essex has been with the publicly traded company, CardioGenics
Holdings Inc., since 1999. He currently serves as CFO. He founded Hunter & Associates Inc. in 1990, a private financial consulting
firm. Previously, he was a co-owner, President and COO of Calais Investigations, Inc., a private company (from 1993 to 1998),
a Vice President of Confederation Trust (1989) and a Vice President of Chemical Bank of Canada (now Chase Manhattan Bank of Canada)
from 1977 through 1987.
Linda Sterling
Ms. Sterling has been managing CardioGenics’ legal affairs
since 2003, where she currently serves as Director and Secretary. Linda has been in the legal community in the capacity as a Law
Clerk with both Stikeman Elliott LLP and Davies Ward Phillips & Vineberg LLP since 1999. She developed expertise with both
public and private company legal compliance and has been responsible for CardioGenics' compliance and maintenance of corporate
governance since 2001. She is licensed as a Legal Executive (F.Inst.L.C.O.); with the Institute of Law Clerks of Ontario, of which
she is a member. She has held the position of CEO and director of Sterling Studios since 1989.
Aside from the foregoing, Michelle Furnari, James A. Essex and
Linda Sterling do not hold and have not held over the past five years any other directorships in any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any
company registered as an investment company under the Investment Company Act of 1940.
There are no family relationships between Michelle Furnari, James
A. Essex and Linda Sterling and any of our directors or executive officers.