Item 5.01 Change in Control of Registrant.
On February 7, 2017, Panama Iphone Inc. (“Panama”), a significant shareholder of the Company, transacted for the sale (“Sale”) to Mr. Parsons, of 1,000,000 shares of Series E Preferred Stock held by Panama, representing all of the issued and outstanding shares of Series E Preferred Stock (“Series E”). The Series E are restricted securities. The Series E have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result of the Sale and upon closing, Mr. Parsons shall have 66.67% of the voting power of all shareholders at any time corporate action requires a vote of shareholders.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
On February 16, 2017, Mr. Robert Wilson resigned in all officer capacities from the Company, and Mr. Parsons was appointed as Chief Executive Officer, Chief Financial Officer, President and Secretary. The resignation was not the result of any disagreement with the Company on any matter relating to our operations, policies or practices.
Effective upon the 10th day after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended (“Appointment Date”), Mr. Wilson will automatically resign as sole director. On such Appointment Date, Mr. Parsons will be appointed as the Company’s director.
Mr. Garett Parsons Age 34, Chief Executive Officer, Chief Financial Officer, President and Secretary
Background of Mr. Garett Parsons
With over 10 years of financial consulting for both private and public equity markets, Mr. Parsons has much experience in the field of asset valuation, funding structures and public release document generation. His education includes a Bachelor of Arts in Political Science/ Economics from California State University Sacramento, Sacramento, Ca. and Associate of Arts in Liberal Studies/ Business San Joaquin Delta College and West Hills College, Stockton/ Coalinga Ca.
As of the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which Mr. Parsons is a party in connection with his appointments at the Company.
The following table sets forth certain information as of February 16, 2017 and gives effect to the above described transaction, with respect to the holdings of: (i) each of our current directors and named executive officers, (ii) each of the individuals who will be appointed as directors of Company on the Appointment Date, and (iii) all directors and executive officers as a group, including the new directors. Other than those individuals named below, no holder owns 5% or more of Company’s common stock. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein owns the shares directly and has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is the address of the Company. The information below is based on a total of 16,018,844 shares of the Company’s common stock outstanding as of February 16, 2017.
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Name of
Beneficial Owner
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Number of
Shares Held
|
% of
Common
shares
|
% of
Series E
Preferred
shares
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% of
Series F
Preferred
shares
|
% of
voting
Control
of the
Company
|
Garett Parsons (1)
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1,000,000 Series E Preferred Shares
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_______
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100%
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_______
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66.67%
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Capital Venture Holdings LLC (2)
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1,000 Series F Preferred Shares
|
_______
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_______
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100%
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_______
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Robert Wilson (3)
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0
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0
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0
|
0
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0
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Officers and Directors
as a group (2)
|
1,000,000 Series E Preferred Shares
1,000 Series F Preferred Shares
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0
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100%
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100%
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66.67%
|
Panama Iphone Corp.
|
1,684,467
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0
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0
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0
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10.52%
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(1) To be effective at closing which shall occur ten days after the filing and dissemination of the Schedule 14f -1 Information Statement.
(2) Mr. Parsons is the sole member of Capital Venture Holdings LLC and is thus deemed beneficial owner of the shares.
(3) As of the date of this filing, Mr. Wilson serves as our sole director. Ten days after the filing and dissemination of the Schedule 14f -1 Information Statement, Mr. Wilson will resign as a director and Mr. Parsons will be appointed director of the Company.
As of the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which Mr. Parsons is a party in connection with his appointments at the Company.