UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

SCHEDULE 14F-1

 

 

 

REPORT OF CHANGE IN MAJORITY OF DIRECTORS

 

INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES

EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

 

QUANTA, INC.

(Exact name of Registrant as specified in its charter)

 

Nevada   000-56025   81-2749032

(State of

Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

3606 W. Magnolia Blvd.

Burbank, CA 91505

(Address of principal executive offices)

 

818-659-8052

(Registrant’s telephone number including area code)

 

 

 

 
 

 

QUANTA, INC.

3606 W. Magnolia Blvd.

Burbank, CA 91505

 

INFORMATION STATEMENT PURSUANT TO

SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 14f-1 THEREUNDER

 

REPORT OF CHANGE IN MAJORITY OF DIRECTORS

 

November 20, 2020

 

This Information Statement is being mailed to holders of record of shares of common stock, par value $0.001 per share, of Quanta, Inc., a Nevada corporation, in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated thereunder.

 

THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE STOCKHOLDERS OF QUANTA, INC. NO PROXIES ARE BEING SOLICITED AND YOU ARE NOT REQUESTED TO SEND A PROXY.

 

If you have questions about or would like additional copies of this Information Statement, you should contact Eric Rice, President, Quanta, Inc., 3606 W. Magnolia Blvd. Burbank, CA 91505, Telephone: 818-659-8052.

 

  By Order of the Board of Directors,
   
  /s/ Eric Rice
  Eric Rice
  President and Director

 

Burbank, California

November 20, 2020

 

 
 

 

INTRODUCTION

 

This Information Statement is being mailed to holders of record as of November 1, 2020 (the “Record Date”) of shares of common stock of Quanta, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”), in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated thereunder. This Information Statement relates to an anticipated change in the composition of our Board of Directors (the “Board”) that is expected to occur in connection with the Company’s reorganization as a holding company, while transitioning the Company’s existing CBD business operations into a newly formed operating subsidiary. This Information Statement is being mailed on or about November 20, 2020 to all holders of record as of the Record Date.

 

The terms of the Transition to a Holding Company provide, among other things, that the Company shall transfer the current operations, including certain assets and liabilities, of its CBD business into a new, wholly-owned operating subsidiary, to be formed following the mailing of this Information Statement (the “Operating Sub”). The Operating Sub shall continue to operate as it does currently, with Eric Rice overseeing this transition of the CBD business into the Operating Sub.

 

In connection with the Company’s Transition to a Holding Company, Phil Sands, a seasoned executive with operating experience across a broad range of industries, was appointed to the Company’s Board of Directors on November 13, 2020. On November 13, 2020, the Company’s Board of Directors also appointed Mr. Sands to serve as Chief Executive Officer of the Company, which shall be effective ten days following the mailing of this Information Statement to our Shareholders. Pursuant to Mr. Sands appointment, our current Chief Executive Officer, Eric Rice, has submitted his resignation letter to the Board of Directors, which likewise does not take effect until ten days following the mailing of this Information Statement.

 

In order to assist the Company with its Transition to a Holding Company, and as a further inducement to bring Mr. Sands aboard as Director and CEO, Eric Rice executed a Control Block Transfer Agreement on November 16, 2020, which transfers his 2,500,000 shares of Series A Super Voting Preferred Stock to Mr. Sands. In addition, in order to assist the Company, on November 16, 2020 Mr. Rice has also executed a Share Cancellation Agreement by which he has elected to cancel and return to treasury a total of 17,030,032 shares of QNTA Common Stock, while retaining his ownership in 1,000,000 shares of our Common Stock. Mr. Rice’s cancellation of 17,030,032 shares will be processed ten days after the mailing of this Information Statement to our Shareholders, and is designed to strengthen the Company’s financial position, so that such cancelled shares may be returned to treasury and later used in order to fund future acquisitions or expansion.

 

Finally, in connection with its Transition to a Holding Company, on November 20, 2020, the Board of Directors approved an increase in the Company’s authorized shares of Common Stock from 100,000,000 to 500,000,000 shares by Unanimous Written Consent in order to provide the Company with sufficient shares to adequately pay down its debt, to allow for compensation to vendors and executives for ongoing services being rendered to the Company, and to accommodate for future financings and acquisitions. On November 20, 2020, the Board Received the Majority Shareholder’s Consent from Phil Sands, holder of 2,500,000 shares of our Series A Preferred Stock, approving the increase in our authorized shares of Common Stock to 500,000,000. No changes to our Preferred Stock are being made. A copy of the Nevada Certificate of Amendment is attached as an exhibit hereto.

 

At the effective time of the Transition to a Holding Company (the “Effective Time ” or the “Closing”), the Phil Sands will effectively control the Company, as its sole Officer and Director. The Transition to a Holding Company will therefore constitute a change in control of the. The Transition to a Holding Company is subject to certain conditions, including the approval of Phil Sands. The Transition to a Holding Company will become effective upon the Closing Date, currently anticipated to occur on or about ten days from the date this Information Statement is being mailed.

 

The foregoing descriptions of the Control Block Transfer Agreement and Share Cancellation Agreement does not purport to be complete and are qualified in their entirety by the terms of the actual Control Block Transfer Agreement and Share Cancellation Agreement, which were filed as an exhibit to a Current Report on Form 8-K on November 18, 2020.

 

No action is required by our stockholders in connection with this Information statement. However, Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder require the mailing to our stockholders of record of the information set forth in this Information Statement at least ten (10) days prior to the date a change in a majority of our directors occurs (otherwise than at a meeting of our stockholders). Accordingly, the Closing and the resulting change in a majority of our directors will not occur until at least ten (10) days following the mailing of this Information Statement. This Information Statement will be first mailed to the Company’s stockholders of record on or about November 20, 2020.

 

Please read this Information Statement carefully. It describes the terms of the Transition to a Holding Company and Share Cancellation Agreements and contains certain biographical and other information concerning our executive officers and directors after completion of the Transition to a Holding Company. All Company filings and exhibits thereto may be inspected without charge at the public reference section of the Securities and Exchange Commission (the “SEC”) at 100 F Street, N.E., Washington, DC 20549 or obtained on the SEC’s website at www.sec.gov.

 

 
 

 

MAJORITY OF VOTING SECURITIES APPROVED TRANSITION TO A HOLDING COMPANY

 

The Transition to a Holding Company was approved on November 13, 2020, by Eric Rice, the holder of all 2,500,000 shares of our Series A Preferred Stock, which gives Mr. Rice voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote.[1][2]

 

 

Title of Class  

Name

of Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

   

Percent of

Class

 
Series A Preferred Stock   Eric Rice     2,500,000       100 %

 

 

[1] On April 14, 2020, the Company filed a Certificate of Designation for the Company’s Series A Preferred Stock with the Secretary of State of Nevada designating 2,500,000 shares of its authorized preferred stock as Series A Preferred Stock, par value of $0.001 per share. The Series A Preferred Stock is not entitled to receive any dividends or liquidation preference and are not convertible into shares of the Company’s common stock. The holders of the Series A Preferred Stock, in the aggregate, have voting power equal to 51% of the total votes of all of the outstanding common and preferred stock of the Company entitled to vote. Accordingly, each share of Series A Preferred Stock shall have voting rights equal to one and one-tenth (1.1) times a fraction, the numerator of which is the shares of outstanding common stock and undesignated preferred stock of the Company and the denominator of which is number of shares of outstanding Series A Preferred Stock. With respect to all matters upon which stockholders are entitled to vote or give consent, the holders of the outstanding shares of Series A Preferred Stock shall vote with the holders of the common stock and any outstanding preferred stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Company’s Articles of Incorporation. Our Chairman, Chief Executive Officer and Chief Financial Officer, Eric Rice, was issued all 2,500,000 shares of the Series A Preferred Stock, giving him effective voting control over the Company’s affairs.

[2] On November 16, 2020, Eric Sands entered into a Control Block Transfer Agreement whereby he transferred his 2,500,000 shares of Series A Preferred Stock to Phil Sands.

 

CHANGE OF CONTROL

 

Pursuant to the terms of the Transition to a Holding Company, and to the Control Block Transfer Agreement and Share Cancellation Agreement, upon the closing of the Transition to a Holding Company, which will occur ten days following the mailing of this Information Statement to our Shareholders, Eric Rice will resign from all officer and director positions with the Company, Phil Sands will be our Sole Officer and Director, and Mr. Sands will also hold majority voting control of our issued and outstanding capital stock by virtue of his ownership of 2,500,000 shares of our Series A Super Voting Preferred Stock, which by its terms grants him 51% of the total votes of all outstanding shares of Common Stock and Preferred Stock of the Company entitled to vote..

 

Because of the change in the composition of the Board and the cancellation, transfer or issuance of securities contemplated by the Transition to a Holding Company, the Control Block Transfer Agreement and the Share Cancellation Agreements, there will be a change-of-control of the Company on the date the Transition to a Holding Company is completed.

 

 
 

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The following discussion sets forth information regarding our current executive officers and directors and our proposed executive officers and directors after completing the transactions contemplated by the Transition to a Holding Company and Share Cancellation Agreements. If any proposed director listed in the tables below should become unavailable for any reason, which we do not anticipate, the directors will vote for any substitute nominee or nominees who may be designated by Phil Sands prior to the date the new directors take office.

 

Executive Officers and Directors

 

The following table sets forth certain information regarding our directors and executive officers currently and upon completion of the Transition to a Holding Company:

 

Name   Age   Position
Eric Rice   43   Current Chairman, Chief Executive Officer, Chief Financial Officer and Sole Director, who’s resignation from such positions will be effective once ten days have passed since the mailing of this Schedule 14F to the Company’s Shareholders. Mr. Rice will continue to oversee the transition of the Operating Sub.
         
Jeffrey Doiron   47   President and Chief Operations Officer, furloughed in October, whose role will be assumed by Phil Sands.
         
Kirk Westwood   48   Vice President, furloughed in October, whose role will be assumed by Phil Sands.
         
Blake Gillette   25   Executive Vice President, furloughed in October, whose role will be assumed by Phil Sands.
         
Phil Sands   59   Newly Appointed Director as of November 13, 2020, Future Chief Executive Officer, who will likewise assume the positions of President, Treasurer and Corporate Secretary to be effective after at least 10 days following the mailing of this Information Statement

 

Eric Rice, Current Chairman, Chief Executive Officer, Chief Financial Officer and Sole Director, whose resignation is effective after at least 10 days following the mailing of this Information Statement.. Eric Rice is a leading American entrepreneur. He started his business career in Chicago in wealth management and high-net-worth financial advising before spending more than a decade building businesses at the nexus of multiple industries including artificial intelligence, machine learning, technology. Along the way, he worked with founders across multiple sectors to create profitable, enduring enterprises, demonstrating a keen eye for the nuances of markets and corresponding growth opportunities. In 2013, he cofounded 25 Ventures, a venture studio that developed multiple companies in various areas including wellness, ad tech, and cannabis. He is a sought-after partner for start-ups and established businesses around the globe. With its world-changing ambitions, Quanta represents the culmination of Eric’s years of insight and experience, merging his market acumen with his longstanding interest in the applied sciences. He lives in Burbank with his wife and two children, and still finds time to make it to the batting cages.

 

Jeffrey Doiron, President and Chief Operations Officer, whose role will be assumed by Phil Sands until a replacement is appointed in the future. Before taking over operations for Quanta, Mr. Doiron founded and grew one of the continent’s most innovative advanced digital agencies. He was the Managing Director and Cofounder of Fuel Industries Inc from 1999 through 2017. He uses his vast experience to connect new and exciting ideas with the right partners and brands. He guides the team to unlock their most creative selves and drive forward the momentum of the company. The Company concluded that Mr. Doiron’s past experiences and training render him qualified to serve in these capacities.

 

Kirk Westwood, Vice President, whose role will be assumed by Phil Sands until a replacement is appointed in the future. An expert with thousands of hours of experience in reading people and in what cultures do around the world to create what looks like good fortune. It was during his 4 years within an Australian Special Forces Unit that Kirk coined the term “The Luck Bubble” to describe the phenomena of Elite Special Forces Operators experiencing extreme moments of good fortune whilst on operations. It is a very real, and trainable dynamic that has now been used repeatedly to help organizations, sports teams and individuals make millions, create winning dynasties, pivot technologies and radically improve corporate cultures.

 

Blake Gillette, Executive Vice President, whose role will be assumed by Phi Sands until a replacement is appointed in the future. Prior to taking on the role of Executive Vice President at Quanta, Mr. Gillette started his career at Red Bull Energy Drinks, before moving on to the world of entrepreneurship. Having spent the prior 5 years before Quanta in the startup world, ranging from the clothing industry to E-learning platforms, and Artificial Intelligence. He went on to become a partner and co-founder of 25 Ventures, an incubator for early-stage companies looking to scale quickly and improve operating performance. He then joined Quanta in a full-time capacity as it’s Executive Vice President.

 

Phil Sands, Newly Appointed Director, Future President, CEO and Treasurer and Corporate Secretary to be effective after at least 10 days following the mailing of this Information Statement. Mr. Phil Sands brings over 20 plus years of corporate executive experience, business development, project management, investment consultation, and B2B sales experience within Small Business and Corporate America. He has served in diverse companies with positions of Investment Consultant, Business Development Manager, Director of Investor Relations and Principal of small businesses. Mr. Sands has through collaboration worked with investment firms and helped developed strategies for public and private funding offerings, debt debenture offerings, help with Private Placements, balance sheet review and offer investment location consultation, client presentation, coaching, and access to market makers and broker dealers. Has worked with clients from all sectors with diverse back grounds on the OTC markets as well NASDAQ companies. Sectors range from alternative energy, technical, medical, manufacturing and more. Since 2011, Mr. Sands has served as Principal of Cold River Capital Incorporated, providing consulting services to clients seeking capital through private equity and institutional investors. His work with small business owners and Small-Cap companies has helped to raise capital through debt & equity structured funding, acquisition and growth capital. From 2004 to 2011, Mr. Sands served as Principal of Dynamic Business Services. From 2000 to 2004, Mr. Sands served as Principal of Splashmail Incorporated, a software sales company. From 1998 to 2000, Mr. Sands served as Northeast Territory Manager for Avatech Solutions. From 1997 to 1998, Mr. Sands began his career as a Consultant/Northeast Business Development Manager with General Electric Information Technology Systems. Mr. Sands studied Business Administration at Emmanuel College.

 

 
 

 

Terms of Office

 

Our directors serve until our next annual shareholders’ meeting or until their successors are elected and qualified. Our executive officers hold their positions at the discretion of our Board, subject to any employment or management agreements. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

 

Significant Employees

 

As of the date hereof, we have no significant employees other than the named officers above, and we do not anticipate having any significant employees following the Transition to a Holding Company, other than our named executive officers.

 

Family Relationships

 

There are no family relationships between or among any of the current and incoming directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

To our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no Federal or State judicial or administrative orders, judgments or decrees or findings, no violations of any Federal or State securities law, and no violations of any Federal commodities law material to the evaluation of the ability and integrity of any director (existing or proposed) or executive officer (existing or proposed) of the Company during the past ten (10) years.

 

Transactions with Related Persons

 

On April 14, 2020, we issued to Eric Rice, our Current Chairman, Chief Executive Officer and Chief Financial Officer, 2,500,000 shares of a newly created class of preferred stock, Series A Preferred Stock, in a private placement transaction in satisfaction of certain accrued but unpaid compensation in the amount of $120,000 then owed to Mr. Rice. Under the terms of the Control Block Transfer Agreement dated November 16, 2020, the 2,500,000 shares of Series A Preferred Stock were transferred from Eric Rice to Phil Sands.

 

Except as set forth above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last two fiscal years, including the transition period ended December 31, 2018.

 

The Board appointed Phil Sands as a director on November 13, 2020, and since that time our Board of Directors has consisted of two members, including newly appointed Director, Phil Sands and Eric Rice, who was previously our Sole Director. See the description of our share ownership below for more information.

 

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

 

While we do not have any special committee, policy or procedure related to the review, approval or ratification of transactions with related persons, our board of directors reviews all such transactions.

 

 
 

 

Director Independence

 

Director Independence

 

Our securities are not listed on a national securities exchange, NASDAQ, or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. We evaluate independence by the standards for director independence set forth in the NYSE MKT Marketplace Rules.

 

Under these rules, a director is not considered to be independent if he or she also is an executive officer or employee of the corporation. As a result, our current director, Eric Rice, is not considered independent. Upon completion of the Transition to a Holding Company, our new director, Phil Sands, will not be considered independent because he will also serve as an officer of our company.

 

Board of Directors’ Meetings

 

During the fiscal year ended December 31, 2019, our board of directors did not meet, as it consisted of one member, Eric Rice. Our board conducted all business and approved all corporate actions during the fiscal year ended December 31, 2019 by the unanimous written consent of its members, in the absence of formal board meetings.

 

Committees of the Board of Directors

 

As our common stock is not presently listed for trading or quotation on a national securities exchange or NASDAQ, we are not presently required to and do not have any board committees.

 

The Board performs the functions of the audit committee. The Board does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert.

 

Due to our small size and limited operations to date, we do not presently have a nominating committee, compensation committee or other committee performing similar functions. We have not adopted any procedures by which security holders may recommend nominees to the Board, and we do not have a diversity policy.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Security Exchange Act of 1934 requires directors, executive officers and 10% or greater shareholders of Quanta to file with the Securities and Exchange Commission initial reports of ownership (Form 3) and reports of changes in ownership of equity securities of the Company (Form 4 and Form 5) and to provide copies of all such Forms as filed to Quanta. Based solely on Quanta’s review of the copies of these forms received by it or representations from certain reporting persons, management believes that SEC beneficial ownership reporting requirements for fiscal 2019 were met.

 

Code of Ethics

 

The Company’s Code of Ethics was filed as Exhibit 14.1 to our S-1 Registration Statement originally filed on March 27, 2017 and is incorporated herein by reference.

 

Board Leadership Structure and Role on Risk Oversight

 

Eric Rice currently serves as our Current Chairman, Chief Executive Officer and Chief Financial Officer. Eric Rice was the sole member of our board of directors until the Board appointed Phil Sands as a director on November 13, 2020. On November 13, 2020, Mr. Sands was also appointed to serve as Chief Executive of the Company, which will become effective ten days following the mailing of this Information Statement to our Shareholders, at which time Mr. Rice’s resignation from all officer and director positions will likewise be effective.

 

We have no policy requiring the combination or separation of the Principal Executive Officer and Chairman roles and our governing documents do not mandate a particular structure. Our directors recognize that the leadership structure and the combination or separation of these leadership roles is driven by our needs at any point in time.

 

 
 

 

Our directors are involved in the general oversight of risks that could affect our business and they will continue to evaluate our leadership structure and modify such structure as appropriate based on our size, resources and operations.

 

Other Information

 

We are required to file periodic reports, proxy statements and other information with the SEC. You may read and copy this information at the Public Reference Room of the SEC, 100 F. Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain a copy of these reports by accessing the SEC’s website at http://www.sec.gov. Quanta, Inc., 3606 W. Magnolia Blvd., Burbank, CA 91505.

 

Stockholder Communication with the Board of Directors

 

Stockholders may send communications to our board of directors by writing to Quanta, Inc., 3606 W. Magnolia Blvd., Burbank, CA 91505.

 

Executive Compensation

 

Management Compensation

 

Summary Compensation Table

 

The following table sets forth all of the compensation awarded to, earned by or paid to our named directors, executive officers and key employees for the fiscal year ended December 31, 2019, the transition period ended December 31, 2018 and the fiscal year ended April 30, 2018:

 

Name and Principal
Position
  Period  

Base

Salary

($)

   

Option
Awards

($)(2)

   

All

Other

Compensation
($)

   

Total

($)

 
Eric Rice   Fiscal Year ended December 31, 2019     103,044                   103,044  
Founder, Chairman and Chief   Transition Period ended December 31, 2018     14,500                   14,500  

Executive Officer

(Principal Executive Officer) (1)

  Fiscal Year ended April 30, 2018                        
                                     
Jeffrey Doiron   Fiscal Year ended
December 31, 2019
    93,732       415,672             509,404  
President (1)   Transition Period ended
December 31, 2018
                59,027       59,027  
    Fiscal Year ended April 30, 2018                        
                                     
Kirk Westwood   Fiscal Year ended
December 31, 2019
    71,803       566,826       30,293       668,922  
Vice President (1)   Transition Period ended
December 31, 2018
                87,710       87,710  
    Fiscal Year ended April 30, 2018                        
                                     
Blake Gillette   Fiscal Year ended
December 31, 2019
            -       -          
    Transition Period ended
December 31, 2018
    38,332       -       -          
    Fiscal Year ended April 30, 2018     25,800       -       -          

 

(1) Appointed June 6, 2018.
   
(2) The amounts reported in this column represent the aggregate grant date fair value of option awards computed in accordance with FASB ASC Topic 718 by utilizing the Black-Scholes option-pricing model.

 

Employment Agreements

 

The Company entered into employment agreements with Mr. Rice, Doiron, Gillette and Westwood on September 4, 2019 pursuant to which Mr. Rice agreed to serve as our Chief Executive Officer for annual compensation of $120,000, Mr. Doiron agreed to serve as our President for annual compensation of $108,000, Mr. Gillette agreed to serve as Executive Vice President for $78,000, and Mr. Westwood agreed to serve as our Vice President for annual compensation of $78,000. Mr. Rice’s agreement has a term of three years and either party can terminate the agreement at any time; provided that unless terminated by us for cause or terminated by the employee without good reason, Mr. Rice is entitled to twelve months’ severance. Mr. Doiron’s agreement has a term of three years and either party can terminate the agreement at any time; provided that unless terminated by us for cause or terminated by the employee without good reason, Mr. Doiron is entitled to three months’ severance. Mr. Gillette’s agreement has a term of three years and either party can terminate the agreement at any time; provided that unless terminated by us for cause or terminated by the employee without good reason, Mr. Gillette’s is entitled to three months’ severance. Mr. Westwood’s agreement has a term of three years and either party can terminate the agreement at any time; provided that unless terminated by us for cause or terminated by the employee without good reason, Mr. Westwood is entitled to three months’ severance.

 

Benefit Plans

 

There are no arrangements or plans pursuant to which we provide pension, retirement or similar benefits to our directors or executive officers. We do not have any material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to directors or executive officers.

 

We do not have any contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to any officers or any other persons following, or in connection with, the resignation, retirement or other termination of an officer, or a change in control of us or a change in an officer’s responsibilities following a change in control. We may pay compensation to our officers in the future; however, the amounts and timing of the payments have not been determined.

 

Stock Options

 

On December 19, 2019, Jeffrey Doiron and Kirk Westwood were granted options to acquire the company’s common stock. One option was for 1,100,000 shares at an exercise price of $0.23 per share; 550,000 vested immediately and the remaining 550,000 vest ratably over the 24-month period after the date of the grant. One option was for 1,500,000 shares at an exercise price of $0.10 per share; 1,000,000 vested immediately and the remaining 500,000 vest ratably over a 12-month period beginning 12 months after the date of the grant. On May 22, 2020, each of these options was amended to reduce the exercise price to $0.10 per share.

 

Compensation of Directors

 

We do not have any standard arrangements pursuant to which directors are compensated for their services as directors. None of our directors has received any compensation of any nature on account of services rendered in such capacity. We have not established a policy to provide compensation to our directors for their services in such capacity. Our board will consider developing such a policy in the future.

 

 
 

 

Employment Agreements

 

We have not entered into any employment agreements to date.

 

Indebtedness of Directors and Officers

 

None of our directors or officers, and no associates or affiliates of any of them, is indebted to us.

 

Compensation Committee Interlocks and Insider Participation

 

We do not have a compensation committee or a committee performing similar functions. All compensation matters are determined by our board of directors. We plan to have a compensation committee when we elect additional independent persons to our board of directors.

 

Change of Control

 

We have no pension or compensatory plans or other arrangements which provide for compensation to our directors or officers in the event of a termination of employment or a change in our control.

 

Compensation Committee Interlocks and Insider Participation

 

As described above, given our size and limited operations, we do not have a compensation committee or a committee performing similar functions.

 

Compensation Committee Report

 

Because we do not have a compensation committee or a committee performing similar functions, we do not have a compensation committee report.

 

Security Ownership of Certain Beneficial Owners and Management

 

Prior to the Transition to a Holding Company

 

The following table sets forth the ownership of our common stock as of November 1, 2020 by each of our directors and executive officers, by all of our executive officers and directors as a group and by each person known to us to be the beneficial owner of more than 5% of any class of our securities. There were 56,900,978 shares of our common stock issued and outstanding immediately prior to the Transition to a Holding Company. All persons named have sole voting and investment power with respect to the securities held by them, except as otherwise noted. The number of securities described below includes shares which the beneficial owner has the right to acquire within 60 days of the date of this report.

 

Class of Stock   Name and Address of
beneficial owner (1)
 

Amount and
Nature of
Beneficial

Ownership

    Amount and
Nature of
beneficial
ownership
acquirable(2)
    Percentage
of Class
Owned (3)(4)
 
Common Stock   Eric Rice     18,030,032               31.7 %
Common Stock   Jeffrey Doiron     93,047       675,000       0.16 %
Common Stock   Kirk Westwood     36,628       1,145,833       0.06 %
Common Stock   Blake Gillette     2,076,374       -       3.6 %
Common Stock   All directors and executive officers as a group (4)     18,159,707       1,820,833       35.9 %
Series A Preferred Stock   Eric Rice     2,500,000       0       100 %

 

(1) The address for all officers, directors and beneficial owners is c/o Quanta, Inc., 3606 W Magnolia Blvd, Burbank, CA 91505.
   
(2) This column reflects securities that a person has the right to acquire within 60 days. On December 19, 2019, Jeffrey Doiron and Kirk Westwood were granted options to acquire the company’s common stock. One option was for 1,100,000 shares at an exercise price of $0.23 per share; 550,000 vested immediately and the remaining 550,000 vest ratably over the 24-month period after the date of the grant. One option was for 1,500,000 shares at an exercise price of $0.10 per share; 1,000,000 vested immediately and the remaining 500,000 vest ratably over a 12-month period beginning 12 months after the date of the grant. On May 22, 2020, each of these options was amended to reduce the exercise price to $0.10 per share.
   
(3) Based on number of issued and outstanding shares of common and Series A preferred stock outstanding as of set forth above.
   
(4)  Prior to entering into the Share Cancellation Agreement and Control Block Transfer Agreement on November 16, 2020, Eric Rice, our Current Chairman and Chief Executive Officer, owned 18,030,032 shares (31.7% of our common stock) and 2,500,000 shares (100%) of our Series A preferred stock.

 

 
 

 

Changes in Control

 

There are no arrangements known to us the operation of which may at a later date result in a change in control of our company, other than the Transition to a Holding Company described herein.

 

Following the Transition to a Holding Company

 

The following table sets forth the anticipated beneficial ownership of our common stock at the Effective Time by (i) each person anticipated by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (ii) each of our directors and executive officers and (iii) all officers and directors as a group. The percentage ownership assumes that Mr. Rice’s 17,030,032 shares will have been cancelled and returned to treasury, and following that cancellation, that 39,870,946 shares of our common stock will be outstanding at the Effective Time. Unless otherwise indicated in the table, the persons and entities named in the table are expected to have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name.

 

Class of Stock   Name and Address of
beneficial owner (1)
 

Amount and
Nature of
Beneficial

Ownership

    Amount and
Nature of
beneficial
ownership
acquirable(2)
    Percentage
of Class
Owned (3)%
 
Common Stock   Eric Rice     1,000,000               2.5 %
Common Stock   Jeffrey Doiron     93,047       675,000       0.23 %
Common Stock   Kirk Westwood     36,628       1,145,833       0.09 %
Common Stock   Blake Gillette     2,076,374       -       5.2 %
Common Stock   All directors and executive officers as a group (4)     0       1,820,833       0 %
Series A Preferred Stock   Phil Sands     2,500,000       0       100 %

 

(1) The address for all officers, directors and beneficial owners is c/o Quanta, Inc., 3606 W Magnolia Blvd, Burbank, CA 91505.
   
(2) This column reflects securities that a person has the right to acquire within 60 days. On December 19, 2019, Jeffrey Doiron and Kirk Westwood were granted options to acquire the company’s common stock. One option was for 1,100,000 shares at an exercise price of $0.23 per share; 550,000 vested immediately and the remaining 550,000 vest ratably over the 24-month period after the date of the grant. One option was for 1,500,000 shares at an exercise price of $0.10 per share; 1,000,000 vested immediately and the remaining 500,000 vest ratably over a 12-month period beginning 12 months after the date of the grant. On May 22, 2020, each of these options was amended to reduce the exercise price to $0.10 per share.
   
(3) Based on number of issued and outstanding shares of common and Series A preferred stock outstanding as of set forth above.
   
(4)% At the Effective Time, Eric Rice, Jeffrey Doiron, Kirk Westwood and Blake Gillette will cease to be directors or executive officers, and Phil Sands will not own Common Stock, so the percentage is 0%. This also reflects share ownership percentages following the Share Cancellation Agreement and Control Block Transfer Agreement on November 16, 2020, after which, Eric Rice, our Current Chairman and Chief Executive Officer, will own 1,000,000 shares of common stock and Phil Sands will own 2,500,000 shares (100%) of our Series A preferred stock.

 

Legal Proceedings

 

We are currently not a party to any material legal proceedings, nor are we aware of any material pending legal proceedings to which we are a party or of which our property is the subject. We also know of no proceedings to which any of our directors, officers or affiliates, or any registered or beneficial holders of more than 5% of any class of our securities, or any associate of any such director, officer, affiliate or security holder are an adverse party or have a material interest adverse to us.

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

We file periodic reports with the SEC. You may obtain a copy of these reports by accessing the SEC’s website at http://www.sec.gov. You may also send communications to the Board of Directors at: Quanta, Inc., 3606 W. Magnolia Blvd. Burbank, CA 91505.

 

 

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