Item 5.01 Changes in Control of Registrant
On May 28, 2022, Modern Art Foundation Inc. (“Modern Art”)
Rene Lauritsen and Fastbase Holding Inc. agreed to transfer 77,669,078 shares of common stock in the Company to Ilustrato
Pictures International Inc. (“Ilustrato”). Pursuant to
a Stock Transfer Agreement, Ilustrato purchased the shares for an aggregate
amount of $500,000. Mr. Nicolas Link is CEO of Ilustrato which is the beneficial
owner.
As a result of this transaction, there has been a change in control of
the Company. The 77,669,078 shares transferred amounts to 77% of the outstanding shares in our Company. Consequently, Ilustrato
is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required
and, ultimately, the direction of our Company.
As a result of the Change of Control, Mr. Quintal resigned as Chairman
of the Board, and Mr. Link was appointed as the Company's Chairman of the Board. There was no known disagreement with Mr. Qunital on any
matter relating to our operations, policies or practices.
There are no further arrangements known to the Company, the operation of
which may, at a subsequent date, result in a change in control of the Company.
There are no arrangements or understandings among Modern Art Foundation
Inc. (“Modern Art”) Rene Lauritsen and Fastbase Holding Inc., Ilustrato
and their associates with respect to election of directors or other matters.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information contained in Item 5.01 above is incorporated herein by
reference into this Item 5.02.
On May 28, 2022, the Board appointed Louise Bennett as our newly appointed
Chief Operating Officer.
From 2021 to the present, Ms. Bennet was the VP Operations for Ilustrato
Pictures International Inc. From 2014 to the present, Ms. Bennet was the General Manager of FB Fire Technologies.
Aside from that provided above, Ms. Bennett does not hold and has 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 were no arrangements or understandings between Ms. Bennett and any
other persons pursuant to which he was selected as Chief Operating Officer.
There are no family relationships between Ms. Bennett and any of our directors
or executive officers.
On May 28, 2022, the Board appointed Krishnan Krishnamoorthy as our newly
appointed Chief Financial Officer.
From 2022 to the present, Mr. Krishnamoorthy was Chief Financial Officer
of Ilustrato Pictures International Inc. From 2020 to 2022, Mr. Krishnamoorthy was Chief Financial Officer of The Bahrain Ship Repairing
and Engineering Company BSC. From 2018 to 2020, Mr. Krishnamoorthy was Chief Financial Officer of HD Holding Group.
Aside from that provided above, Mr. Krishnamoorthy does not hold and has
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 were no arrangements or understandings between Mr. Krishnamoorthy
and any other persons pursuant to which he was selected as Chief Financial Officer.
There are no family relationships between Mr. Krishnamoorthy and any of
our directors or executive officers.
On May 28, 2022, the Board appointed John-Paul Backwell as our newly appointed
Chief Commercial Officer.
From 2021 to the present, Mr. Backwell was Managing Director of Ilustrato
Pictures International Inc. From 2022 to present, Mr. Backwell was Director of Emergency Response Technologies Inc. From 2019 to present,
Mr. Backwell was Chief Managing Director of Detego Global. From 2019 to 2021, Mr. Backwell was Non-Executive Director of Connect Now.
From 2008 to 2018, Mr. Backwell was Non-Executive Director of RUBA Group.
Aside from that provided above, Mr. Backwell
does not hold and has 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 were no arrangements or understandings between Mr. Backwell
and any other persons pursuant to which he was selected as Chief Commercial Officer.
There are no family relationships between Mr. Backwell
and any of our directors or executive officers.
On May 28, 2022, the Board appointed Nicolas Link as our newly appointed
Chairperson.
From 2021 to the present, Mr. Link was Chief Executive Officer of Ilustrato
Pictures International Inc. From 2014 to present, Mr. Link was Chief Executive Officer of FB Fire Technologies. From 2014 to present,
Mr. Link was Chief Executive Officer of Firebug Group.
Aside from that provided above, Mr. Link does not hold and has 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 were no arrangements or understandings between Mr. Link and any other
persons pursuant to which he was selected as Director.
There are no family relationships between Mr. Link and any of our executive
officers.
Our newly appointed officers and director have not had any material direct
or indirect interest in any of our transactions or proposed transactions over the last two years. At this time, we do not have a written
employment agreement or other formal compensation agreements. Compensation arrangements with our officers and director are the subject
of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.