10120 S. Eastern Avenue, Henderson, NV
89052
(Address of
principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (702)
896-1003
Not applicable.
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 –
Registrant’s Business
and Operations
Item 1.01 Entry into a
Material Definitive Agreement
Settlement with Former
Consultants.
On August
21, 2015, Registrant entered into a Mutual Release and Settlement
Agreement (the “Agreement”)
with Indian River Financial Services, LLC, a Florida consulting
firm (“IRFC”).
Registrant entered into a Consulting Agreement with IRFC on
October 1, 2014 under which IRFC agreed to provide regulatory and
related compliance services to Registrant in connection with a
contemplated reverse merger transaction with a third party, as
previously reported by Registrant. The Consulting Agreement
provided that Registrant would compensate IRFC in the amount of
$10,000 per month until the proposed reverse merger was completed,
which was expected to be by January 31, 2015. The original
reverse merger agreement was later amended and restated by the
parties, and IRFC was asked to provide additional regulatory
compliance services. As of the date of the Agreement,
Registrant owed IRFC a total of $71,000 in earned but unpaid
consulting fees under the Consulting Agreement. As a result
of a change in circumstances as well as additional information, the
proposed reverse merger has now been abandoned and Registrant and
IRFC agreed to terminate the Consulting Agreement as of August 21,
2015. In consideration for the cancellation and forgiveness
by IRFC of the unpaid fees due under the Consulting Agreement,
Registrant released IRFC from any and all claims or liabilities of
any kind arising from or out of the Consulting Agreement or any
consulting services provided to Registrant by IRFC.
Section 5 – Corporate
Governance and Management
Item 5.03 Amendments to
Articles of Incorporation or By-Laws; Change in Fiscal
Year.
On
September 15, 2015, Registrant completed the process of relocating
its domicile of incorporation from California to Wyoming, a
transaction approved by written consent of a majority of shares
entitled to vote. This was undertaken due to the cost and
delays of compliance with California corporate requirements by
Registrant. The relocation was accomplished by the filing of
Articles of Continuance in Wyoming and the subsequent filing of
Articles of Dissolution in California. There was
no change in the number of shares issued and outstanding or the
rights and undertakings of any class of stock outstanding.
On
September 24, 2015, Registrant filed Articles of Amendment to the
Articles of Conversion in Wyoming to increase the number of common
shares authorized to 20,000,000,000. This was done in order
to have shares available for conversions and reserves of
outstanding convertible promissory notes previously issued by
Registrant. That amendment is pending but is not yet effective.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.