Item 5.01 Changes in Control of Registrant.
On March
11, 2019, the shareholders of PRH, acquired control of 85,000 shares of the Series B Preferred Stock of the Company, representing
85% of the Company’s total issued and outstanding Series B Preferred Stock, in exchange for 100% of the issued and outstanding
shares of PRH, per the terms of a Securities Exchange Agreement by and between the Company and PRH.
There
are no arrangements or understandings between the Company, and PRH, and/or their respective associates with respect to the election
of directors or other matters.
On March 12, 2019, PRH, distributed the shares
of Series B Preferred Stock to its shareholders.
On March
5, 2019, Chad Fischl, acquired control of 51 shares of the Series A Preferred Stock of the Company, representing 100% of the Company’s
total issued and outstanding Series A Preferred Stock, from TCA Share Holdings, LLC a Limited Liability Company, in exchange for
agreeing to become the President, Chief Executive Officer and Director of the Company.
The
following table sets forth, as of March 5, 2019, the beneficial ownership of the outstanding common stock by: (i) any holder of
more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers
as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power
with respect to such shares of common stock. As of the date of this Current Report, there are 91,697,617 shares of common
stock 51 shares of Series A Preferred Stock and 85,000 shares of the Series B Preferred Stock issued and outstanding.
Name and Address of Beneficial Owner
|
|
Amount and Nature of Beneficial Ownership
(1)
|
|
Percentage of Beneficial Ownership
(2)
|
|
Directors and Officers:
|
|
|
|
|
|
Chad Fischl
628 6
th
Street, East Saskatoon,
SK S7H 1C2
|
|
51 Series A Preferred Shares
4,745 Series B Preferred Shares
|
|
|
60
|
%
|
Bailey Fischl
628 6
th
Street, East Saskatoon,
SK S7H 1C2
|
|
4,746 Series B Preferred Shares
|
|
|
9.9
|
%
|
Clara Fischl
49 Guy Drive, Prince Albert, SK S6X 0A3
|
|
9,421 Series B Preferred Shares
|
|
|
9.9
|
%
|
Carla Blampin
Box 525, Big River, SK S0J 0E0
|
|
9,421 Series B Preferred Shares
|
|
|
9.9
|
%
|
Sharon Branconnier
30736 Burgess Ave, Abbotsford, B.C. V4X 2A6
|
|
9,420 Series B Preferred Shares
|
|
|
9.9
|
%
|
Jolene Branonnier
3044-240 St. Langley, B.C. V2Z 1N3
|
|
9,421 Series B Preferred Shares
|
|
|
9.9
|
%
|
Norman James Payton
1561 Monte Creek Rd., Monte Creek B.C. V02 2MO
|
|
9,421 Series B Preferred Shares
|
|
|
9.9
|
%
|
Ismail Abdul Fattah
Suite 1105 510 6
th
Ave, S.E. Calgary
AB T2G 1I7
|
|
7,084 Series B Preferred Shares
|
|
|
9.9
|
%
|
Ahmad Abdel Latif Yassine
P.O. Box 41 Chatura Bekka Lebanon, Bekaa
|
|
7,083 Series B Preferred Shares
|
|
|
9.9
|
%
|
Adrian LaChance
6245 Cronquist Dr., T4N 1 E2
|
|
9,887 Series B Preferred Shares
|
|
|
9.9
|
%
|
Emily LaChance
125 Caribou Crescent, T4P 0V6
|
|
2,175 Series B Preferred Shares
|
|
|
9.9
|
%
|
Carly LaChance
|
|
2,175 Series B Preferred Shares
|
|
|
9.9
|
%
|
All executive officers and directors as a group (4 persons)
|
|
51 Series A Preferred Shares
4,745 Series B Preferred Shares
|
|
|
60
|
%
|
|
(1)
|
Under Rule 13d-3,
a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares;
and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the
percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares
of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect
to the number of shares of common stock actually outstanding.
|
|
(2)
|
Based upon 91,697,617 shares issued and outstanding.
|
Other
than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our
common stock.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in Item 1.01,
3.02, 3.03, and 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Resignation of Executive Director
In connection with the Securities Exchange
Agreement, Mr. William Hayde submitted his resignation from his positions as Executive Director and member of the Company’s
Board of Directors (the “
Board
”), effective March 5, 2019 (the “
Hayde Resignation
”). Mr.
Hayde did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices..
Appointment of Chief Executive Officer
On March 5, 2019, in connection with the CEO
Resignation, the Board appointed Mr. Chad Fischl as Chief Executive Officer, effective March 5, 2019 (the “
CEO Appointment
”).
Chad Fischl, Age 36,
Chief Executive Officer, Director.
During his last year of University, in 2007, Chad started his first company, Shutout Solutions
Inc., now called YXE Labs. YXE Labs was originally in the business of importing from South Korea, with exclusivity in North America,
Nano Silver products used in the application of deodorizing sports gear. Mr. Fischl was the Co-CEO of YXE Labs and was an integral
part of the growth of the business with retailers and professional sports teams across North America, earning endorsements from
many of those teams. Mr. Fischl helped grow YXE Labs from having three products in 2007 through to, in 2017, having over 25 various
products in four different markets and with internal intellectual property surrounding many of these products. In 2017, Chad resigned
from his position with YXE Labs in order to pursue his new ventures through FarmBoys Design Corps. (“FarmBoys”) and,
in 2017, Chad started a new venture with a group of partners from various backgrounds in engineering, oil & gas, biology and
sales and marketing to form FarmBoys. As the CEO and President of FarmBoys Chad has worked tirelessly with his diverse team to
design the world’s most productive modular aeroponic farming units that come fully equipped with proprietary monitoring and
automation to make growing aeroponically simple and predictable with very little human intervention. Due to Mr. Fischl’s
extensive experience with start-up companies, both in growing those companies and in working together with a diverse team to achieve
a goal, we believe that Mr. Fischl, acting as our Chief Executive Officer and a Director of our Company, will be instrumental in
helping the Company to execute on its plans for growth.
Family Relationships
Mr. Fischl does not have a family relationship with any of the
current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Fischl
reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
None.
Appointment of Chief Financial Officer
On March 5, 2019, in connection with the CFO
Resignation, the Board appointed Mr. Wayne Hansen as Chief Financial Officer, effective March 5,2019 (the “
CFO Appointment
”).
Wayne Hansen, Age 72, Chief Financial
Officer, Director:
Mr. Hansen has an extensive history of corporate fiscal management, currently serving as the President of
Caulfield Capital Management Inc., a position he has held since 2004. Before working with Caufield Capital Management, Inc., Mr.
Hansen was a managing partner of Asia Liaison and a practice partner of BDO Dunwoody. While Wayne was a managing partner at Asia
Liaison he was involved in the development of both short- and long-term strategic planning for the clients and company, he also
was in charge of client development and retention. Mr. Hansen also has extensive experience in mergers and acquisitions and has
been an officer and director of several publicly-traded companies and is currently the CFO for Four Twenty Property Management,
Inc., a publicly-traded company currently quoted on the OTC Markets. Due to Mr. Hansen’s experience in financial oversight,
public companies, mergers and acquisitions as well as his ability to manage both large and small projects, we believe that Mr.
Hansen will be a valuable addition to our Company.
Family Relationships
Mr. Hansen does not have a family relationship with any of the
current officers or directors of the Company.
Related Party Transactions
There are no related party transactions with regard to Mr. Hansen
reportable under Item 404(a) of Regulation S-K.
Compensatory Arrangements
None.
Resignation of Directors
In connection with the Securities Exchange
Agreement, Ms. Jacquelyn Gogin and Ms. Alyce Schreiber submitted their resignations from their positions as Directors, effective
March 5, 2019 (the “
Director Resignations
”). Neither Ms. Gogin nor Ms. Schreiber resigned as a result of any
disagreement with the Company on any matter relating to the Company’s operations, policies or practices.