Hingston and Stan Snopek (“Sellers”), and Success Holding Group, through its proxy, Diane Dalmy (“Buyer), the majority ownership
of shares (139,300,000 restricted common stock and 2 shares of preferred shares), along with various promissory notes to third party
vendors, were purchased for $110,000 by Success Holding Group. Ms. Dalmy represented authorization to sign on behalf of the
buyer. The remainder amount after the purchase of the various promissory notes was, in turn, used to eliminate all liabilities against
the company for services legally rendered, properly and timely invoiced, and duly recorded.
Before this sale of shares, the operations of under MCII’s subsidiary, No. 1890357, an Ontario, Canada corporation, were
spun out, per the Rearrangement and Split-off Agreement, which was Schedule B of the Purchase Agreement signed by Success
Holding Group. All shareholders of MCII prior to the sale of shares (that of January 29, 2014) became shareholders of the spin off in
No. 0890357, which thereafter became a private entity. These operations entailed all operations prior to the purchase of shares. This
spin out arrangement completed on January 29, 2014.
On February 10, 2014, Ms. Hingston informed the new owner, via its proxy, Diane Dalmy, that a press release must be
released announcing the change of control and signed material agreement. Ms. Hingston suggested Wednesday, February 12, 2014 as
the date of public notice, as the funds were released from escrow as of February 7, 2014. The date of released funds signaled the
closing date of the agreement. The suggested date of February 12, 2014 would have kept within the disclosure filing period
requirement of four days. Upon receiving Ms. Hingston’s communication concerning the current report disclosure in the form of a
press release, Ms. Dalmy decided to delay the release and requested Ms. Hingston to not post a release. As Ms. Dalmy is the counsel
for the new owners of MCII, both Ms. Hingston and prior counsel, Cident Law Group PLLC, deferred to Ms. Dalmy.
The due date for this Quarterly Reporting Obligation was February 17, 2014. Ms. Hingston filed the financials for the quarter
ending December 31, 2013, and filed a letter of extension. Ms. Hingston also communicated to Ms. Dalmy that Ms. Dalmy should
draft a statement for Item 7 of the Quarterly Reporting Obligation before the extension deadline, which was February 21, 2014. Ms.
Dalmy did not provide such statement.
Upon separate legal advice, Ms. Hingston has filed this disclosure for the period ending December 31, 2013, as it contains
only information regarding MCII’s operations up until December 31, 2013 and disclosure of the change of ownership and spin out of
subsidiary. Ms. Hingston and Mr. Snopek have tendered their resignations.
