Health Advance Inc (HADV)

[TheCBDMan]

Starkman, FORMER President and Director - 8.01 from Filing

BACKGROUND AND FACTS OF DISCUSSION RELATED TO SECTION 8 - 8.01
Health Advance, a corporation held in the State of Wyoming declares that the following facts are pursuant to the laws of Wyoming (hereafter referred to as “WYO Code”).

It is factual that the control stock shareholder, Micro Medtech, who held approximately 62% of the Company at the time of Health Advance shareholder voting, called upon special meetings held on April 8, 2017, and on April 18, 2017. The purposes of the special meetings were due to an emergency, and held pursuant to WYO Codes 17-16-702 Title 17, Chapter 16-207 and 16-303 under the Wyoming Business Corporation Act.

On the special meeting of April 8, 2017, Mr. Shusterman was elected as the Vice Chair by two shareholder votes; Micro Medtech and Starkman. The special meeting was led by (then Chair/CEO) Starkman and was conducted pursuant to WYO Code 17-16-728.

The Control Stock Committee (Voting Group) was formed pursuant to WYO Code 17-16-725 and Mr. Shusterman served as an inspector of this election and each election thereafter, as (then) director and Vice Chair of Health Advance Inc., which is pursuant to WYO Code 17-16-729.

In accordance with WYO Code 17-16-731 the voting agreements were completely enforceable with a minimum of two shareholders of a voting group signing an agreement for that purpose. The original articles of incorporation and bylaws of the Company do not state otherwise.

Starkman's past activities as CEO/Chairman of Health Advance prior to his forced leave of absence on April 18, 2017, and his removal as CEO/President/Chairman of Health Advance on June 6, 2017, were not pursuant to WYO Code 17-16-801 - Requirements for and functions of the board of directors.

The Leave of Absence Notice issued by the Control Stock Committee to Jordan Starkman on April 18, 2017 was due to a state of emergency, in accordance with WYO Code 17-16-207 and 17-16-303, 17-16-810. Thus, the Control Stock Committee and Vice Chair, Mr. Shusterman made arrangements for the Company to remain in operation with Acting/Interim Officers and a Chairperson to fill the vacancy on the Board, in accordance with to WYO Code 17-16-810. Thus, as stated in WYO Code 17-16-808 (d), "A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one (1) of the purposes, of the meeting, is removal of the director." Additionally, WYO Code 17-16-808 (a) states, "The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause."

There were no recitals stating that any consideration for removal of a director or officer of the Company must be handled otherwise in the original bylaws and articles of incorporation filed in 2010 by Mr. Starkman, the incorporator of the Company on record with the Wyoming Secretary of State Office.

On June 6, 2016, new corporation bylaws and resolutions were executed and subsequently filed with the State of Wyoming by Acting Chairman and Executive Director, Mr. Gregory Shusterman on behalf of Health Advance Inc.


Source: Amended 10Q Filing for the period ending April 30, 2017
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12271482