***REVERSE MERGER CANDIDATE***
*LATEST* NEWS: Statement Regarding Change in Majority of Directors Pursuant to Rule 14f-1 (sc 14f1)
"As of December 11, 2019, the authorized capital stock of the Company consisted of 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, of which all are designated as Series A Preferred Stock. The total number of issued and outstanding shares was 107,425,524 shares of Common Stock and 500,000 shares of Series A Preferred stock. Each share of Common Stock is entitled to one vote with respect to all matters to be acted on by the stockholders and each share of Series A Preferred Stock is entitled to 10,000 votes for each share with respect to all matters to be acted on by the stockholders."
CHANGE OF CONTROL
"Pursuant to the terms of the Purchase Agreement by and between Media Convergence and TerraQuest, Scott Cox, as the successor in interest to TerraQuest, became the owner of 500,000 shares of the Company’s Series A Preferred Stock (the “Shares”), which constitutes all of the issued and outstanding shares of the Company’s Series A Preferred Stock. Upon acquisition of the Shares, Scott Cox gained voting control of the Company by virtue of the 10,000 for 1 voting preference of the Series A Preferred Stock.
Scott Cox (“Cox”, or the “Incoming Director”) shall be elected as the sole member of the Board. In addition, Scott Cox shall be the Company’s Chief Executive Officer. Because of the issuance of securities in the Purchase Agreement as well as the election of the Incoming Director as of the Effective Date, there will be a change-of-control of the Company.
Our completion of the transactions contemplated under the Agreement which will be subject to the satisfaction of certain contingencies and compliance with regulatory requirements which shall be set forth in the Exchange Agreement. Consummation of the Share Purchase is also conditioned upon, among other things, preparation, filing, and distribution to our shareholders of this Information Statement. There can be no assurance that the Share Purchase will be completed."
DIRECTORS AND EXECUTIVE OFFICERS
"The following table sets forth certain information for the proposed incoming directors and incoming officers after the forthcoming change in officers and directors. The following changes are contingent upon the Closing of the Share Purchase.
Chief Executive Officer, Director
The Board of Directors is comprised of only one class. All of the directors serve for a term of one year and until their successors are elected at the Company’s annual shareholders’ meeting and are qualified, subject to removal by the Company’s shareholders. Each executive officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.
Our Board of Directors believes that its members encompass a range of talent, skill, and experience sufficient to provide sound and prudent guidance with respect to our operations and interests. The information below with respect to our Incoming Directors and Incoming Officers includes each director’s and officer’s experience, qualifications, attributes, and skills that led our Board of Directors to the conclusion that he should serve as a director and/or executive officer.
The following describes the business experience of the director and executive officers prior to their appointments:
Executive Officers and Director
Scott Cox, Chief Executive Officer, Director- Mr. Cox has over 20 years of experience in the management and operations of public and private companies. Most recently, Scott served as the President and COO of NewBridge Global Ventures, Inc, from October 2017 to September 2018, where he led a transition into the legal cannabis space and successful reverse merger with a family owned consortium of companies. Since October 2015, Mr. Cox has served as a Principal in Basin Capital, Inc., a private family office focused on the acquisition and divestiture of oil and gas properties and various entrepreneurial ventures. Prior to Basin Capital, from July 2013 to October 2015, Mr. Cox served as Vice President of Land for Breitling Energy Corporation where he was instrumental in acquiring over $20 million in producing and non-producing oil and gas properties. Prior to that he served as Director of Operations for Frontier Oilfield Services, Inc from September 2012 where he helped lead a public company acquisition and roll-up of 2 privately owned oilfield service companies. Mr. Cox attended Eastern New Mexico University where he studied Business Administration."