Imperalis Holding Corp (IMHC)

[jerseyfish]

Imperalis Holding Corp
.
Share Exchange Agreement; New Sole Officer and Director
On December 28, 2017, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with The Crypto Currency Mining Company, Inc., a Wyoming corporation
(“Crypto”). In exchange for all of the outstanding common stock of Crypto, we issued 56,996,444 shares of common stock to Vincent Andreula, Crypto’s sole shareholder prior to the
Exchange Agreement. As a result of the Exchange Agreement, Crypto became our wholly - owned subsidiary and Mr. Andreula became our controlling shareholder.
Concurrently with the Exchange Agreement, our former
sole officer and director, Phil Uhrik, appointed Mr. Andreula as our new CEO, CFO, and sole director. Following this appointment, Mr. Uhrik resigned from all positions with the company. Concurrently with his resignation,Mr.Uhrik cancelled 14,100,000 shares of his common stock in the company. In addition, Mr. Uhrik agreed to indemnify and defend the company for all liabilities preceding the Exchange Agreement.
Going forward, we intend to focus solely on the business
of Crypto. Through its new subsidiary, Imperalis Holding Corp.
owns and operates Bitcoin mining farms in multiple locations. We will continue to add miners and grow the company with the latest and most up to date technology.
We are also exploring other blockchain and cryptocurrency technologies.
Vincent Andreula, our new sole officer and director, has worked for two investment banks and two large retail banks. He holds FINRA Series 7 and 66 licenses.
For the last four years, he has been a Broker with
Spencer Edwards Investments. Previously, he was with Primary Capital or two years,and served as a Primary Business Banker with Capital One Bank for two years, and PNC Bank for five years.
Private Offering Under Rule 506
On January 11, 2018, we raised a total
$208,500 in a private offering conducted under Rule 506.
All investors in the offering were accredited investors and we engaged in no general solicitation
or advertising. In the offering, we issued a total of 278,001 Units to six investors at a price of
$0.75 per Unit. Each Unit consists of one (1) share of common stock and a warrant to purchase
two (2) shares of common stock at a price of $0.75 per share, exercisable for three years. We
intend to use the proceeds f
rom the offering primarily for [describe generally equipment to be
purchased], as well as general and administrative expenses.
New Address,
Phone Number
and Website
Finally, following the change in control and other transactions discussed above,
we have moved our principal address and have a new phone number
and website:30 N.Gould St., Suite R
Sheridan, WY 82801
Website:
http://www.mycryptominingcompany.com
Phone: [phone]
Imperalis Holding Corp
.
By:
/s/ Vincent Andreula
President and CEO