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Re: None

Tuesday, 09/24/2019 12:43:06 PM

Tuesday, September 24, 2019 12:43:06 PM

Post# of 86313
Okay... So the "OLD" BOD voted for the R/S at 25000 - 1... True.

However, the BOD got replaced when NGEN came into play...

CHANGES TO THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

In connection with the Second Closing, and as a condition thereto, the following actions relating to our Board and executive officers, all of which would be effective upon the Second Closing, will be taken:

* our current Board will increase the size of the Board by two (2) persons pursuant to our bylaws;

* our current Board will appoint two individuals identified by Broken Circuit, Clifford Rhee and Edward Carter, to fill the two newly created director positions (the “New Directors”); and
* all officers and Board members other than the New Directors will resign from the Board.

As a result, we expect that our Board and all officer positions will be comprised solely of the New Directors following the Second Closing.

https://www.sec.gov/Archives/edgar/data/1503161/000149315219013209/formsc14f-1.htm


Clifford Rhee will become a Director of our Company in connection with the Second Closing of the Purchase Agreement. From July 2005, Mr. Rhee has been the President and Chief Executive Officer of Ngen Technologies USA Corp., a technology company that invents, designs and develops innovative technologies and owns or licenses over 30 patents. From February 2010 to June 2015 Mr. Rhee served as President and CEO, principle engineer and a director CTX Virtual Technologies, Inc. (“CTX”). From 1986 to 2009, Mr. Rhee held executive positions with several multi-national corporations whereby he was responsible for strategic business initiatives including mergers and acquisitions, turnarounds and growth. Mr. Rhee served as an independent director to Vermeer Korea (Construction equipment), Samsung Group (Industrial Products) and Oncidium Health Group (Medical services). Mr. Rhee is a graduate from McGill University in Mechanical Engineering and Certified Management Accounting program (C.M.A.) and is a registered professional engineer.



Edward Carter will become a Director and our Chief Executive Officer in connection with the Second Closing of the Purchase Agreement. In January 2015, Mr. Carter was a founding partner of Ngen Technologies USA Corp, and currently serves as a member of their BOD and Secretary. Mr. Carter’s experience for over 30 years has been focused in the public markets which includes all aspects of public company related issues with regards to SEC filings, mergers, acquisitions and corporate communications. Over the past 10 years he served as Director of Investor Relations for several small public companies.

https://www.sec.gov/Archives/edgar/data/1503161/000149315219013209/formsc14f-1.htm

Because the BOD has changed hands, a new ruling will have to be made, unless the current BOD agrees to the decision and a date set.
As I see it... NO R/S

Dragon52

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