VitaSpring Biomedical Co. Ltd. (VSBC)

[CLSI]

CLSI a Fact Sheet.


This “Fact Sheet” attempts to research the facts pertinent to the reverse merger of Clancy Systems International, OTCBB CLSI. The RM was initiated by Liz & Stan Wolfson, of Clancy Systems international, a Colorado corporation, and brokered by Tony Nick. Clancy Systems International, Inc. is in the business of parking enforcement / automated parking systems which generate parking citations.

Clancy Systems International, OTCBB CLSI, filed form 15-D, Suspension of duty to file, with the SEC on 12-14-2009. The stock remained basically stagnant for the next ten years. Liz and Stan Wolfson initiated a reverse merger in February of 2019. In July of 2019 CLSI began trading on rumors of the reverse merger. Multiple SEC filings were made in September of 2019 by Interim CEO Tony Nick. CLSI had previously traded in a range of .001 to .009 per share, the price increased on speculation to a high of .11 in Oct 2019.

The initial work by Tony Nick was apparent in multiple SEC filings in 2019 for the years 2017,2018,2019.

For the purpose of this “Fact Sheet” Reverse merger facts and information have been obtained through, public information, Colorado State and SEC filings starting in 2020.

January 27th Colorado filing assigning 5million preferred shares.
https://www.sos.state.co.us/biz/ViewImage.do?masterFileId=19871660104&fileId=20201086273

“Clancy Systems International Inc., would like to issue a Series Preferred Stock of Five Million (5,000,000). Said stock, shall be issued with Super Voting Rights and shall have a Par Value of .001”


January 27th SEC 8K
https://www.sec.gov/Archives/edgar/data/789318/000168316820000676/clancy_8k-012720.htm

Effective or Prior to January 30, 2020, Tony Nick, the previous Interim Officer and Sole Director and majority shareholder the Company, entered into a stock purchase agreement for the sale of 5,000,000 shares of preferred stock of the Company, representing the control shares of the company to Naveen Doki.


January 29th Colorado filing naming Dr. Naveen Doki as CEO. https://www.sos.state.co.us/biz/ViewImage.do?masterFileId=19871660104&fileId=20201096189

“WHEREAS, the Board of Directors of Clancy Systems International Inc. (CLSI), deem and confirm that it be in the best interest of the Company and its Successors to appoint Naveen Doki as President and Liz Wolfson will remain as CEO”
“Effective or Prior to January 30, 2020, Tony Nick, the previous Interim Officer and Sole Director and majority shareholder the Company, entered into a stock purchase agreement for the sale of 5,000,000 shares of preferred stock of the Company, representing the control shares of the company to Naveen Doki.”
“Effective or Prior to January 30, 2020, The Board of Directors appointed Naveen Doki Chairman of the Board and CEO of the Company, all previous Officers resigned with the Company.
Naveen Doki is clinically trained to be a Hematologist and Oncologist. He obtained his degree from University of California at Irvine and his fellowship at University of Southern California in Los Angeles. He has an entrepreneurial bent and started his career with his own practice after a short 3-month stint at a local private practice. He has in the past also worked as a successful researcher at various Veterans Administration locations in California.
He has always been a consummate entrepreneur with successful investments in real estate, information technology, Infrastructure and above all Urgent Care practices. He owned 2 urgent care facilities which he divested for lack of time and to put more focus on his medical practice. He also runs his own allergy clinic out of his office in Fairfax. He currently has majority ownership in a few Information Technology firms.
He has active medical licenses in Virginia, California and Maryland. He is board certified by ABIM in Medical Oncology. Prior to relocating to the USA, he worked for Kingston Memorial Hospital in Jamaica.
The reverse merger was verified with the assigning of Naveen Doki as “CURRENTLY THE SOLE OFFICER OF THE COMPANY”
Dr. Doki signed the March 3rd 8K as CEO. Of Clancy Systems Inc. The next 8Ks of March 17th & 18th are signed as CEO of Shemn Corp?
CLANCY SYSTEMS INTERNATIONAL, INC.
March 3, 2020 By: /s/ Naveen Doki
Naveen Doki
Chief Executive Officer”

8KA filled March 17th 2020 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On March 12, 2020 (the “Closing Date”), Clancy Systems International, Inc. (the “Company”) entered into that certain Stock Purchase Agreement, dated as of March 9, 2020 (the “Stock Purchase Agreement”) by and among the Company, Arke Tech S.A.P.I DE C.V., a Mexican corporation (“Seller”), and Hyperion Digital Group S. DE R.L. DE C.V., a Mexican corporation (“Hyperion”). Pursuant to the Stock Purchase Agreement, the Company agreed to purchase the outstanding equity stock of Hyperion held by the Seller for (i) $75,000 payable to Seller, (ii) $75,000 payable to a consultant engaged by Seller, and (iii) issuance of a promissory note in the principal amount of $1,350,000 (the “Note”). The Stock Purchase Agreement also provides for the issuance of 2,293,488 shares of common stock having an agreed upon price/value of $0.043 per share, to Seller and 1,194,883 shares of common stock having an agreed upon price/value of $0.043 per share, to Seller’s consultant.


( Note, 8K and Stock Purchase Agreement signed as Shemn Corp CEO. Naveen Doki )


STOCK PURCHASE AGREEMENT

This is a STOCK PURCHASE AGREEMENT (the “Agreement”), dated March 11th, 2020 by and among Clancy Systems International Inc., a Colorado corporation (“Buyer”), ARKE TECH S.A.P.I DE C.V., a Mexican corporation (the “Seller”), and Hyperion Digital Group S. DE R.L. DE C.V.., a Mexican corporation (the “Company”), for the purchase and transfer of all the issued and outstanding capital stock in the Company. Buyer, Seller and the Company are herein collectively, referred to as the “Parties” and individually, as a “Party”.


Cash and Shares of Common Stock. At Closing, the Buyer will also make the following payments of cash and issuances of common stock:

(i) Seventy Five Thousand and 00/100 United States Dollars ($75,000), payable in cash to ARKE TECH S.A.P.I DE C.V.

(ii) Seventy Five Thousand and 00/100 United States Dollars ($75,000), payable in cash to Epsilon Acquisition Services LLC;

(iii) Grant of 2,293,488 shares of common stock having an agreed upon price/value of $0.043 per share, or Ninety-Eight Thousand Six Hundred Twenty and 00/100 United States Dollars ($98,620) to ARKE TECH S.A.P.I DE C.V.; and

(iv) Grant of 1,194,883 shares of common stock having an agreed upon price/value of $0.043 per share, or Fifty-One Thousand Three Hundred Eighty and 00/100 United States Dollars ($51,380) to Epsilon Acquisition Services LLC.

Promissory Note, $1,350.000
Pursuant to the Stock Purchase Agreement, the Company agreed to purchase the outstanding equity stock of Hyperion held by the Seller for (i) $75,000 payable to Seller, (ii) $75,000 payable to a consultant engaged by Seller, and (iii) issuance of a promissory note in the principal amount of $1,350,000

Earn-Out. $13,000,000.00 see earnout agreement.

Seller shall be entitled to the earn-out payments set forth in that certain Earnout Agreement in substantially the form of Exhibit C attached hereto (the “Earnout Agreement”), pursuant to which Buyer will issue to Seller that number of shares of stock of Buyer which have an aggregate value of up to Thirteen Million and 00/100 United States Dollars ($13,000,000.00) as of the date of issuance thereof, as set forth in the Earnout Agreement (the “Earnout Shares”).


On March 12, 2020 (the “Closing Date”), Clancy Systems International, Inc. (the “Company”) entered into that certain Stock Purchase Agreement, dated as of March 9, 2020 (the “Stock Purchase Agreement”) by and among the Company, Arke Tech S.A.P.I DE C.V., a Mexican corporation (“Seller”), and Hyperion Digital Group S. DE R.L. DE C.V., a Mexican corporation (“Hyperion”). Pursuant to the Stock Purchase Agreement, the Company agreed to purchase the outstanding equity stock of Hyperion held by the Seller for (i) $75,000 payable to Seller, (ii) $75,000 payable to a consultant engaged by Seller, and (iii) issuance of a promissory note in the principal amount of $1,350,000 (the “Note”). The Stock Purchase Agreement also provides for the issuance of 2,293,488 shares of common stock having an agreed upon price/value of $0.043 per share, to Seller and 1,194,883 shares of common stock having an agreed upon price/value of $0.043 per share, to Seller’s consultant.

Reverse merger complete, CLSI / Doki acquires first company Hyperion Digital. Parties involved in CLSI / new company are listed below.




Clancy Systems International, Inc. President / CEO DR, Naveen Doki
4902 Finchem Court Fairfax, VA 22030
Shemn Corp. CEO Naveen Doki
8K & Stock purchase agreement signed Shemn Corp CEO. Naveen Doki.

Hyperion Digital. CEO. Luis Nieto Campos
https://hyperiondg.com
Hyperion
Blvd. Miguel de Cervantes Saavedra 301,
Granada, Miguel Hidalgo, 11520 Ciudad de México, CDMX

ARKE TECH S.A.P.I DE C.V. a Mexican corporation CEO Luis Nieto Campos
Jan 14th 2020 incorporated in Mexico.
( ? ARKE Tech, Atlanta Ga. www.arke.com CEO. Eric Stoll )


Epsilon Acquisition Services
www.epsilonacquisitionservices.com
Clients Maslow Media, OTCBB RLBY, Owned by Naveen Doki.

Contact info: From Press Release
Sam Mathew
248-982-0734


Acquisition of Hyperion Digital Group

Rockville, MD / Wire / March 17, 2020 / Clancy Systems. (OTC: CLSI), Clancy Systems has acquired Hyperion Digital Group, a digital transformation, marketing and consulting agency headquartered in Mexico City, Mexico. Through this acquisition Clancy establishes its position to expand Hyperion’s services to the U.S. Markets.

Hyperion has a solid track record in the development and execution of technological solutions that adapt to different segments allowing the creation of digital ecosystems enabling clients to transform their businesses. Hyperion is a leading Information Technology company with origins in Mexico that works world’s leading brands.

With this acquisition, our market penetration and scope of service in the US market are strengthened, which allows us to realize a very balanced position between the U.S., and Latin America — a component that we know is valuable to help propel the digital transformation of our clients.



Parties involved and ties to Doki / CLSI

• Clancy Systems International Inc. CLSI, Naveen Doki, President
• SHEMN CORP. Naveen Doki CEO from 8k, SHNC now VSBC VitaSpring Biomedical Co.
• ARKE TECH S.A.P.I DE C.V. Luis Nieto Campos
• Hyperion Digital Group S.R.L DE C.V. Luis Nieto Campos, CEO.
• Futuris Technoligies, Registered Agent- Glen Allen / Naveen Doki
• Epsilon Acquisition Services LLC; on CLSI 8K & worked with Maslow Media, RLBY
• RLBY Doki’s other ticker
• Sam Mathew
• Vivos Holdings / Doki
• CLSI OTCBB, Clancy Systems, name to be reassigned, New name and ticker anticipated.
• RLBY OTCBB, Doki
• SHNC OTCBB 8K name change to VSBC
• VSBC OTCBB
• Scott C. Kline


Shemn Corp. CEO. Chu Pao-Chi ( ??? What connection or link is there to Doki, Why was 8K signed Shemn? This was a leather purse company?
323-985-4212 [e-mail]
On March 30, 2020, Shemn Corp. (the "Company") filed a Certificate of Amendment to its Articles of Incorporation (the "Articles of Amendment") with the Secretary of State of the State of Nevada effecting a name change of the Company to VitaSpring Biomedical Co. Ltd. (the "Corporate Action"). The Corporate Action and the Amended Articles became effective on April 21, 2020

VITASPRING BIOMEDICAL CO. LTD. VSBC
400 Spectrum Center Dr.
#1620 Irvine, CA 92618

CLANCY SYSTEMS INTERNATIONAL, INC.
4902 Finchem Court
Fairfax, VA 22030
Naveen Doki, CEO
Scott C. Kline, Counsel

Futuris Technology Services Inc. Registered Agent- Glen Allen / Naveen Doki
Vcorp Cox Rd, Ste 285
43330 Junction Plz Pmb 150 Ste,164
Ashburn, Virginia 20147-3430

RELIABILITY INC. RLBY Vivos Holdings / Doki & his wife own (Litigation pending)
[phone]
22 Baltimore Road
Rockville, MD 20850
Kyle Hartley, President, CEO, CFO
Nick Tsahalis, President

Scott C. Kline, https://www.klinelg.com [e-mail] [e-mail] 1 949 271-6355
15615 Alton Parkway,
Suite 450
Irvine, California 92618
SEC Reporting and Disclosure Requirements, Mergers and Acquisitions,

Vivos Holdings

Snowy Forest Acquisition Corporation was incorporated on
December 1, 2017 under the laws of the state of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions.

Much can be inferred by watching RLBY & VSBC, from a Doki RM deal to how he handles his business.
RLBY Shareowners