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Thursday, 11/04/2021 4:19:32 PM

Thursday, November 04, 2021 4:19:32 PM

Post# of 1060
On June 23, 2021, G. Reed Petersen was appointed custodian of the corporation by the Nevada Eighth District Court,
pursuant to NRS 78.347, in case number A-21-832258-P.

Following his appointment as director of the corporation, Mr. Petersen executed board resolutions authorizing the
issuance of Series A Convertible Preferred Stock to Mr. Petersen, and the corporation’s reorganization, including the
redomicile to Oklahoma, the effectuation of a holding company reorganization, and the redomicile back to Nevada under
the name Teliford, Inc.

On July 6, 2021, TOCCA Life holdings filed a Custodian Amendment reporting the appointment of Mr. Petersen as a
court-appointed custodian. On July 6, 2021, TOCCA Life Holdings filed a Certificate of Designation to authorize the
issuance of up to 1,000,000 shares of Series A Convertible Preferred Stock, each share of which is convertible into
10,000 shares of Common Stock and which has the voting rights per share equal to 100,000 shares of common Stock.
The Preferred Stock was then issued to Mr. Petersen.

Following the issuance of the Series A Convertible Preferred Stock to Mr. Petersen, Mr. Petersen voted his shares to
approve the corporate reorganization set forth in the June 23, 2021 board resolutions. TOCCA Life Holdings, Inc. then
formed three Oklahoma subsidiaries: Tocca Life Interim, Inc. (“Interim”) as a wholly-owned subsidiary; Teliford, Inc.
(“Teliford”), as a wholly-owned subsidiary of Interim, and Tocca Life Merger, Inc. (“Merger”) as a wholly-owned subsidiary
of Teliford. Tocca Life Holdings, Inc. then redomiciled in Oklahoma via merger into Interim. This was accomplished in
accordance with an Agreement of Merger. Pursuant to the Agreement of Merger, each 1,000 shares of Tocca Life
Holdings was converted into 1 share of Tocca Interim Common Stock (approximately 100,620 shares in the aggregate),
and the Tocca Life Holdings preferred stock was converted into 10,000,000 new shares of Interim Common Stock with the
right to exchange those shares into a class of preferred shares convertible into a like number of shares of Common Stock
but with ten votes per share. This merger was completed by the filing of Articles of Merger with the Nevada Secretary of
State and a Certificate of Merger with the Oklahoma Secretary of State.

Following the holding company reorganization, Teliford filed an amendment to its Certificate of Incorporation on July 29,
2021 to provide for the issuance of Series A Convertible Preferred Stock, and enabling Mr. Petersen to exchange his
10,000,000 shares of Teliford Common Stock for 1,000,000 shares of Teliford Series A Convertible Preferred Stock.
Teliford then formed a new Nevada corporation on August 10, 2020, under the name Teliford, with substantially the same
provisions in its articles of Incorporation as the parent Oklahoma corporation. The Oklahoma parent then redomiciled in
Nevada in accordance with an Agreement of Merger as effectuated with filings in Nevada and Oklahoma.

Pursuant to this final transaction, on August 10, 2021 the name of the Nevada corporation was changed to “Teliford, Inc.,”
the 1-for-1000 reverse stock split effected by the redomicile into Oklahoma was unwound, resulting in there being once
again 100,019,840 outstanding shares of Common Stock, and 1,000,000 shares of Series A Convertible Preferred Stock
owned by Mr. Petersen. Also, on August 10, 2021, the Company changed its year end to 8/31. The remaining subsidiary,
Merger, was disposed of to an unaffiliated party.

On August 10, 2021, Mr. Petersen agreed to sell 500,000 shares of the Preferred to each of Real Transition Capital, LLC
and Altus Advisors, LLC, and the corporation sold 4.5 million new shares of common stock to 4 persons, including Mr.
Petersen, for par value.


https://www.otcmarkets.com/otcapi/company/financial-report/308582/content

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