OTC IPOs, Mergers & Other Material Events

[Mr. Zen]

Completion of Acquisition or Disposition of Assets.

SIGN: float 5,000,000

Market Cap...........6,776,874.................04/11/2022

On February 28, 2022, Signet International Holdings, Inc. (the “Company”),? Estate of Ernest W. Letiziano, Ms. Hope Hillabrand, and Mr. Thomas Donaldson ??(collectively, the “Controlling Shareholders”) and Golden Ally Lifetech Group Co., Ltd., a Delaware corporation (“Golden Ally”) entered into a Share Purchase and Exchange Agreement (the “SPA”). The transactions contemplated by the SPA were consummated on April 6, 2022 (the “Closing”). Immediately after the Closing, the former stockholders of Golden Ally collectively hold beneficially and of record over 99% of the total issued and outstanding equity securities and voting power of the Company. Prior to the Transactions, the former Golden Ally stockholders did not own any Company shares. For more information, see the SCHEDULE 14C and SCHEDULE 14F-1 filed by the Company on March 16, 2022.



Item 3.02 Unregistered Sales of Equity Securities.

At the Closing, the Company issued ?1 billion shares of Series A preferred stock, par value $0.00001 per share, and approximately 8.48 billion shares of common stock, par value $0.0001 per share? of the Company (the “Company Shares”) to the former stockholders of Golden Ally, and such Company Shares were issued with a restrictive legend that such shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are subject to transfer restrictions. The issuance of the Company Shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.

Item 5.01 Changes in Control of Registrant.

The information regarding the Transactions set forth in “Item 2.01 – Completion of Acquisition or Disposition of Assets” and the information set forth in “Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers” are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers



Effectively upon the Closing, Alysia WolfsKeil, Esq. resigned as the sole director, the Chief Executive Officer and Chief Financial Officer of the Company. On April 6, 2022, the controlling shareholders of the Company appointed a new slate of directors of the Company (the “New Board”) and immediately thereafter, the New Board appointed certain executive officers of the Company (the “New Officers”). Additional information is contained in SCHEDULE 14C and SCHEDULE 14F-1 filed by the Company on March 16, 2022 relating to the members of the New Board and the New Officers.