Supplemental Disclosure for Change of Control Events Geoenhanced Technologies, Inc 707 W. Corsicana Street ____________Athens, TX 75751____________________ 963-264-7892 WWW.GEOENHANCED.COM info@geoenhanced.com
The goal of this disclosure is to provide information with respect to a company’s Change of Control event. Please address each of the below items to the best of the company’s ability and to the extent they are applicable to the company’s Change of Control event. Disclosure of Change in Control and Other Material Events: 1. A description of event(s) and relevant date(s) resulting in the Change in Control.1 December 10, 2020 acquisition of Pacific Technologies Group, Inc. 2. The name(s) of person(s) who acquired control and person(s) from whom control was assumed. For corporations or other business entities, please provide the name(s) of person(s) beneficially owning or controlling such corporations or entities.2 Peter Erdekian President of Pacific Technologies Group, Inc. is new Officer/Director. Craig Fischer, Richard Barber and Shawn Cravey of Geoenhanced Technologies, Inc. have resigned 3. A description of assets acquired or disposed of in connection with the Change in Control and the names of the purchaser and seller of such assets (if applicable). Geoenhanced Technologies, Inc. acquired Pacific Technologies Group, Inc. 4. Amount and form (e.g., cash, equity securities, promissory note) of consideration paid in connection with the Change in Control. 100,000 shares of Series A Preferred Stock 1 A “Change in Control” shall mean any events resulting in: i. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities; ii. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets; iii. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or iv. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. 2 See, Securities Exchange Act Rule 13d-3 for determination of “beneficial owner.” 5. A description of any material agreements or other events related to the Change in Control. Share Exchange and Asset Transfer Agreement dated December 10, 2020 by and between Pacific Technologies Group, Inc. and Geoenhanced Technologies, Inc. Certification: January 19, 2021 [Date] Peter Erdekian [Officer Signature] (Digital Signatures should appear as “/s/ [OFFICER NAME]”) Supplemental Disclosure for Court Appointed Custodian Events [Insert Company Name] [Insert Company Address] ________________________________ [Insert Company Telephone] [Insert Company Website] [Insert Company Email] The goal of this disclosure is to provide information with respect to a company’s Court Appointed Custodian.3 Please address each of the below items to the best of the company’s ability and to the extent they are applicable to the company’s custodianship proceedings. Disclosure of Court Appointed Custodian and Other Material Events: 1. Date of court order, name of court, case number, and name of custodian (if a corporate entity, include name of controlling individual). 2. Number of securities held by custodian, voting power of the securities, and description as to how the securities were acquired (e.g., open market purchases, compensation, loan settlement). 3. A description of officer/director appointments, resignations or terminations made in connection with the custodianship proceedings, including names and relevant titles. 4. A description of any opposition by former management or shareholders (if there was no opposition, this should be stated). 5. A description of any other material transactions since grant of custody identified in item 1 above. Certification: [Date] [Officer/Custodian Signature] (Digital Signatures should appear as “/s/ [NAME]”) 3 “Court Appointed Custodian” means a custodian, receiver, agent or other person appointed for the Company or its parent in a proceeding under federal or state law in which the court or government authority has assumed control over substantially all of the assets or business of the company or its parent.