Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
, a Utah
corporation (the "Company"), has been inactive for
most of the past ten years. The Company intends to bring current its required
filings under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") as soon as practical. It is likely that in the near future, the Company
will increase its authorized capital, effect a reverse stock split and change
its domicile from the State of Utah
to the State of Delaware
The Company has entered into discussions to acquire a privately-held company in
a reverse-merger type of transaction. The Company has not entered into any
definitive agreement relating to any potential transaction nor has it entered
into any letter of intent or similar document relating to any potential
transaction and there can be no assurance it will do so.
There is no trading market in the Company's common stock and there can be no
assurance there will be a trading market in the future.
In order to position itself to be able to engage in a business acquisition, the
Company believes it will be required to convert some or all of its existing debt
to equity and raise additional capital, of which there can be no assurance.
The Company is required to file reports with the Securities and Exchange
under Section 15(d) of the Exchange Act and is not a reporting
company under Section 12(g) of the Exchange Act.
On April 22, 2014
, Michael Hendry
resigned as a directory of the Company. Mr.
resignation was not the result of any dispute or disagreement with the
On April 23, 2014
, the remaining members of the Company's Board of Directors
appointed Mark A. Scharmann
as a director of the Company to fill the vacancy
created by Mr. Hendry's
resignation. Mr. Scharmann
was also appointed as the
vice president of the Company.
The current officers and directors of the Company are as follows:William Grilz
- President/DirectorMark A. Scharmann
- Vice President/DirectorDavid Knudson
- Secretary/Treasurer/DirectorMark Scharmann
has been a shareholder of the Company since its formation in
1987. Mr. Scharmann
and his affiliates currently own 625,000 shares of the
3,000,000 shares of the Company's common stock issued and outstanding. Mr.
and/or his affiliates have made loans to the Company since its
formation and is a creditor of the Company. The Company and Mr. Scharmann
anticipate that a portion of such loans will be converted into shares of the
Company's common stock in the near future
Information about Mr. Scharmann
is set forth below.Mr. Scharmann
, age 55, has been a private investor and business consultant since
1980. During late 1979 and early 1980, he became involved in the consulting
business following his compilation and editing of a publication titled Digest of
Stocks Listed on the Intermountain Stock Exchange
(Library of Congress Cat
80-82407). In 1981, he compiled and edited an industry directory called the OTC
Penny Stock Digest (Library of Congress Cat
. No. 80-82471).Mr. Scharmann
has been involved and an officer, director or consultant in
several reverse merger
Bio Lase Technologies (NASADQ:BLTI), a developer and marketer of advanced
medical and dental laser products, including specialized biomaterials for
medical and dentistry specialties.
·Capital Title Group, Inc.
(OTC: CTGI) was purchased by LandAmerica (NYSE: LFG)
for stock and cash in November 2006
GeoVax Labs, Inc. (OTCBB: GOVX), GeoVax, Inc.
a biotechnology company developing
human vaccines for diseases caused by HIV-1 and other infectious agents.
Bio-Path Holdings, Inc. (OTCBB: BPTH), a company commercializing certain
technologies licensed from M.D. Anderson Cancer Center
, one of the world's
top-rated cancer centers.
Since 2007, Mr. Scharmann
has been a managing principal of Sycamore Ventures,
("Sycamore"), Ogden, UT
. Sycamore consults both public and privately held
companies relating to management, mergers and acquisitions, debt and equity
financing, capital market access, and market support. Mr. Scharmann
officer of Sears Oil and Gas Corporation, a publicly held acquisition company
currently seeking reverse merger acquisitions. He is an officer of Roycemore
, a firm specializing in the development and acquisition of
self-storage facilities. He is also an officer of Nevada Land Holding Company
privately held real estate acquisition company. Mr. Scharmann
is a co-founder of
, a youth sports information web site. He graduated from Weber State
, Ogden, UT
in 1997 with a Bachelors of Integrated Studies Degree in
Business, Psychology and Health Education.