Item 8.01 Other Events
On September 10, 2013, the Issuer entered into a Letter of Intent ("LOI") with
Evergreen Systems ("ES"). The LOI provides that the Issuer will issue a total of
39,600,000 post-split shares to the shareholders of ES such that ES shall become
a wholly owned subsidiary of the Issuer. The Issuer is in the process of
preparing the definitive agreement for the acquisition. Upon closing, the Issuer
will issue 19,600,000 shares to Harpeet Sangha and 20,000,000 shares Rene
Hamouth in exchange for all of their shares of Evergreen Systems which shares
represent 100% of the issued and outstanding equity securities of ES. This will
result in a change of control of the Issuer by which Harpeet Sangha and Rene
Hamouth will hold approximately 98% of the issued and outstanding shares of the
In anticipation of the acquisition, the Issuer has taken the following actions:
(a) On September 10, 2013
, the Issuer's board of directors approved an amendment
to the Issuer's certificate of incorporation to change its name to Evergreen
(b) On September 10, 2013
, the Issuer's board of directors and the holders of a
majority of the common stock of the Issuer approved an amendment to the Issuer's
certificate of incorporation to change the name of the Issuer to Evergreen
Systems. and the Issuer is in the process of filing that amendment with the
Secretary of State and will become effective upon such filing.
(c) On September 10, 2013 the Issuer's Board of Directors of the Company voted
to effect a 100:1 reverse split of the Issuer's issued and outstanding common
stock. This action was authorized and approved by the holders of a majority of
the outstanding common shares of the Issuer .
(d) As a result of the foregoing, the Issuer will be applying for a new CUSIP
number through is transfer agent,Transhare, Corp.
(e) The Issuer will now proceed to file an Issuer Company-Related Action form
with FINRA which will inform FINRA of the name change and reverse spilt, both of
which will become effective upon receipt of approval from FINRA.
(f) The issuer changed its address to Calle Punta Colon
, Panama City, Panama
Upon closing of the transaction, the Issuer intends to become a premier provider
of veterinary and medical services to companies and organizations with needs in
There is, however, no assurance a definitive agreement will be agreed upon or
that the Issuer will close on the LOI.