Supplemental Disclosure for Change of Control Events
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.
An un-surrendered debt purchase of $30,000 was made on the 19th day of October 2020 by and between Transfer Online, charged against Unitronix (the “Seller”) and K. Halvorson (the “Buyer”), pursuant to which the Seller and the Company have agreed to settle the debt by way of convertible shares of Common Shares, and to issue and deliver 30,000,000 shares of Unclassified Stock of the Company to the Buyer, and the buyer be allowed to classify the stock to preferred dividend-bearing stock with voting rights.
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.
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)N/A
1A “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.
See,Securities Exchange Act Rule 13d-3for determination of “beneficial owner.”
4.Amount and form (e.g., cash, equity securities, promissory note) of consideration paid in connection with the Change in Control.
$30,000, notification news dissemination fees of $1000, state fees of $5000.
5.A description of any material agreements or other events related to the Change in Control.
There is no active director on the registry of the OTCMarkets, the transfer agent, the registered agent, and there has been no disclosure made be any active director, and therefore has been abandoned without notice or cause.
It is be default that any outstanding bills and arrears registered and attempted notification to previous active officers be considered an abandonment.
The intention of Kim Halvorson is to be a sole officer of the Corporation (including as President,Chief Executive Office, Treasurer, Chief Financial Officer and Secretary) and b) as a director of the Corporation, effective October 30, 2020 or around this time. K Halvorson is appointed as sole officer of the Corporation serving as Chief Executive Officer, Secretary, Chief Financial Officer and as a Director and Chairman of the Board of Directors for the Corporation effective as soon as filings permit, to serve until the next annual meeting of the shareholders and/or until his successor is duly appointed.
10/31/2021 [Date] /s/K Halvorson
[Officer Signature] (Digital Signatures should appear as “/s/ [OFFICER NAME]”