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3. Related Party
6 Months Ended
Sep. 30, 2013
Related Party Transactions [Abstract]  
Related Party

Management Changes

On May 31, 2013, the then majority stockholder, Viatcheslav Gelshetyen entered into a stock purchase agreement with Lawrence Pemble pursuant to which Mr. Gelshetyen sold 7,000,000 shares of common stock of the Company to Mr. Pemble and forgave $8,363 in stockholder loans he had made to the Company in consideration for $50,000 in cash from Mr. Pemble. This transaction is referred to as the “Change in Control.” As a result of the Change in Control, Mr. Gelshetyen no longer owns any shares of the Company’s common stock and, as of May 31, 2013, Mr. Pemble held approximately 78% of the issued and outstanding shares. As part of this Change in Control, Mr. Gelshetyen resigned his positions as the sole director and officer of the Company and Mr. Pemble was appointed as the Company’s sole director and as its Chief Executive Officer, President, Treasurer and Secretary.

 

Notes Payable

The Company has received short term loans from Officers as disclosed in Note 5 below.

 

Common Stock

On June 10, 2013, the Company entered into an Agreement for Redemption of Shares of Common Stock, pursuant to which the Company redeemed 37,600,000 shares of common stock held by Mr. Pemble, as adjusted for an 8:1 stock split completed on June 20, 2013. As a result of this redemption, Mr. Pemble’s adjusted shareholdings decreased from 56,000,000 shares to 18,400,000 shares, which share amount represented approximately 53% of the total shares issued and outstanding.

 

On March 29, 2012, our former CEO, Viatcheslav Gelsheteyn, purchased 56,000,000 shares of common stock, as adjusted for an 8:1 stock split completed on June 20, 2013, at an adjusted price of $0.000125 per share in exchange for proceeds of $7,000.

 

On July 8, 2013, the Company entered into an Employment Agreement with Lawrence Pemble regarding his position as President and Chief Executive Officer of the Company. The Employment Agreement is effective as of May 31, 2013, the date when Mr. Pemble acquired a controlling interest in the Company. The Employment Agreement has an initial term of three years and will automatically renew for successive one-year periods until terminated by either party in accordance with the Agreement (the “Term”). Mr. Pemble will be paid a base salary of $120,000 per year. Mr. Pemble will also be entitled to receive 3,000,000 shares of Common Stock, which will be issued in increments of 1,000,000 shares over the first three years of the Term on July 8 in 2014, 2015 and 2016. The Employment Agreement may be terminated (i) at any time by the Company for “cause”, (ii) upon 60 days’ written notice by either party for any reason, (iii) at any time by Mr. Pemble for “good reason”, or (iv) by either party at the end of the Term. The Employment Agreement also terminates immediately upon Mr. Pemble’s death or disability. If Mr. Pemble’s employment is terminated for “cause” by the Company, or if he voluntarily resigns without “good reason”, then he will forfeit any shares of Common Stock that have not vested as of the date of such termination or resignation. If Mr. Pemble’s employment is terminated for any other reason, he will be entitled to receive three months of his then-current base salary and the full 3,000,000 shares of Common Stock.