8-K 1 form8-k.htm






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): July 26, 2019


(Exact name of registrant as specified in its charter)


Nevada   000-27019   87-0369205
(State or other jurisdiction of   (Commission File Number)   (IRS Employer
incorporation or organization)       Identification No.)


12 South 400 West    
Salt Lake City, Utah   84101
(Address of principal executive offices)   (Zip code)
Registrant’s telephone number, including area code:   888-778-5372


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






Item 3.02 Unregistered Sales of Equity Securities


On 7/24/2019 190,000,000 shares of the Company’s Restricted Common Stock was issued to Wealth Enginering, LLC an entity jointly owned and controlled by its members, Annette Raynor and Mario Romano. The shares were issued as Executive Compensation that vests over two years and is contingent upon their continued employment by the Company.


One third of the shares vest upon issuance and one third after one year and the remaining one third upon the second anniversary of the issuance


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officer; Compensatory of Certain Officers.


On 7/24/2019 the 190,000,000 shares issued to Wealth engineering, LLC was issued as Executive Compensation for Annette Raynor’s and Mario Romano’s continued accomplishments and as an incentive to remain with the Company as key employees essential to the continued and future success of the Company.






Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  By /s/ William Kosoff
  Name: William Kosoff
  Title: Acting Chief Financial Officer


Date: July 26, 2019