Supplemental Disclosure for Change of Control Events
Cambridge Capital Holdings
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 discussed and purported and sent for collection, and was negotiated on the 19th day of October 2020 by and between Transfer Online, charged against Cambridge Capital Holdings (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 or controlling interest of capital 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 January 5th 2021 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.
10/1/2021 [Date] /s/K Halvorson
[Officer Signature] (Digital Signatures should appear as “/s/ [OFFICER NAME]”
This electronic notice is consider proper and legal notice. “Notice” is as provided in Section 16-10a-103 in Utah State Corporate Law
(17) “Electronic transmission” or “electronically transmitted” means a process of communication
not directly involving the physical transfer of paper that is suitable for the receipt, retention,
retrieval, and reproduction of information by the recipient, whether by e-mail, facsimile, or
(a) Notice given under this chapter shall be in writing unless oral notice is reasonable under the
(b) Notice by electronic transmission is written notice.
(a) Subject to compliance with any requirement that notice be in writing, notice may be
communicated in person, by telephone, by any form of electronic transmission, or by mail or
(b) If the forms of personal notice listed in Subsection (2)(a) are impracticable, notice may be
(A) by a newspaper of general circulation in the county, or similar subdivision, in which the
corporation’s principal office is located; and
(B) by publication in accordance with Section 45-1-101;
(ii) by radio, television, or other form of public broadcast communication in the county or
(iii) if the corporation has no office in this state, in the manner allowed by Subsection (2)(b)(i) or
(ii) but in Salt Lake County.
(a) Written notice by a domestic or foreign corporation to its shareholders or directors, if in a
comprehensible form, is effective as to each shareholder or director:
(i) when mailed, if addressed to the shareholder’s or director’s address shown in the
corporation’s current record of the shareholder or director; or
(ii) when electronically transmitted to the shareholder or director, in a manner and to an address
provided by the shareholder or director in an unrevoked consent.
16-10a-704 Action without meeting.
(a) Unless otherwise provided in the articles of incorporation, and subject to the limitations of
Subsection 16-10a-1704(4), any action that may be taken at an annual or special meeting
of shareholders may be taken without a meeting and without prior notice, if one or more
consents in writing, setting forth the action so taken are signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote on the action
were present and voted.
(b) A shareholder shall deliver written consent under this section to the corporation by delivering
the written consent to:
(i) the corporation’s principal place of business; or
(ii) an officer or agent of the corporation having custody of the book in which a proceeding of a
meeting of shareholders is recorded.
(c) A written consent under this section shall bear the date of signature of each shareholder who
signs the consent.
(i) Notwithstanding Subsection (1)(c), and unless otherwise provided by the bylaws, a
shareholder may deliver a written consent under this section by an electronic transmission
that provides the corporation with a complete copy of the written consent.
(ii) An electronic transmission consenting to an action under this section is considered to be
written, signed, and dated for purposes of this section if the electronic transmission is
delivered with information from which the corporation can determine:
(A) that the electronic transmission is transmitted by the shareholder, proxyholder, or other
person authorized to act for the shareholder or proxyholder; and
(B) the date on which the electronic transmission is transmitted.
(iii) The date on which an electronic transmission is transmitted is considered the date on which
a consent is signed.
(e) A consent signed pursuant to this section has the effect of a vote taken at a meeting and may
be described as such in a document.