Item 5.01 Changes in Control of Registrant
As previously described
in Item 1.01, on August 9, 2018, the Board of Directors of the Company through NuLife Sub approved and executed the Merger Agreement,
to become effective at the “Effective Time, and after the satisfaction or waiver by the parties thereto of the conditions
set forth in Article VI of the Merger Agreement. Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred
(100) issued and outstanding shares of LJR, LJR will receive one thousand (1,000) shares of Series D Preferred Stock, convertible
into fifty
million two hundred thirty-nine thousand five
hundred forty-one (50,239,541) shares of common stock (38%) of the Company. In addition, the LJR shareholder will receive one share
of series C super-voting preferred stock of NuLife which grants the holder 50.1% of the votes of NuLife at all times. The beneficial
owner of LJR, Mr. Louis J. Resweber, will control Nulife by holding the shares of series A and D as described above.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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At the Effective Time,
and pursuant to the terms of the Merger Agreement, the following individuals will be the officers and directors of the Company.
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Name
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Position
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Lou Resweber
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Chairman and Chief Executive Officer
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Sean Clarke
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Director
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A brief summary of background
and business experience of the Company’s Chairman and Chief Executive Officer is as follows:
Louis
J. Resweber, age 56, will be elected as Chairman of the Board, President and Chief Executive Officer of NuLife Sciences, Inc. (“NULF”).
From
September 2015 to present, Mr. Resweber was President and Sole Owner LJR Security Services, Inc. (“LJR”),
and its wholly-owned subsidiary, Gulf West Security Network, Inc. (“GWSN”), which are now being merged into
NULF.
From
March 1998 to September 2015, Mr. Resweber was the Chairman of the Board, President and Chief Executive Officer of Pelican
Security Network, Inc., one of the nation’s leading providers of life safety, electronic security and property protection
services, which he founded as a ‘start-up’ enterprise and eventually grew into the one of the nation’s fifty
(50) largest providers of alarm services in terms of total number of customers served. In the process, Resweber completed
more than a dozen successful mergers and acquisitions, and Pelican ultimately provided 24-hour / 7-day-a-week remote alarm monitoring
to more than twenty thousand (20,000) residential, commercial and industrial alarm customers across a seven-state region.
From
1997 to 1999, Mr. Resweber was Chairman of the Board of Westmark Group Holdings, Inc. (NASDAQ: WGHI), a financial services concern,
where completed a reorganization of this regional lender into a nationwide financial services provider.
From
1995 to 1997, Mr. Resweber was President and Chief Executive Officer of Network Acquisition Corporation (NASDAQ: NTWK), a switch-based
telecommunications concern, where he spearheaded a series of seventeen (17) mergers and acquisitions.
From
1992 to 1995, Mr. Resweber was Senior Vice President of United Companies Financial Corporation (NYSE: UC), a financial
services concern, where he developed a capital markets plan that helped push UC’s stock price from $16 to $132 per share.
Beginning
his career in the energy sector, from 1983 to 1992, Mr. Resweber served as a Vice President of Arkla Exploration,
Inc. (NYSE: ARK); a Vice President of NorAm Energy, Inc. (NYSE: NAE / now NRG Reliant Energy); a Vice
President of Entex Gas, Inc.s (NYSE: ETX); and a Manager of Celeron Oil & Gas Corporation (NYSE:
CEL / now Plains All American Pipeline); which merged with The Goodyear Tire & Rubber Company (NYSE: GT) to build
the nation's longest pipeline, twice as long as the famous Alaskan Pipeline.
Mr. Resweber
is a
cum laude
graduate of the University of Louisiana in Lafayette, LA and a current resident of Scott,
LA.