Item
5.01 Changes in Control of Registrant
On
June 4, 2020 (the “Closing Date”), Top Knot, Inc. USA (“TKIU”) obtained control of the Company from its
previous controlling shareholder, NIRA Petroleum Corporation (“NIRA”), pursuant to a Conditional Stock Purchase Agreement,
dated as of June 4, 2020 (the “SPA”), by and among TKIU and NIRA. On the Closing Date, NIRA caused TKIU to obtain
control of the Company through the assignment of 1,000,0000 Preferred Series shares held by NIRA representing 100% of the shareholder
vote of the Company and certain TKIU designees were elected as Directors to the Board of the Company (the “Transaction”).
On
the Closing Date, and as a consequence of the Transaction, a change of control of the Company occurred. As a result of the Transaction,
TKIU now controls the Company through the Preferred Series of shares and designees on the Board of Directors.
Item
5.02 Departure of Directors of Certain Officers, Election of Directors, Appointment of Certain Officers;
Effective
June 22, 2020, the Board of Directors of the Company accepted the resignation of Scott Johnson from the position of Director and
CEO.
Effective
June 22, 2020, the Board of Directors of the Company accepted the resignation of Tom Maher from the position of Director and CFO.
Effective
June 22, 2020, the Board of Directors of the Company accepted the resignation of Nikos Glimidakis from the position of Director
and Chairman of the Company.
Effective
June 22, 2020, the Board of Directors of the Company unanimously elected GARRY CAUSEY as Director & Chairman of the Board
of Directors to the Company and appointed Mr. Causey to the office of President and Chief Executive Officer of the Company.
Effective
June 22, 2020, the Board of Directors of the Company unanimously elected JASON WALTER CAUSEY as Director to the Company.
Effective
June 22, 2020, the Board of Directors of the Company unanimously elected JARED CAUSEY as Director to the Company.
Effective
June 22, 2020, the Board of Directors of the Company unanimously elected ARCHIE CORNELIUS EGGLETON, JR. as Director to the Company
and appointed Mr. Eggleton to the office of Chief Financial Officer.
Effective
June 22, 2020, the Board of Directors of the Company unanimously elected MICHAEL CAMPANELLA RUSSELL as Director to the Company.
Effective
June 23, 2020, the Board of Directors of the Company unanimously appointed Paul L. Strickland to the office of Secretary of the
Company.
Effective
July 21, 2020, the Shareholders required to vote deemed it acceptable, fair, and in the best interest of the Company and its Shareholders
to unanimously elect Paul L. Strickland as sole Director to the Company.
Effective
July 21, 2020, the Shareholders required to vote deemed it acceptable, fair, and in the best interest of the Company and its Shareholders
to unanimously remove GARRY CAUSEY as Director & Chairman of the Board of Directors to the Company and remove Mr. Causey from
the office of President and Chief Executive Officer of the Company.
Effective
July 21, 2020, the Shareholders required to vote deemed it acceptable, fair, and in the best interest of the Company and its Shareholders
to unanimously remove JASON WALTER CAUSEY as Director to the Company.
Effective
July 21, 2020, the Shareholders required to vote deemed it acceptable, fair, and in the best interest of the Company and its Shareholders
to unanimously remove JARED CAUSEY as Director to the Company.
Effective
July 21, 2020, the Shareholders required to vote deemed it acceptable, fair, and in the best interest of the Company and its Shareholders
to unanimously remove ARCHIE CORNELIUS EGGLETON, JR. as Director to the Company and remove Mr. Eggleton from the office of Chief
Financial Officer of the Company.
Effective
July 21, 2020, the Shareholders required to vote deemed it acceptable, fair, and in the best interest of the Company and its Shareholders
to unanimously remove MICHAEL CAMPANELLA RUSSELL as Director to the Company.
