Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. GIFA, INC. (1445883) 10-Q published on Jul 27, 2018 at 2:19 pm
Reporting Period: Sep 29, 2016
Following the election of Mr. Yesilada as a Director of the Company, Mr. Yesilada elected Yusuf Kisa to serve as a Director of the Company and the Company's Board of Directors elected Mr. Ilksen Yesilada as Chief Executive Officer and Treasurer, Mr. Yusuf Kisa as President, Ms. Hulya Sonmez as Secretary and Mr. William M. Aul as Assistant Secretary and the Company's Board of Directors also approved the issuance of an aggregate of 100,000,000 shares of the Company's Common Stock for services rendered and at a value of $001 per share. All of the shares were issued with a restricted securities legend and in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act') and in accordance with the exemption provided by Regulation S thereunder. The Company issued the shares without incurring or paying any fees or commissions to any third party. Of the 100,000,000 shares that were issued, 90,000,000 shares were issued to Mr. Yesilada.
Following the election of Mr. Yesilada, the Company issued an aggregate 100,000,000 shares of common stock of which 90,000,000 shares were issued to Mr. Ilksen Yesilada and 10,000,000 shares of common stock were issued to certain persons associated with Mr. Ilksen Yesilada and with whom he had a pre-existing personal relationship.
All of the 100,000,000 shares of the common stock that were issued were issued pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act") and Regulation S as promulgated by the Securities and Exchange Commission thereunder. Each stock certificate representing a part of the 100,000,000 shares was issued with a restricted securities legend in accordance with the requirements of the 1933 Act.
Under the terms of the agreement with Mr. Amato, the Company has agreed to undertake the planned divestiture of the Company's wholly-owned subsidiary (domiciled in India) in which the Company conducts its current business (the "Subsidiary") and the planned divestiture is to be undertaken via a sale of the Subsidiary to Mr. Shetty (the "Divestiture") in connection with an exchange and forgiveness of certain debt owed by the Company to Mr. Shetty so that the Divestiture will be immediately preceded by the Company's planned acquisition of certain shares of the common stock of GIFA Holding, Limited, a corporation domiciled in the Turkish Republic of Northern Cyprus (the "Acquisition"). Both the planned Divestiture and the planned Acquisition are subject to certain additional anticipated actions and agreements and the precise terms and conditions upon which each of these transactions are to be completed is not known at this time. We cannot assure you that we will successfully complete the Divestiture, the Acquisition, or both of them.
In connection with the planned Divestiture, we are also obligated to timely file a Form 8-K with the Securities and Exchange Commission reporting on the resignation of Mr. Amato and Mr. Shetty and also the election of the Company's officers and Directors as successors.