THIS INFORMATION STATEMENT IS BEING PROVIDED SOLELY FOR
INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY VOTE OF THE
STOCKHOLDERS OF CORPORATE UNIVERSE, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUIRED TO TAKE
ANY ACTION.
Schedule 14f-1
You are urged to read this Information Statement carefully and in
its entirety. However, you are not required to take any action in
connection with this Information Statement. References
throughout this Information Statement to “Company,”“we,”“us,” and “our” refer to
Corporate Universe, Inc.. and its wholly-owned subsidiary,
Carbon-Ion Energy, Inc., a Delaware corporation.
INTRODUCTION
This
Information Statement is being mailed on or about November 23, 2021
to the holders of record at the close of business on November 12,2021 (the “Record Date”)
of the common stock, par value $0.0001 per share (the
“Common
Stock”), of Corporate Universe, Inc., a Delaware
corporation, in accordance with the requirements of Section 14(f)
of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”), and Rule 14f-1 promulgated thereunder, in
connection with an anticipated change in majority control of the
Company’s Board of Directors (the “Board of
Directors”) other than by a meeting of stockholders.
Section 14(f) of the Exchange Act and Rule 14f-1 require the
mailing to our stockholders of record the information set forth in
this Information Statement at least 10 days prior to the date a
change in a majority of our directors occurs (otherwise than at a
meeting of our stockholders). Accordingly, the change in a majority
of our directors pursuant to the transaction described herein will
not occur until at least 10 days following the mailing of this
Information Statement.
You are
receiving this Information Statement in connection with the
expected designation of new members to the Board of Directors of
the Company pursuant to a change of control of the
Company.
On
November 16, 2021 (the “Closing
Date”), the Company consummated the transactions
contemplated by the Share Exchange Agreement (the
“Share
Exchange Agreement”) with Carbon-Ion Energy, Inc.
(“Carbon-Ion”)
and the holders (the “Carbon-Ion
Shareholders”) of Carbon-Ion’s issued and
outstanding shares of common stock, par value $0.000001 per share
(“Carbon-Ion Common
Shares”), pursuant to which the Shareholders exchanged
100% of the outstanding Carbon-Ion Common Shares, for (i) 100,000
shares of Series D preferred stock, par value $0.0001 per share
(“Series
D Preferred Stock”), of the Company, and (ii)
100,000,000 shares of common stock, par value $0.0001 per share of
the Company (“Common Stock,”
and together with Series D Preferred Stock, the “Exchange
Shares,” and the foregoing exchange of Carbon-Ion
Common Shares for Exchange Shares being the “Share
Exchange”). A copy of the Share Exchange Agreement was
filed as an exhibit to the Company’s Current on Form 8-K
filed November 16, 2021.
THIS
INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT AND RULE 14F-1 PROMULGATED THEREUNDER IN
CONNECTION WITH THE APPOINTMENT OF A DIRECTOR DESIGNEE TO THE
BOARD. NO ACTION IS REQUIRED BY OUR STOCKHOLDERS IN CONNECTION WITH
THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.
-2-
CHANGE IN MAJORITY OF BOARD OF DIRECTORS
The sole director of the Company prior to the closing of the Share
Exchange Agreement was Isaac H.
Sutton. Pursuant to
the Share Exchange Agreement, Jack Brooks became a director upon
closing of the Share Exchange Agreement and Andrew Sispoidis
and Adrian Jones will each become a director of the
Company on the 10th
day after the mailing of
this Information Statement.
The change in the Company’s Board of Directors is expected to
occur ten days after transmission of this Information Statement to
all holders of record of our Common Stock.
No
action is required by our stockholders in connection with this
Information Statement. However, Section 14(f) of the Exchange
Act and Rule 14f-1 promulgated thereunder, requires the mailing to
our stockholders of the information set forth in this Information
Statement at least ten (10) days prior to the date a change in a
majority of our directors occurs (otherwise than at a meeting of
our stockholders).
VOTING SECURITIES
As of
the Record Date, our authorized capitalization consisted of
2,500,000,000 shares of Common
Stock, of which 526,049,670 shares of Common Stock were issued and
outstanding, 1,000,000 shares of preferred stock, par value $0.0001
per share, of which 281,051.45 are issued and outstanding. Of the
Preferred Stock that is outstanding, 100,000 shares have been designated as
Series C Convertible Preferred Stock, of which 0 shares of Series C
Convertible Preferred Stock were issued and outstanding, 100,000
shares has been designated as Series D
Preferred Stock, of which 100,000 shares of Series D Preferred Stock were issued and
outstanding, 81,100 shares have
been designated as Series E Convertible Preferred Stock, of which
81,032 shares of Series E Convertible Preferred Stock were issued
and outstanding, 500,000 shares has been designated as Series F Preferred Stock, of which 100,000
shares of Series F Preferred
Stock were issued and outstanding, 25 shares have been
designated as Series G Convertible Preferred Stock, of which 19.45
shares of Series G Convertible Preferred Stock were issued and
outstanding.
Holders of our common stock are entitled to one vote for each share
on all matters to be voted on by our shareholders. Holders of our
common stock have no cumulative voting rights. They are entitled to
share ratably in any dividends that may be declared from time to
time by the Board of Directors in its discretion from funds legally
available for dividends. Holders of our common stock have no
preemptive rights to purchase our common stock.
Holders
of our preferred stock shall vote on an as converted
basis.
-3-
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT BEFORE
CONSUMMATION OF THE TRANSACTION
The
following table sets forth certain information regarding beneficial
ownership of our Common Stock and Preferred Stock as of November12, 2021, before consummation of the Transaction by (i) each person
known by us to be the beneficial owner of more than 5% of our
outstanding common stock, (ii) each director and each of our Named
Executive Officers and (iii) all executive officers and directors
as a group.
The
number of shares of Common Stock beneficially owned by each person
is determined under the rules of the SEC and the information in the
following table is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which such person has sole or
shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days after the
date hereof, through the exercise of any stock option, warrant or
other right. Unless otherwise indicated, each person has sole
investment and voting power (or shares such power with his or her
spouse) with respect to the shares set forth in the following
table. The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of those
shares.
Name and Address of Beneficial
Owner
Common
Stock Owned Beneficially
Percent
of Class *
Named Executive Officers and Directors
15,600,000
3.2%
Isaac H. Sutton,
Chief Executive Officer, Chief Financial Officer and Chairman
(1)
All
directors and officers as a group (1 person)
15,600,000
3.2%
5% or greater shareholders
Total
15,600,000
3.2%
(1)
Includes
15,600,000 shares of common stock held in the name of Sutton Global
Associates, Inc., a corporation beneficially controlled by Isaac H.
Sutton as its President.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
FOLLOWING CONSUMMATION OF THE TRANSACTION
Stock Ownership of Principal Owners and Management Following the
Consummation of the Transaction
The
following table sets forth certain information regarding beneficial
ownership of our Common Stock and Preferred Stock as of November12, 2021, assuming the Transaction was consummated on such date by
(i) each person known by us to be the beneficial owner of more than
5% of our outstanding common stock, (ii) each director and each of
our Named Executive Officers and (iii) all executive officers and
directors as a group.
The
number of shares of Common Stock beneficially owned by each person
is determined under the rules of the SEC and the information in the
following table is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which such person has sole or
shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days after the
date hereof, through the exercise of any stock option, warrant or
other right. Unless otherwise indicated, each person has sole
investment and voting power (or shares such power with his or her
spouse) with respect to the shares set forth in the following
table. The inclusion herein of any shares deemed beneficially owned
does not constitute an admission of beneficial ownership of those
shares.
-4-
Name
of Beneficial Owner (1)
Common
Stock Beneficially Owned
Percentage
of
Common
Stock (2)
Jack
Brooks(3)
624,250,000
57.0%
Adrian
Jones(4)
170,250,000
25.0%
Andrew
Sispoidis(5)
170,250,000
25.0%
Isaac
Sutton(6)
15,600,000
3.0%
All Executive
Officers and Directors as a group (4 people)
980,350,000
69.7%
5%
Shareholders
Robert
DelVecchio(7)
113,500,000
18.0%
Seacor Capital
Inc(8)
102,611,000
17.1%
Equity Markets
Advisory(9)
70,068,000
11.8%
Primo
Ianieri
29,950,990
5.7%
Horace T. Ardinger,
Jr.
28,333,330
5.4%
(*) - Less than 1%.
(1)
Except
as otherwise below, the address of each beneficial owner is c/o
Corporate Universe, Inc, 2093 Philadelphia Pike, #8334, Claymont,
DE19703.
(2)
Applicable
percentage ownership is based on 526,049,670 shares of Common Stock
outstanding as of November 12, 2011, together with securities
exercisable or convertible into shares of common stock within 60
days of November 12, 2011, for each stockholder. Beneficial
ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
that are currently exercisable or exercisable within 60 days of
November 12, 2011, are deemed to be beneficially owned by the
person holding such securities for the purpose of computing the
percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership
of any other person.
(3)
Includes
569,250,000 shares of Common Stock underlying Series D Preferred
Stock held in the name of Merlin Engine LLC, a limited liability
company beneficially controlled by Jack Brooks, issued in
connection with the Share Exchange. Each share of Series D
Preferred Stock shall be convertible into 12,937.5 shares of the
Company’s Common Stock. In addition, the holders of the
Series D Preferred Stock shall be entitled to notice of
stockholders’ meeting and to vote as a single class with the
holders of the Common Stock upon any matter submitted to the
stockholders for a vote, and shall be entitled to such number of
votes as shall equal the product of (a) the number of shares of
Common Stock into which the series D preferred stock is convertible
into on the record date of such vote multiplied by (b)
12,937.5.
(4)
Includes
155,250,000 shares of Common Stock underlying Series D Preferred
Stock issued to Mr. Jones in connection with the Share Exchange.
Each share of Series D Preferred Stock shall be convertible into
12,937.5 shares of the Company’s Common Stock. In addition,
the holders of the Series D Preferred Stock shall be entitled to
notice of stockholders’ meeting and to vote as a single class
with the holders of the Common Stock upon any matter submitted to
the stockholders for a vote, and shall be entitled to such number
of votes as shall equal the product of (a) the number of shares of
Common Stock into which the series D preferred stock is convertible
into on the record date of such vote multiplied by (b)
12,937.5.
(5)
Includes
155,250,000 shares of Common Stock underlying Series D Preferred
Stock issued to Mr. Sispoidis in connection with the Share
Exchange. Each share of Series D Preferred Stock shall be
convertible into 12,937.5 shares of the Company’s Common
Stock. In addition, the holders of the Series D Preferred Stock
shall be entitled to notice of stockholders’ meeting and to
vote as a single class with the holders of the Common Stock upon
any matter submitted to the stockholders for a vote, and shall be
entitled to such number of votes as shall equal the product of (a)
the number of shares of Common Stock into which the series D
preferred stock is convertible into on the record date of such vote
multiplied by (b) 12,937.5.
(6)
Includes
15,600,000 shares of Common Stock held in the name of Sutton Global
Associates, Inc., a corporation beneficially controlled by Isaac H.
Sutton as its President.
(7)
Includes
103,500,000 shares of Common Stock underlying Series D Preferred
Stock issued to Mr. DelVecchio in connection with the Share
Exchange. Each share of Series D Preferred Stock shall be
convertible into 12,937.5 shares of the Company’s Common
Stock. In addition, the holders of the Series D Preferred Stock
shall be entitled to notice of stockholders’ meeting and to
vote as a single class with the holders of the Common Stock upon
any matter submitted to the stockholders for a vote, and shall be
entitled to such number of votes as shall equal the product of (a)
the number of shares of Common Stock into which the series D
preferred stock is convertible into on the record date of such vote
multiplied by (b) 12,937.5.
(8)
Includes
(i) 40,611,000 shares of Common Stock underlying Series E Preferred
Stock, (ii) 2,000,000 shares of Common Stock underlying Series F
Preferred Stock, and (iii) 30,000,000 shares of Common Stock
underlying Series G Preferred Stock issued to Seacor.
(9)
Includes
(i) 33,268,000 shares of Common Stock underlying Series E Preferred
Stock, (ii) 2,000,000 shares of Common Stock underlying Series F
Preferred Stock, and (iii) 34,800,000 shares of Common Stock
underlying Series G Preferred Stock issued to Equity Markets
Advisory.
-5-
DIRECTORS AND EXECUTIVE OFFICERS
The Company’s Board of Directors appointed Jack Brooks as
President and a member of the Board of Directors as of the Closing
Date. Andrew
Sispoidis and Adrian
Jones have been appointed as new
members of the Board of Directors to take effect ten days after
transmission of this Information Statement to all holders of record
of our common stock. Isaac H. Sutton has tendered his resignation
as Chief Executive Officer of the Company, and has been appointed
by the Company’s Board of Directors to serve as the
Company’s Chief Operating Officer.
Under the terms of the Share Exchange Agreement, upon the Company meeting its information
obligations under the Exchange Act, including the filing and
mailing of this Information Statement, the Board of Directors of
the Company will consist of four directors that shall be appointed
by the Board of Directors until their successors shall have been
duly elected or appointed and qualified or until their earlier
death, resignation or removal in accordance with the
Company’s Certificate of Incorporation and Bylaws, as the
case may be.
Directors and officers following the Share Exchange
Transaction
Name
Age
Position
Isaac
Sutton
67
Chief
Executive Officer and Director
Jack
(“Jeb”) Brooks
54
President
and Director
Adrian
Jones
66
Director
Nominee
Andrew
Sispoidis
55
Director
Nominee
Isaac H. Sutton has been
an international entrepreneur for over 45 years focusing on
emerging markets and technologies. During such period, Mr. Sutton
has conducted business in many countries, including Taiwan, Korea,
the Philippines, Poland and Uzbekistan. Mr. Sutton has extensive
experience in a variety of industries, including marketing, import
and export, electronics, telecommunications, information technology
and capital markets. He has served as a founding member and
executive officer of numerous ventures over such period, including
GoIP Global Inc nka Charge Enterprises (symbol CHRG), GoCOM
Corporation, which he founded in June 2011 and has since served as
its chief executive officer, Tarsier Ltd , a sustainable energy
company which he has since served as its chief executive officer
since 2015, SavWatt USA Inc., a supplier of LED bulbs, for which he
was the chief executive officer from March 2010 to December 2012,
and Starinvest Group, Inc., a business development company, for
which he was the chief executive officer from 1997 to 2006. Mr
Sutton is currently on the Board & Management of two private
companies: Valo Smart City Corporation and Medicevo Corporation.
Mr. Sutton holds a Bachelor’s Degree in Business
Administration from Pace University.
Jack (“Jeb”) Brooks began his professional career in 1990 at the
Management Associate training program at Citicorp. He was then
assigned to Citi’s branch in Taiwan, managing the
relationships of multi-national corporations doing business in
Taiwan. Later, he moved to London as A.V.P. of equity sales from
Asia to European institutional investors. In 1997, Jeb moved to
Texas where he worked at a retail bank, substantially improving net
income and successfully selling the bank in 1999. Jeb then founded
Merlin Engine, a private portfolio management and consulting firm.
In 2017, Jeb founded the Jack Brooks Foundation as an apolitical
non-profit focused on increasing citizen participation in the
voting process. Brooks’ educational background includes a
master’s degree from University of Chicago and a B.A. from
Wesleyan University. Jeb was an early investor in ZapGo and a major
influencer in the recent journey to establish
Carbon-Ion.
Adrian H Jones has served
in multiple Finance and General Management roles in NASDAQ listed
Companies since 1987, including Avant Garde Computing, Inc, Boole
and Babbage Inc, IntelliCorp, Intergraph Inc, Via Networks Inc and
InfoNet Services Corporation. Mr Jones was the founding Director
and CEO and the sole Shareholder of Solutions for Start-Up Ventures
Limited in 2009 that was the acquiring business of the ZapGo assets
from the Administrator Buchler, Phillips on 11 September 2020. Mr
Jones qualified as a Chartered Accountant in England and Wales with
KPMG (formerly Thomson McLintock and Co, London) in November
1982.
Andrew Sispoidis is the
Chief Executive Officer at Carbon-Ion Energy. As a seasoned
business operator, Andrew’s leadership and development skills
have led 10 high-growth, middle-market and start-up companies
(series A through mezzanine). With a demonstrated ability to
improve performance of multi-million-dollar businesses, Andrew has
a strong record of revenue and profit growth. He has managed up to
180 direct-reports and $132MM in revenue with a $52MM operating
budget. Andrew has previously sold 3 companies, raised more than
$250 million in capital, and returned over $1.4 billion in value.
Andrew has been recognized as an “Innovator” by the
Connecticut Technology Council and the MIT Enterprise Forum. Andrew
is an accomplished speaker as a TEDx speaker on cybersecurity and
has been a guest lecturer at: Fordham, Columbia, Stanford, Yale,
NYU, and the University of Connecticut.
Family Relationships
No
family relationships exist between any of our current or former
directors or executive officers.
Involvement in Certain Legal Proceedings
Other than as described below, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body
pending or, to the knowledge of the executive officers of our
Company or any of our subsidiaries, threatened against or affecting
our Company, our common stock, any of our subsidiaries or of our
Company’s or our Company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse
decision could have a material adverse effect.
-6-
On February 9, 2021, the Company’s received notice of a
ten-day temporary trading suspension from the Securities and
Exchange Commission (the “SEC”). The SEC’s
release on February 9, 2021 cited questions regarding the accuracy
and adequacy of information in the marketplace related to publicly
available information concerning COUV including: (a) a statement
made by COUV on December 1, 2020 that it is currently selling a
mask proven to filter 98% of COVID-19 particles and is
scientifically proven to kill COVID-19 particles; and (b) a
statement made by COUV on December 16, 2020 that it has entered
into a definitive letter of intent to acquire a company that holds
30 patents related to Carbon-Ion supercapacitor technology. The
temporary trading suspension of our Common Stock commenced on
February 10, 2021 and ended on February 24, 2021. Since that time
the Company’s Common Stock has traded on the grey market.
Corporate Universe is in the process of providing documents to the
Securities and Exchange Commission pursuant to a subpoena issued In
the Matter of Corporate Universe, Inc. The Company filed the Form
10 so that after its effectiveness, the Company could seek to
secure a market maker’s sponsorship to file a new Form 211
with FINRA. Following FINRA’s review and the conclusion of
the 15c211 process, the Company expects to resume trading as an SEC
reporting company. No assurance can be given as to if, or when, any
such FINRA approval will be obtained or when the Company’s
securities can again be listed on the OTC Markets.
On October 13, 2020, we filed a Complaint in the United States
District Court of Maryland (the “Court”) under Case No.
1:20-cv-02925-ELH against three corporate entities which are
shareholders of the Company’s Common Stock, related to
issuances of 56,666,660 common shares to them in 2010, by former
management. On October 28, 2020, we filed an Amended Complaint
which added a fourth shareholder, who holds 10,000,000 shares of
our Common Stock as a defendant. During the Company’s process
of preparing for its audit, it was determined that the Company and
its transfer agent, Pacific Stock Transfer, Inc., did not have
records showing that consideration was paid to the Company for such
66,666,660 Shares. The Company believes it has strong grounds to
win this lawsuit, but our attorneys estimate that it may take some
time to be resolved. As of January 14, 2021, all four defendants
were served with the Amended Complaint. On February 22, 2021, one
defendant filed a Motion to Dismiss for Improper Venue. On April 9,2021, the Company filed a Motion in Opposition to the Motion to
Dismiss for Improper Venue, both of which are currently pending
before the Court. If the defendant is successful on its Motion to
Dismiss, the Company may choose to refile the lawsuit in a Delaware
state court, and is currently discussing this option with Delaware
litigation counsel. Also on April 9, 2021, the Company filed a
Motion for Default against the remaining three defendants, which
was granted by the Court on April 20, 2021. Per the terms of the
Court’s Order granting the Motion for Default and the Notice
of Default filed by the Court, the three defendants had 30 days
from the date of the Order to file a Motion to Vacate the Order of
Default, and if they do not do so, the Company can file a Motion
for Default Judgment against them. Because the three defendants did
not file a Motion to Vacate the Order of Default, on May 22, 2021,
the Company filed a Motion for Default Judgment against them, which
was granted by the Court. As a result of the Default Judgment, the
Company cancelled 56,666,600 shares of Common Stock.
On June 24, 2020, a shareholder of the Company filed a lawsuit
against the Company and its former officer and director,
Christopher Panzeca in the United States District Court of Maryland
under Case No. 1:20-cv-01907-SAG. The lawsuit sought the removal of
Mr. Panzeca from all officer and director positions on the grounds
that the Company’s public securities filings had been
delinquent since 2010. The lawsuit was settled between the parties,
resulting in the voluntary resignation of Mr. Panzeca, and the
appointment of Isaac H. Sutton as the sole officer and director of
the Company. Neither the Company nor Mr. Panzeca admitted liability
and following the execution of the Settlement Agreement and General
Release on July 9, 2020, the plaintiff filed a Notice of Voluntary
Dismissal with the Court on July 10, 2020, dismissing all claims
against the Company and Mr. Panzeca.
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires
our executive officers and directors, and persons who own more than
10% of our common stock, to file reports regarding ownership of,
and transactions in, our securities with the Securities and
Exchange Commission and to provide us with copies of those
filings. Based solely on
review of the copies of such forms, our executive officers,
directors and greater-than-ten percent stockholders complied with
Section 16(a) filing requirements applicable to them.
Code of Ethics
Prior to the end of the year, we plan to adopt a written code of
business conduct and ethics that applies to our directors, officers
and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or
persons performing similar functions. A copy of the code will be
posted on our website. In addition, we intend to post on our
website all disclosures that are required by law concerning any
amendments to, or waivers from, any provision of the code. The
information on our website is deemed not to be incorporated in this
prospectus or to be part of this prospectus.
Corporate Governance
Term of Office
Our directors serve a one-year term until their successors are
elected and qualified, or until such director’s earlier
death, resignation or removal. Our executive officers are elected
annually by our board of directors and serve a one year term until
their successors are elected and qualified, or until such
officer’s earlier death, resignation or removal.
Committees of the Board
We have not previously had an audit committee, compensation
committee or nominations and governance committee. We anticipate
that the board of directors will authorize the creation of such
committees, in compliance with established corporate governance
requirements.
-7-
EXECUTIVE COMPENSATION
As a “smaller reporting company” under SEC rules, our
named executive officers for the fiscal year ended December 31,2020 (collectively, the “Named Executive Officers”)
were as follows:
●
Isaac
H. Sutton, our Chief Executive Officer, whose resignation from the
Company will be effective ten (10) days after mailing to
shareholders of a Schedule 14f-1 regarding the proposed changes in
the Company’s Board of Directors
SUMMARY COMPENSATION TABLE
Name
and Principal Position
Year
Salary($)
Bonus($)
Stock
Awards($)
Option
Awards($)
Non-Equity
Incentive
Plan
Compensation ($)
Non-Qualified
Deferred Compensation Earnings ($)
All
Other
Compensation
($)
Total
($)
Isaac H.
Sutton
2020
45,000
50,405
0
0
0
0
0
95,405
CEO, CFO
(1)
2019
—
—
—
—
—
—
—
—
(1) Isaac H. Sutton’s compensation in 2020 was paid to Sutton
Global Associates, Inc., a corporate he beneficially controls as
its President, under the terms of a under a Consulting Agreement
dated July 1, 2020.
No other executive officer received total annual compensation
during the fiscal year ended December 31, 2020 in excess of
$100,000.
As of December 31, 2020, we did not pay any compensation to our
Named Executive Officers.
Except as set forth below, we currently do not have any employment
agreements or agreements with any of our executive
officers.
On March 31, 2021, Carbon-Ion entered into an employment agreement
with Andrew Sispoidis pursuant to which Mr. Sispoidis shall serve
at the chief executive officer for an initial term of one year with
a base salary of $465,000 per annum paid in equal monthly
installments, less applicable withholdings and deductions as
required by law. Carbon-Ion shall review the base salary on an
annual basis and has the right but not the obligation to increase
it, but has no right to decrease the base salary. This agreement
automatically extends for additional terms of one year unless
either party gives at least six months prior written notice of non-
renewal during the initial term or the then current renewal term.
In addition, Mr.Sispoidis is entitled to receive an annual bonus up
to $400,000 if Carbon-Ion meets or exceeds criteria adopted by the
compensation committee of the board of directors on an annual
basis.
On April 12, 2021, Carbon-Ion entered into an employment agreement
with Adrian Jones pursuant to which Mr. Jones shall serve as the
Chief Financial Officer for an initial term of one year with a base
salary of $250,000 per annum paid in equal monthly installments,
less applicable withholdings and deductions as required by law.
Carbon-Ion is also obligated to increase the base salary on an
annual basis between $15,000 and $30,000 at the discretion of the
compensation committee of the board of directors. Mr. Jones is also
entitled to receive a car allowance of $1,000 per month and five
weeks paid vacation per year. This agreement automatically extends
for additional terms of one year unless either party gives at least
six months prior written notice of non-renewal during the initial
term or the then current renewal term. In addition, Mr. Jones is
entitled to receive a bonus determined by the compensation
committee of the board of directors on an annual
basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as disclosed below, there have been no
transactions involving the Company since the beginning of the last
fiscal year, or any currently proposed transactions, in which the
Company was or is to be a participant and the amount involved
exceeds $120,000 or one percent of the average of the
Company’s total assets at year-end for the last two completed
fiscal years, and in which any related person had or will have a
direct or indirect material interest.
On July 1, 2020, the Company entered into a Consulting Agreement
(the “Consulting Agreement”) with Sutton Global
Associates, Inc., which is beneficially owned by the
Company’s CEO, Isaac H. Sutton. Under the terms of the
Consulting Agreement, Mr. Sutton, as the Company’s acting
CEO, has been responsible for seeking business and merger
candidates for Corporate Universe, Inc.
As one example of Mr. Sutton’s services performed under the
Consulting Agreement, on November 2, 2020 and subsequently amended
on December 1, 2020, the Company entered into a Share Exchange
agreement to acquire 1,000,000 Shares of Medicevo Corporation
(“Medicevo”), a Delaware Corporation, from its
shareholder, for $150,000 in cash invested in Medicevo and
15,600,000 shares of the Company’s common stock valued at
$280,800 to Medicevo’s shareholder. The Company has recorded
the Investment in Medicevo in the amount of $430,800 as a
non-current asset on the balance sheet and accounts for the
investment under the cost method, which requires a periodic
assessment for impairment. Medicevo’s majority shareholder is
beneficially controlled by Isaac H. Sutton, the Company’s
CEO. During the Six Months Ending June 30, 2021, Medicevco has
discontinued operations and consequently recorded an impairment
loss of $430, 800.
-8-
Mr. Sutton’s services provided under the Consulting Agreement
also allowed the Company to identify the opportunity for the
acquisition of Carbon-Ion/Oxcion Limited. Mr. Sutton’s
current role in that transaction to see that the Carbon-Ion
transaction closes. Once that acquisition has closed, Jack Brooks
will be appointed as the Chief Executive Officer of the Company,
Isaac Sutton will resign as Chief Executive Officer of the Company
and will become the Chief Operating Officer of the Company, and
Andrew Sispoidis and Adrian Jones will become directors of the
Company.
As of June 30, 2021, Carbon-Ion had an aggregate balance of
$119,349 due to Jack Brooks, the President and a Director, and
Adrian Jones, a Director nominee, which sum represents funds
advanced to Carbon-Ion by such persons for working capital
purposes. The amounts due are unsecured, non-interest bearing and
are payable upon demand.
REVIEW, APPROVAL AND RATIFICATION OF RELATED PARTY
TRANSACTIONS
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the
information under this item.
WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION
The
Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy
statements and other information including annual and quarterly
reports on Forms 10-K and 10-Q, respectively, with the SEC. Copies
of such material can be obtained on the SEC’s website
(http://www.sec.gov) that contains the filings of issuers with the
SEC through the EDGAR system.
-9-
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Information Statement on Schedule
14f-1 to be signed on its behalf by the undersigned hereunto duly
authorized.
