UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2014
| AMERICAN BOARDING COMPANY |
| (Exact name of registrant as specified in its charter) |
| Delaware |
| 333-180838 |
| 45-4507811 |
| (state or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
| 358 Frankfort Street Daly City, California |
| 94014 |
| (address of principal executive offices) |
| (zip code) |
| (415) 283-7257 |
| (registrant’s telephone number, including area code) |
| Not Applicable |
| (former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Contol of Registrant.
On December 10, 2014, American Boarding Company repurchased the shares of founding members who were non-participating in development of the company.
Upon the completion of the repurchase, those shareholders will no longer be a holder of any of the Company's $.001 par value common stock and have no further interest in the Company. Furthermore Board of Directors has granted 3,000,000 shares of the Company's $.001 par value common stock to Reza Noorkayhani, our Chief Executive Officer, as compensation for services during 2012 to 2014 and bringing the Company to a public entity status.
Furthermore, upon completion of the repurchase, Reza Noorkayhani will now own a total of 4,355,000 shares of the Company's $.001 par value common stock representing 47.85% control of the Company.
There were no arrangements or understandings between members of either the Selling shareholders or the Company or any of their associates with respect to the election of directors or other matters.
Section 9- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K.
| Exhibit No. | Description |
16.1 | Minutes of Board of Directors meeting 12-10-2014. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| AMERICAN BOARDING COMPANY |
|
|
|
| Dated: December 15, 2014 | /s/ Reza Noorkayhani |
|
| Reza Noorkayhani |
|
| Chief Executive Officer / Director |
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MINUTES OF SHAREHOLDER MEETING
OF
AMERICAN BOARDING COMPANY
(ABC)
The Annual meeting of the shareholders of the Corporation was held at 4:00 p.m. on December 10, 2014 at 358 Frankfort Street, Daly City, California 94014.
Reza Noorkayhani and Joseph Marshall were present as the Directors of the Corporation. The meeting was called to order by Reza Noorkayhani. It was moved and unanimously carried that: Reza Noorkayhani carries on as the Chairman and Secretary.
The meeting then proceeded to the election of officers. Upon nominations duly made and seconded, the following were elected officers of the Corporation, to serve for the ensuing year or until their successors are elected and qualify:
| President | : | Reza Noorkayhani |
| Secretary | : | Reza Noorkayhani |
| Treasurer | : | Joseph Marshall |
The President of the Corporation thereupon assumed the Chair, and the Secretary of the Corporation assumed the duties as Secretary of the meeting. The Secretary presented to the meeting information on:
1.
American Boarding Company (AMIB) as an OTC:PK trading company.
2.
Acquisition and growth strategy of the corporation for 2015 and beyond.
3.
Lack of participation by some founding shareholders as planned to develop ABC as a publicly traded company.
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Minutes of BOD Shareholder Meeting
December 10, 2014
The Chairman presented to the meeting a proposal that corporation should repurchase the shares that were granted to those shareholders who failed to provide services and participate in developing the corporation as initially planned. A discussion followed. Upon motion duly made, seconded and unanimously carried, it was
RESOLVED, that the proposal pertaining to the repurchase of shares of stock of the Corporation to Farshid Raafat be, and the same hereby is, in all respects approved for and on behalf of the Corporation; and that the Corporation shall issue and deliver to Farshid Raafat, or anyone designated in writing by Farshid Raafat, for services on behalf of the Company, a check in the amount of $660 consideration, which are acknowledged as having been received, and Certificate #1 representing repurchase of 1,360,000 common shares of the Corporation, $0.001 par value shall be delivered to the corporation; and it was further
RESOLVED, that the proposal pertaining to the repurchase of shares of stock of the Corporation to Alexander Asemi be, and the same hereby is, in all respects approved for and on behalf of the Corporation; and that the Corporation shall issue and deliver to Alexander Asemi, or anyone designated in writing by Alexander Asemi, for services on behalf of the Company a check in the amount of $300 consideration, which are acknowledged as having been received, and Certificate #3 representing repurchase of 595,000 common shares of the Corporation, $0.001 par value shall be delivered to the corporation;; and it was further
RESOLVED, that the proposal pertaining to the repurchase of shares of stock of the Corporation from Hooshang Davnloo be, and the same hereby is, in all respects approved for and on behalf of the Corporation; and that the Corporation shall issue and deliver to Hooshang Davnloo, or anyone designated in writing by Hooshang Davnloo,
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Minutes of BOD Shareholder Meeting
December 10, 2014
for services on behalf of the Company a check in the amount of $340 consideration, which are acknowledged as having been received, and Certificate #4 representing 680,000 common shares of the Corporation, $0.001 par value shall be delivered to the corporation;; and it was further
RESOLVED, that the proposal pertaining to the repurchase of shares of stock of the Corporation to Mohamad Etehadieh be, and the same hereby is, in all respects approved for and on behalf of the Corporation; and that the Corporation shall issue and deliver to Mohamad Etehadieh, or anyone designated in writing by Mohamad Etehadieh, for services on behalf of the Company in the amount of $1 consideration, which are acknowledged as having been received, and Certificate #6 representing 425,000 common shares of the Corporation, $0.001 par value shall be delivered to the corporation;; and it was further
RESOLVED, that the offer pertaining to the issuance of shares of stock of the Corporation to Reza Noorkayhani be, and the same hereby is, in all respects approved for and on behalf of the Corporation; and that the Corporation shall issue and deliver to Reza Noorkayhani, or anyone designated in writing by Reza Noorkayhani, for services as Chief Executive Officer and guiding the company through to become a publicly traded company in the amount of $3,000 (par value) consideration, which are acknowledged as having been received, Certificate # representing 3,000,000 common shares of the Corporation, $0.001 par value; and it was further
RESOLVED, that the officers of the Corporation be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the transaction contemplated in connection with carrying the foregoing resolutions into effect.
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Minutes of BOD Shareholder Meeting
December 10, 2014
It was proposed that the corporation name a new corporate address for official business which shall be 358 Frankfort Street, Daly City, California 94014 USA. A discussion followed. Upon motion duly made, seconded and unanimously carried, it was
RESOLVED, that the new corporate address shall be 358 Frankfort Street, Daly City, California 94014 USA.
There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried it was adjourned.
/s/ Reza Noorkayhani
Reza Noorkayhani, President
Attest: /s/ Joseph Marshall
Joseph Marshall, Treasurer
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