Nevada
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333-188401
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99-0385424
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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531 Airport North Office Park
Fort Wayne, Indiana
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46825
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(Address of principal executive offices)
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(Zip Code)
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x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Name and Address of Beneficial Owner(1)
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Amount and
Nature of
Beneficial
Ownership(1)
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Percentage of Beneficial
Ownership
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||||||
Directors and Officers:
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||||||||
Steve Chen
531 Airport North Office Park
Fort Wayne, Indiana 46825
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-0- | 0 | % | |||||
Brian Kistler
531 Airport North Office Park
Fort Wayne, Indiana 46825
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-0- | 0 | % | |||||
All executive officers and directors as a group (2persons
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-0- | 0 | % | |||||
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||||||||
Beneficial Shareholders Greater than 10%
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||||||||
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||||||||
Success Holding Group Corp. USA Address
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8,000,000 | 85.2 | % |
*
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Less than one percent.
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(1)
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Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Current Report. As of the date of this Current Report, there are 9,400,000 shares issued and outstanding.
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10.1 | General Release and Waiver of Debt dated July 15, 2014 by and between Marek Tomaszewski and Altimo Group Corp. |
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ALTIMO GROUP CORP.
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Date: August 21, 2014
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By:
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/s/ Brian Kistler
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Brian Kistler
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President
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1.
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In consideration of this Agreement, Claimant individually and on behalf of his successors, heirs and assigns, forever releases, remises, waives, acquits, covenants not to sue or file any complaints with any court of competent jurisdiction or with any regulatory office, and specifically releases and waives any claims or rights it may have under common law and statutory law, common law fraud or deceit, and discharges the Company, together with any firms, successors, predecessors, assigns, directors, officers, shareholders, supervisors, employees, attorneys, agents and representatives from any and all actions, causes of action, claims, demands, losses, damages, costs, attorneys' fees, causes in action, indebtedness and liabilities, known or unknown, which he may now have resulting or arising from the Debt, or any other matter, occurrence or event whatsoever from the beginning of time to the date of this Agreement.
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2.
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As a result of Claimant's decision to provide to the Company the Waiver and Release, Claimant acknowledges that it is foregoing the possibility of any future accrual of interest or repayment of interest and principal by any other terms, and that the consideration for the Waiver and Release agreed upon with the Company is in its view fair and reasonable.
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3.
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Claimant and the Company specifically agree that neither party shall divulge, disclose, publicize or in any manner make reference to this Agreement and the circumstances and events leading up to this Agreement other than as required under the disclosure laws relating to reporting companies under the Securities Exchange Act of 1934. This Agreement and the circumstances and events leading up to this Agreement shall be held in the strictest confidence between the parties and disclosure of any portion of this Agreement by the parties, other than to their legal counsel, accountants, tax advisors or as required by law or as agreed in writing by both parties, shall operate as a breach of this Agreement. It is the intent of the parties to this Agreement to respect each other's right to privacy and each party agrees to act in good faith to avoid having the terms of this Agreement and the circumstances and events leading up to this Agreement becoming public.
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4.
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This Agreement shall be interpreted pursuant to Nevada law. If any provision in this Agreement shall be declared unenforceable by any administrative agency or court of law, the remainder of the Agreement shall remain in full force and effect and shall be binding upon the parties hereto as if the invalidated provisions were not part of this Agreement. Each party has cooperated in the drafting and preparation of this Agreement. As a result, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.
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5.
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Each covenant, agreement and provision of this Agreement shall be construed to be a separate covenant, agreement and provision. If any covenant, agreement or provision of this Agreement is breached, the remainder of this Agreement shall not be effected thereby. No waiver of any breach of any term or provision of this Agreement shall be considered to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
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ALTIMO GROUP CORP. | |||
Date: July 15, 2014
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By:
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/s/ Brian Kistler | |
Brian Kistler, President
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Date: July 16, 2014
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By: | ![]() |
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Marek Tomaszewski
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