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):
February 13, 2017
INTELLIGENT CLOUD RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 333-202294 | N/A | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
8717 N. Mattox Rd. Apt C198
Kansas City, MO 64154
(Address of principal executive offices)
(647) 478-6385
(Registrant's telephone number, including area code)
N/A
(Former Name or former address if changed from 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2017, Christopher Pay accepted the appointment by the Board of Directors of Intelligent Cloud Resources, Inc. (the “Company”) as a member of the Board of Directors. On February 13, 2017, the Board of Directors of the Company resolved to appoint Mr. Pay as a member to the Board of Directors of the Company.
From 2015 to present, Mr. Pay acted as Chief Executive Officer of Mobile Lads Corporation in Toronto, CA. Here, he positioned a unique residual income “instant access mobile“ product from inception to launch. Prior to that, Mr. Pay acted as Chief Executive and Managing Director at Pay Fones, in London, UK, from 2008-2015. While there, he Signed licencing deal with Land Rover to produce the world’s first Land Rover S1 mobile phone. These were ultra-rugged performance handsets sold into carriers, retail and distributors. While Mr. Pay was there, Pay Fones’ sales topped 700,000 units.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
Resolutions for appointment of officer |
| 2 |
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.
February 16, 2017
| Intelligent Cloud Resources, Inc. | |
| /s/ Fatima Khan | |
| By: Fatima Khan | |
| Title: Chief Executive Officer |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 99.1 | Resolutions for appointment of officer |
4
EXHIBIT 99.1
WRITTEN CONSENT OF ALL OF THE
DIRECTORS OF
INTELLIGENT CLOUD RESOURCES, INC.
THE UNDERSIGNED, being all of the directors of Intelligent Cloud Resources, Inc., a Nevada corporation (the "Corporation"), pursuant to the provisions of the Nevada Revised Statutes, the undersigned does hereby adopt the resolutions set forth below and upon execution of this consent (the “Consent”), the resolutions set forth below shall be deemed to have been adopted to the same extent and to have the same force and effect as those adopted in a formal meeting of the Corporation's Board of Directors, duly called and held for the purpose of acting upon proposals to adopt such resolutions:
WHEREAS, the Board of Directors believes it is in the best interest of the shareholders of the Corporation to appoint Christopher Pay to the Board of Directors of the Corporation.
THEREFORE, BE IT RESOLVED, that the Corporation appoint Christopher Pay to the Board of Directors of the Corporation.
FURTHER RESOLVED, that any and all actions heretofore reasonably taken by or on behalf of the Corporation in the conduct of its business prior to the date hereof are approved, ratified and confirmed in all respects as being the acts and deeds of the Corporation, including any and all actions heretofore made for or on behalf or in the name of the Corporation by any of the Corporation’s officer and directors.
FURTHER RESOLVED, that the proper officers of the Company be, and they and each of them hereby are, authorized and empowered, in the name of the Corporation and on its behalf, to do all such further acts and things, and to execute, deliver and file with the appropriate authorities all such further documents, certificates and instruments, as such officers, in their sole discretion, shall determine to be necessary, appropriate or advisable in order to carry out the intent of the foregoing resolutions, any such execution delivery and/or filing by such officers of any such document, certificate or instrument.
FURTHER RESOLVED, that these resolutions may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; these resolutions may be executed by facsimile.
IN WITNESS WHEREOF, the undersigned directors have hereunto set their hands and adopted the above resolutions as of February 13, 2017 and hereby direct that a signed copy of this written consent be filed with the Minutes of the proceedings of the directors of the Corporation.
| DIRECTORS: | |
| /s/ Fatima Khan | |
| Fatima Khan | |
| /s/ Rehan Saeed | |
| Rehan Saeed | |
| Acknowledged and accepted, | |
| /s/ Christopher Pay | |
| Christopher Pay |