RTCORE Inc. f/k/a iSocially, Inc. Shareholder Disclosure
· Completion of Acquisition or Disposition of Assets
· Sales of Equity Securities
· Changes in Control of Issuer
· Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
· Amendments to Articles of Incorporation or Bylaws.
Charlotte, NC - (NewMediaWire) - September 4, 2020 - Effective as of August 21, 2020, iSocialy, Inc., a Delaware corporation (the “Company”), purchased from RTCORE Software LLC (OTC Markets: PPPS), a South Carolina limited liability company (the “RTCORE LLC”), (i) the “RTCORE” banking system software, (ii) all related trade secrets, technology, know-how, procedures and/or methodologies in the possession or under the control of RTCORE LLC related to the software, and (iii) $100,000 of cash (collectively the “RTCORE Assets”). Immediately thereafter, the Company changed its name to RTCORE Inc. RTCORE Inc. also purchased from Alpha Modus, Corp., a Florida corporation (“Alpha Modus”), (i) the “Assure” mortgage software platform, and (ii) all related trade secrets, technology, know-how, procedures and/or methodologies in the possession or under the control of Alpha Modus related to the software (collectively the “Alpha Modus Assets”).
In consideration of the acquisition of the RTCORE Assets and the Alpha Modus Assets (collectively the “Acquisitions”) by the Company (i) Oscar Brito resigned as the sole director and officer of the Company; (ii) the principals of RTCORE LLC, Kate Shakhray and Philip Walton, were appointed as the directors of the Company; (iii) Philip Walton was appointed as the President and Treasurer of the Corporation and Kate Shakhray was appointed as the Secretary of the Company; (iv) Oscar Brito and his entity agreed to cancel an aggregate of 74,741,848 shares of Company common stock (the “Cancelled Shares”); (v) and the Company agreed to issue an aggregate of 124,718,473 shares of Company common stock as follows: (a) 108,968,473 shares to RTCORE LLC (the “RTCORE Shares”), (ii) 6,250,000 shares to Alpha Modus (the “Alpha Modus Shares”), and (iii) 9,500,000 shares to William Alessi pursuant to an employment agreement with the Company entered into immediately following closing of the Acquisitions (the “Alessi Shares”).
Following the closing of the Acquisitions, the Cancelled Shares were cancelled, and the RTCORE Shares, Alpha Modus Shares, and Alessi Shares were issued, and such cancellation and issuances constituted a change of control of the Company. The RTCORE Shares, Alpha Modus Shares, and Alessi Shares were issued pursuant to exemptions from registration relying on Section 4(a)(2) of the Securities Act of 1933 and upon Rule 506(b) of Regulation D promulgated thereunder as there was no general solicitation, and the transactions did not involve a public offering.
In connection with the Acquisitions, and as stated above, on August 21, 2020, the Company changed its name to “RTCORE Inc.” by filing a Certificate of Amendment to Certificate of Incorporationwith the State of Delaware. The Company’s operations are now focused on software development operations.
Safe Harbor Statement -
This press release may contain forward-looking information that involve a number of risks and uncertainties made pursuant to Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, including all statements that are not statements of historical fact regarding the intent, belief or current expectations of the company, its directors or its officers with respect to, among other things, the company’s business plans and the company's growth strategy and operating strategy. Words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “would,” “will,” “estimates,” “intends,” “projects,” “goals,” “targets” and other words of similar meaning are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the company's ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of numerous and varied factors. RTCORE, Inc. f/k/a iSocially, Inc. does not undertake to update any forward-looking statements except as required by applicable law. All subsequent written and oral forward-looking statements attributable to the company or any person acting on behalf of the company are expressly qualified in their entirety by the cautionary statements referenced above.
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