UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 11, 2022
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MINING GLOBAL, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 000-53556 | 74-3249571 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
500 S Australian Ave #600 West Palm Beach FL 33401
(Address of Principal Executive Offices) (Zip Code)
(954) 837-6833
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b 2 of this chapter). Emerging growth company ☐
If any emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| 1 |
Item 1.01 Entry into a Material Definitive Agreement.
| 1. | The Board accepts the resignation of Tom Ilic from all positions, |
| 2. | The board accepts appointment of Irina Veselinovic on the position of an Interim COO. |
| 3. | The board accepts appointment of Alex Sentic on the position of the interim CEO of MNGG. |
| 4. | Mining Global, Inc. issued Preferred B shares to the Small Cap Compliance, LLC as the majority block. These shares in a private off the market transaction were purchased by the MNGG Chairman Zoran Cvetojevic |
| 5. | Zoran Cvetojevic is appointed as the Chairmen of the board and the preferred shareholder of the company. |
| 6. | In concert with the acquisition of the preferred shares Zoran Cvetojevic has made to MNGG up to $250,000 in cash available for MNGG to recapitalize be liquid and resume meaningful operations via contemplated merger with Cash Next.Com |
| 7. | The board has voted unanimously to do a name change from American Rolling Company, Inc. back to the company's original name Mining Global, Inc. |
| 8. | The board has passed the resolution that the company will commence or resume it's filings of all future material events with OTC markets effective immediately. |
| 9. | The board has passed the resolution that the company conduct a thorough all forensic review of all debts on the company’s books. As of today's date the only debt shown on the company records is Emry Capital for $356,000. |
| 10. | The company board has passed a resolution that the company shall complete the OTC adequate disclosure documents and remain company with OTC in its periodic required filings. |
| 11. | The company board passed a resolution that the interim management continues its merger discussions with Cash Next. Com a carbon exchange mining company and or other qualified candidates to complete its previously announced merger. |
Item 9.01 Financial Statements and Exhibits
Exhibits:
99.1 - Board Resolution
99.2 - Board Resolution Appointing Officers
| 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.
| MINING GLOBAL, INC. | ||
| By | /s/ Zoran Cvetojevic | |
|
Name: Zoran Cvetojevic Title: President | ||
Date: July 25, 2022
| 3 |
Exhibit 99.1
BOARD RESOLUTION OF MINING GLOBAL, INC. (OTC MNGG)
ADOPTED ON JULY 11, 2022
The following board resolutions passed by a unanimous vote of the board and majority shareholders of Mining Global, Inc. (OTC: MNGG) resolved that:
| 1. | The Board accepts the resignation of Tom Ilic from all positions, | |
| 2. | The board accepts appointment of Irina Veselinovic on the position of an Interim COO. | |
| 3. | The board accepts appointment of Alex Sentic on the position of the CEO of MNGG. | |
| 4. | Zoran Cvetojevic is appointed as the Chairmen of the board and the preferred shareholder of the company. | |
| 5. | Mining Global, Inc. issued Preferred B shares to the Small Cap Compliance, LLC as the majority block. | |
| 6. | The board has voted unanimously to do a name change from American Rolling Company, Inc. back to the company's original name Mining Global, Inc. | |
| 7. | The board has passed the resolution that the company will commence or resume it's filings of all future material events with OTC markets effective immediately. | |
| 8. | The board has passed the resolution that the company conduct a thorough all forensic review of all debts on the company’s books. As of today's date the only debt shown on the company records is Emry Capital for $356,000. | |
| 9. | The company board has passed a resolution that the company shall complete the OTC adequate disclosure documents and remain company with OTC in its periodic required filings. | |
| 10. | The Company will immediately inform Transfer Agent about the management and other changes. |
____________________________________________
By: Zoran Cvetojevic Chairman of the board
(For security reasons signature on file with the issuer)
Board Resolution
Page 1 of 1
Exhibit 99.2
BOARD RESOLUTION OF MINING GLOBAL, INC. (OTC: MNGG) APPOINTING OFFICERS
DULY PASSED ON JULY 11th 2022
APPOINTMENT OF OFFICERS
RESOLVED, that the following persons are elected to the office(s) indicated next to their names to serve until their successor(s) shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of this corporation, to take their respective office(s) immediately upon such appointment:
| Office | Name |
| Chief Executive Officer | Alex Sentic |
| Interim Chief Operational Officer | Irina Veselinovic |
| Chairman of the board | Zoran Cvetojevic |
RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as such officers shall deem necessary or advisable, to carry out the purposes and intent of the foregoing resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation.
It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors of the above-named Company on the 11th day of July, 2022, in accordance with the Memorandum or By-Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the said resolution has been duly recorded in the Minute Book and is in full force and effect.
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Alex Sentic - Chief Executive Officer
(For security reasons signature on file with the issuer)
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Irina Veselinovic – Interim COO
(For security reasons signature on file with the issuer)
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Zoran Cvetojevic - Chairman of the board
(For security reasons signature on file with the issuer)
| Board Resolution | Page 1 of 1 |