8-K
ULIXE CORP. (WRPT)
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2023
WARPSPEEDTAXI INC.
(Exact Name of Registrant as Specified in Charter)
| Wyoming | 333-252505 | 85-3978107 |
|---|---|---|
| (State<br> or Other Jurisdiction<br><br>of Incorporation) | (Commission<br> File Number) | (IRS<br> Employer<br><br>Identification Number) |
Shiriki House Office Community, 3^rd^ Floor Westside Towers
Lower Kabete Road, Westlands Nairobi, Kenya
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including area code: (702) 802-0474
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 communication 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: None
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 an 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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On May 3, 2023, we entered into a binding letter of intent dated for reference May 1, 2023 with a United States-based joint venture partner (the “JV Partner”) whereby we will form a U.S. corporation (the “Corporation”) for the purpose of operating a ride-hailing and delivery business using a computer application (the “Application”). The agreement provides that we will be responsible for funding the operation and marketing of the Application business in the amount of $1.5 million and that the JV Partner will cause the owner of the Application to transfer the assets comprising the Application to the Corporation. The JV Partner will be responsible for operating the Company’s business while both parties will oversee monthly budgets for the Corporation. Both parties will each own of a 50% interest in the Corporation though these interests may be diluted through additional financing.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit<br>No. | Description |
| --- | --- |
| 99.1 | Binding Letter of Intent dated May 1, 2023. |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WarpSpeed<br> Taxi Inc. | ||
|---|---|---|
| Date: May<br> 8, 2023 | By: | /s/ Daniel Okelo |
| Daniel Okelo,<br> President |
2
Exhibit 99.1
WARPSPEED TAXI INC.
2661 Rosanna Street
Las Vegas NV 89117
Telephone: (269) 692-9418
Email: info@warpspeedtaxi.com
May 1, 2023
Dennis Campbell
PGC Investments, LLC
13800 US HWY 19 N
Clearwater Fl 33786
Dear Sir:
| Re: | Binding Letter of Intent – WarpSpeed Taxi and Call-A-Ride |
|---|
This letter, when countersigned by you, will serve to confirm the preliminary agreement (the “Agreement”) between WarpSpeed Taxi Inc. (“WarpSpeed”) and PGC Investments, LLC (“PGC Investments”) and to serve as a basis for a more formal agreement that will contain additional material terms and conditions that are consistent with the terms of this Agreement.
The terms and conditions of our Agreement are as follows:
| 1. | PGC Investments is the owner of a majority interest and controling voting rights in the corporation that<br>owns the assets comprising the Call-A-Ride ride-hailing and delivery business (the “Assets”) and has full right and authority<br>to enter into this Agreement effect the transactions that are contemplated in this Agreement. PGC Investments represents and warrants<br>to WarpSpeed that it has fully developed and beta tested the Assets and that the Assets comprise everything that is necessary in order<br>to operate the intended ride-hailing and delivery business, subject to the budgetary requirements detailed in the attachment described<br>in paragraph 10 below. |
|---|---|
| 2. | WarpSpeed and PGC Investments hereby agree to form a joint venture corporation (the “Company”)<br>for the purpose of operating and developing a ride-hailing and delivery business that may utilize the Assets world-wide as applicable.<br>The Company will be formed as a Florida corporation with WarpSpeed and PGC Investments each having a 50% initial equity interest in the<br>Company. |
| --- | --- |
| 3. | WarpSpeed Taxi and PGC Investments will each nominate a Company director and an officer with Dennis Campbell<br>being PGC Investments’ nominee who will act as the CEO of the Company. Dennis Campbell shall be retained as the CEO/President under<br>an executive employee contract as attached. |
| --- | --- |
| 4. | The Company shall open two bank accounts: a “general” account and an “operating”<br>account. The directors of the Company shall be the signatories for the general account with both required to authorize all payments from<br>the account. There shall only be one signatory required on the operating account, which shall be PGC Investments’ nominee. |
| --- | --- |
| 5. | All Company revenues and incoming funds will be deposited into the general account. The Board of Directors<br>of the Company which is comprised of two directors, one selected from PGC Investments and one selected from Warpspeed will agree upon<br>a monthly expense budget amount and transfer it to the operating account. Prior to the Company transferring additional funds to the operating<br>account each month, its directors will review the expenditures from the operating account to ensure that all disbursements from the account<br>are acceptable. |
| --- | --- |
| 6. | With WarpSpeed being a publicly traded company, the Company will allow WarpSpeed’s auditor to conduct<br>an annual audit of its finances, as well as quarterly reviews. |
| --- | --- |
| 7. | Each party will nominate an accounting person to maintain the Company accounts and shall have access to<br>all of the Company records upon request. WarpSpeed Taxi has such a person on staff and will pay the accountant’s salary PGC Investments<br>will hire the Company’s accounting staff with the salaries being paid by the Company. |
| --- | --- |
| 8. | In consideration of its 50% interest in the Company, PGC Investments will cause the transfer of all Assets,<br>including, without limitation, software, hardware, intellectual property rights, and contractual rights with drivers and customers, to<br>the Company, which shall be documented with a formal bill of sale. PGC Investments can form a holding company for its 50% interest in<br>the Company or make any other arrangements so that any outstanding current debt of PGC Investments is owed by the holding company. |
| --- | --- |
| 9. | WarpSpeed Taxi will create a funding instrument to raise a minimum of $1.5 million (exclusive of any financing<br>fees) in consideration of its 50% interest in the Company. WarpSpeed shall also be responsible for the fees of Bill Stern and Gary Kummer<br>that become due and owing in connection with this financing. |
| --- | --- |
| 10. | Attached, and forming part of this Agreement, is the budget spreadsheet for the first year of Company<br>operations as represented by PGC Investments. PGC Investments will provide a detailed breakdown of each expenditure listed. |
| --- | --- |
If this binding letter of intent properly reflects our discussions to date, please indicate by signing in the space provided below and returning a copy to us.
Yours truly,
WARPSPEED TAXI INC.
Per: /s/ Daniel Okelo
| DANIEL OKELO | |
|---|---|
| President | Agreed and accepted by: |
| /s/ Dennis Campbell | |
| Dennis Campbell | |
| PGC Investments, LLC |