LOS ANGELES, Sept. 28, 2023 (GLOBE NEWSWIRE) — Global Entertainment Holdings, Inc. (OTC: GBHL) (the “Company” or “Global”), an independent global entertainment content production and OTT streaming distribution company, today announced the recission of the agreement previously executed between the Company and DCE Construction, Inc., d/b/a Mesa Garage Doors (“Mesa”), a Southern California-based leader in home improvement solutions focused on selling, servicing and installing garage and entry doors as well as custom gates.
As previously reported, on February 9, 2023, the Company executed and closed a Share Exchange Agreement by and among DCE Construction, Inc., dba Mesa Garage Doors (“Mesa”), and the Shareholders of Mesa (the “Share Exchange Agreement”) wherein the Company acquired all of the issued and outstanding shares of Mesa in exchange for an aggregate of 3,702,000,0000 shares of common stock of the Company issued to the Shareholders of Mesa, thereby making Mesa a subsidiary of the Company at Closing.
Subsequent to the closing, the former shareholders of Mesa learned of (i) the Company’s failure in 2012 to file certain required Company periodic filings with the Securities and Exchange Commission, and (ii) the Company’s filing of non-compliant Form 15 in 2013. As a result of these compliance failures, Mesa and the Shareholders of Mesa are unable to effectuate any corporate actions through FINRA. This includes the name change and symbol change required to be consummated pursuant to terms of the Share Exchange Agreement.
Mesa is highly dependent on the goodwill of its name generated through over 30 years in business, and as a result it was not tenable to operate the business under the name of Global Entertainment Holdings, Inc. Because of this and the failure to satisfy the post-closing obligations under the Share Exchange Agreement, the parties desired to rescind the Share Exchange Agreement and restore the Company, Mesa and the Mesa Shareholders to their respective positions prior to the consummation of the Share Exchange Agreement.
On September 7, 2023, the Shareholders of Mesa and the Company entered into a Rescission Agreement whereby (i) each of the former shareholders of Mesa returned 100% of the 3,702,000,0000 shares of Company common stock to Treasury, and (b) the Company returned to the Shareholders of Mesa, 100% of the shares of Mesa. The Company continues to own and operate its legacy subsidiaries. On September 27, 2023, Dwight Esnard and Michael Layman tendered their resignations from the board of directors and from all officer positions and concurrently appointed Eric Horton as the Company’s sole director and as the Company’s President, Secretary and Treasurer.
Company Contact
Dwight Esnard
+1 (800) 951-7700
desnard@mesagaragedoors.com
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