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
April 23, 2014
Date of Report
(Date of Earliest Event Reported)
SGREP INC.
(Exact Name of Registrant as Specified in its Charter)
PATH RUN ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55065 46-3621067
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
1400 Veterans Memorial Highway SE
Suite 134-217
Mableton, Georgia 30126
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
844-422-0975
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On April 23, 2014, SGREP Inc. (formerly Path Run Acquisition Corporation)
(the "Registrant" or the "Company") issued 999,999 shares of its common stock
pursuant to Section 4(2) of the Securities Act of 1933 at par representing
66.67% of the total outstanding 1,499,999 shares of common stock as follows:
333,333 IMIR Management LLC
666,666 NFA Securities L3C
With the issuance of the 999,999 shares of stock and the redemption of
19,500,000 shares of stock (discussed below), the Company effected a change
in its control and the new majority shareholder(s) elected new management of
the Company. The Company may develop its business plan by future acquisitions
or mergers but no agreements have been reached regarding any acquisition or
other business combination. The Company changed its name as part of the change
in control. If the Company makes any acquisitions, mergers or other business
combination, the Company will file a Form 8-K but until such time the Company
remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On April 23, 2014, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,950.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed
with the Securities and Exchange Commission on Form 10-12G filed on September
30, 2013 as amended and supplemented by the information contained in this
report.
The Registrant anticipates that it will develop its business with a
combination with a private company or through the development of its business
plan. The Company is designed to become a real estate investment and
operating company specializing in the acquisition of net leased real estate
assets to industry-leading Fortune 1,000 companies performing globally. The
Company anticipates that it will acquire single asset or portfolio real
estate utilizing sale leasebacks. The Company anticipates that each
acquisition will have creditworthy tenants and will have stable and suitable
growth potential favorable to investor returns. The Company will initially
focus its target market on small to mid-market real estate located in North
America. To date, the Company has no operations and no agreements have
been executed. If the Registrant makes any acquisitions, mergers or
other business combination, it will file a Form 8-K.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On April 23, 2014 James M. Cassidy resigned as the Registrant's
president, secretary and director.
On April 23, 2014, James McKillop resigned as the Registrant's vice
president and director.
On April 23, 2014 Joshua J. Griggs was named as the director of the
Registrant and was appointed its President and sole officer.
Joshua J. Griggs serves as the sole officer and director of the
Registrant. Mr. Griggs received a Bachelor of Business Administration in
Management from Howard University, Washington, DC. Since 2002, Mr. Griggs
has been involved in the real estate industry. Mr. Griggs is a Certified
Licensed Real Estate Appraiser and an approved appraiser on the FHA
National Roster. In 2004, he contracted with the Department of Housing
and Urban Development and Fannie Mae to provide market analysis in Urban
Markets within the United States. In 2006, Mr. Griggs co-founded SG Capital
Group, a real state private equity firm located in Michigan with a focus on
the multi-family apartment sector. Mr. Griggs specializes in assessing the
market value of investments and government relations for SG Capital.
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 hereunder duly authorized.
SGREP INC.
Date: April 23, 2014 Joshua J. Griggs
President
