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
June 17, 2014
Date of Report
(Date of Earliest Event Reported)
AQUARIUS AGRICULTURE INC.
(Exact Name of Registrant as Specified in its Charter)
STORM RUN ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55056 46-3601156
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2549 Cowley
Lafayette, Colorado 80026
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
310-869-9906
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On June 18, 2014, Aquarius Agriculture Inc. (formerly Storm Run
Acquisition Corporation) (the "Registrant" or the "Company") issued
1,000,000 shares of its common stock pursuant to Section 4(2) of the
Securities Act of 1933 at par representing 66.7% of the total
outstanding 1,500,000 shares of common stock as follows:
500,000 Donald V. Grede
500,000 Michael Davis Lawyer
With the issuance of the 1,000,000 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 June 17, 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 own and market consistent, reliable and
recognizable cannabis brands. The Company anticipates with the expanding
use of medical marijuana and increasing state legalization of recreational
marijuana, the public buying habits will switch from the purchase of
indistinguishable commodity products to one of brands, similar to the alcohol,
tobacco and pharmaceutical industries. The Company believes that consumers
value brand recognition and product consistency in quality, price and
availability whether it be budget products or premium products. The Company
believes that the industry is still"grower's basement" focused and has not
yet developed with standard recognizable and consistent brands. The Company
does not intend to produce, distribute or transport marijuana but to own and
market reliable, recognizable and consistent premium and budget marijuana
brands.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On June 17, 2014, James M. Cassidy resigned as the Registrant's
president, secretary and director.
On June 17, 2014, James McKillop resigned as the Registrant's vice
president and director.
On June 17, 2014, and Michael Davis Lawyer and Donald V. Grede were
named as directors of the Registrant and Mr. Lawyer was appointed its
President and Secretary and Mr. Grede was appointed its Vice President.
Michael Davis Lawyer serves as the President and Secretary of the
Registrant. Since November, 2011, Mr. Lawyer has served as Managing Member
of Aquarius Holdings LLC, Lafayette, Colorado, a company he founded which
has developed branding models to consolidate the marijuana industry. In
2010, he founded the Aquarius Medical Cannabis Collective, Clear Lake,
California, and Aquarius Cannabis Company, Los Angeles, to develop wholesale
relationships with California growers and dispensaries and to develop a
cannabis commodity exchange for wholesale transactions. Mr. Lawyer
received a Bachelor of Arts in Political Science, Marketing in 2010
from the University of Southern California.
Donald V. Grede serves as the Vice President of the Registrant. From 2006
to 2012, Mr. Grede was co-founder and partner in The Aspen Alliance, LLC,
Lafayette, Colorado, a consulting firm working with early-stage businesses
to create strategies, build business value and attract investment capital.
He advised both foreign and domestic clients regarding mergers and acquisitions
strategy, business re-capitalization, post-transaction integration and other
business transactions and strategies. In 2012, Mr. Grede also served as
General Manager of Portable Air of Colorado, a start-up company. Mr. Grede
was responsible for the day-to-day operations and built a distribution
network of sales personnel to work with HVAC companies, hospitals, government
facilities and large commercial buildings meeting their temporary heating
and cooling needs through the rental and sale of specialty equipment.
Mr. Grede received a MS/MBA in Finance, Marketing New Technologies
from the M.I.T. Sloan School of Business and a B.A. in Corporate
Finance/History from the University of Wisconsin. Mr. Grede is
Certified in Financial Modeling, Supply Chain Management from the
M.I.T. Sloan School of Business and is a Certified Public Accountant
(currently inactive).
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.
AQUARIUS AGRICULTURE INC.
Date: June 18, 2014 Michael Davis Lawyer
President
