UNITED STATES

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

 

Date of Report (Date of earliest event reported): March 24, 2020

 

PLAYBOX(US), INC.

(Exact name of registrant as specified in its charter)

 

Wyoming		000-52753		n/a
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

4200 Morris Drive, Burlington, L7L5L6 Canada

_________________________________________

 

(address of principal executive offices) (zip code)  

 

(888) 993-0989

_________________________________________

 

 

(registrant’s telephone number, including area code)

 

_________________________________________

 

(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 (see General Instruction A.2. below):

 

☐	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: None

 

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

 

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 

 

As of March 16, 2020, a Share Exchange Agreement was executed by Hydro Power Technologies, Inc. and Mountain Share Transfer, LLC. As Trustee, which provided for the Trustee to exchange 100% of the shares of Hydro Power Technologies, Inc. for shares of Playbox(US), Inc. The Company, Playbox (US), Inc., obtained One Hundred Percent (100%) control of the assets, contracts, including but not limited to intellectual property, and the ongoing management of the business of Hydro Power Technologies, Inc. under Playbox(US), Inc.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On February 4, 2020, a Shareholder Meeting was held pursuant to a Shareholder Proxy for Special Meeting of the Shareholders which was mailed on January 13, 2020.

 

There were no shareholders present at the teleconference meeting. Mountain Share Transfer, LLC, the Transfer Agent and Meeting Host, received proxy votes from 15 shareholders where the majority of the shareholders voted and approved the ratification of the following Officers and Directors:

 

Michael Shamber, President/Director

Calvin Lucyshyn, CFO,

Darren Timmer, Secretary, Treasurer,

Marlene Schluter, VP, Bus. Affairs, Manager, Corporate Governance,

John Versfelt, Director of the Company

 

The biographical information for the new Officers and Directors is as follows:

 

Michael Shamber - President/Director

 

Michael joined Hydro Power Technologies, Inc in August 2013 as President. Michael's previous roles included Vice President of Acquisitions at International Properties Group Ltd. a publicly held real estate corporation. Michael was a key facilitator of large and complex commercial real estate transactions and successfully transitioned into the role of Vice President at Mortgage Alliance Canada. Over the last 14 years, Michael was responsible for key account relationships for both public and private sector clients. Currently Michael is overseeing the transition of the company to a publicly traded entity. Michael will manage all vendor financial plans and prepare budgets, tax structures and strategies as required.

 

Calvin Lucyshyn - CFO

 

Mr. Lucyshyn is a Director and CFO of Credent. Mr. Lucyshyn, a chartered accountant since 1993, has held financial control and reporting positions in the drilling industry for over eighteen years. From 1994-2005 he was the Controller for Westbay SonshipYacht Builders Ltd., a semi-custom builder of fiberglass motor yachts. From 1998 to 2003 he was the Financial Controller at The Crossing Company Inc., a civil engineering horizontal drilling company operating in Canada and the USA. He is currently the CFO/Controller of Cabo Drilling Corp., a drilling service contractor for the mineral exploration industry, with locations throughout Canada, Central and South America, and Western Europe, a position he has held since 2005, and the CFO for IMMC, a position he has held since 2006. Mr. Lucyshyn was the Director and CFO of Fortify Resources Inc. from July 2015 to November 2016. Mr. Lucyshyn was the CFO of Cabre Capital Corp. from March 2010 to June, 2011. Mr. Lucyshyn earned a Bachelor of Commerce degree from the University of Saskatchewan in 1990. Mr. Lucyshyn will devote such time and expertise as is reasonably required by the Resulting Issuer.

 

Darren Timmer - Secretary, Treasurer

 

Mr. Timmer is Corporate Secretary of Credent. Mr. Timmer has 13 years of regulatory and policy experience. He has worked for Cabo Drilling since 2005, and is currently Corporate Secretary, a position he has held since 2011. Mr. Timmer is also Corporate Secretary for IMMC and Fortify Resources. Mr. Timmer was the President of Coquitlam Search and Rescue Society, from 2014

 

to 2016 and a Board Member from 20018 to 2018. Mr. Timmer earned a Bachelor of Science (Honors) in Geography from the University of Victoria in 2001 and a Master of Arts in Geography from the University of Guelph in 2004. Mr. Timmer will devote such time and expertise as is reasonably required by the Resulting Issuer.

 

Marlene Schluter VP, Bus. Affairs, Manager, Corporate Governance

 

Vice President, Corporate Governance On board of Hydro Power Technologies, Inc in June 2014 as Vice President of Corporate Governance Marlene is currently responsible for all compliance, corporate resources, regulatory requirements while working in partnership with the Board to ensure corporate mission statement, strategic initiatives and social responsibility. As one of a few female senior executives in the hydropower generation industry; Marlene brings more than 25+ years of global experience working with SME's, public corporations, merchant banks, social enterprises, NGO's and regulatory agencies. Prior to joining Hydro Power Technologies, Inc. (HPT), Marlene co-developed and led three start-up businesses in mining, technology and M/A sectors where she held senior roles with corporate finance, regulatory compliance, capital raise transactions and corporate resources . Marlene maintains professional association with Women's Executive Network WXN, Vancouver Board of Trade, 100 Women Who Care and Variety Children's Charity and retains licenses with the Canadian Securities Institute Series 7/63 ( NASD)- US securities broker, and alumni of Ivey Executive Leadership Program form Western University. Marlene holds a Bachelor of Education (Economics) from Simon Fraser University and an MBA from University of British Columbia in International Business. Serves on several boards of public and private companies, acts as an advisor and held senior leadership roles as COO, CFO and VP.

 

John Versfelt - Director

 

Mr. Versfelt is a Director, President and CEO of Credent; and a Director, Chairman, President and CEO of Cabo Drilling Corp., a Canadian drilling services company. He has been an officer of Cabo Drilling Corp. since 1992. He is a Director, President and CEO of International Millennium Mining Corp. (“IMMC”), a mineral exploration company and has been an officer of it since 1992. Both of these companies are British Columbia/Alberta reporting issuers trading on the TSX-Venture Exchange.

 

Mr. Versfelt is also currently a Director of Fortify Resources Inc., a reporting issuer in British Columbia, Alberta and Ontario, listed on the Canadian Securities Exchange. Mr. Versfelt was a director of Cabre Capital Corp., Avian Capital Inc., and Open EC Technologies Inc., and is currently the President of American Resource Management Consultants Inc., a private company that has provided management consulting, accounting, administration and paralegal/regulatory services to numerous private and public companies since 1982.

 

Mr. Versfelt earned a Bachelor of Arts (Commerce) from Simon Fraser University in 1976.

 

Item 8.01 Other Events 

 

As of March 6, 2020, the Company has retained Matthew McMurdo, Esquire, New York, New York, as SEC Compliance Counsel. Mr. McMurdo\s offices has agreed to provide Legal Representation to OTC Markets and provide the Company with ongoing SEC Compliance.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

Exhibit Number		Description
10.1		Share Exchange Agreement Effective December 31, 2019 with Hydro Power Technologies, Inc. financial statements
99.1		Affidavit of Shareholder Meeting February 4, 2020

 

 

 

 

 

 

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.

 

Date: March 26, 2020	Playbox(US), Inc.
	By:	/s/ Michael Shamber
		Name:  Michael Shamber
		Title: President