AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): July 22, 2020
name of registrant as specified in its charter)
or other jurisdiction of
Eddy Street, B
of principal executive offices)
telephone number, including area code)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of each Class
of each exchange on which registered|
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).
growth company [_]
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. [_]
5.01 Changes in Control of Registrant
May 31, 2020 (the “Closing Date”), Top Knot, Inc. USA (“TKIU”) obtained control of the Company from its
previous CEO and Director, Oriel Rechtman (“Rechtman”), pursuant to a Conditional Stock Purchase Agreement, dated
as of May 31, 2020 (the “SPA”), by and among TKIU and Rechtman. On the Closing Date, Rechtman caused TKIU to obtain
control of the Company through the election of two new Directors to the Board of the Company (the “Transaction”).
Following the Transaction, on July 7, 2020, TKIU assigned the SPA to Stonecrest Acquisitions, LLC, a Delaware limited liability
connection with the Transaction, and in reference to the October 14, 2016 agreement by and between the Company and Rechtman, and
that certain Share Exchange Agreement whereby Rechtman exchanged shares of entities controlled by Rechtman, including, but not
limited to; California Recycles, Inc., Landmark PLG, LLC (dba 4Service Cloud), Riteman, Inc. (dba ITatOnce, dba Evolve Partners)
(collectively, the “Rechtman Entities”), for nominal control of the Company (the “Rechtman Consideration”),
and Rechtman also funded $231,000 to the Company and its subsidiaries (the “COHO Debt”), on June 23, 2020 Rechtman
and the Company further entered into a share exchange agreement (the “Rechtman Exchange”) whereby as conditions precedent
the Company and Rechtman entered into a Debt Settlement Agreement and Termination And Release Agreement cancelling the COHO Debt
and removing any liabilities the Company may have in connection to the Rechtman Entities and returned 100% control in the Rechtman
Entities to Rechtman.
the Closing Date, and as a consequence of the Transaction, a change of control of the Company occurred. As a result of the Transaction,
Stonecrest now controls the Company through the Board of Directors.
July 8, 2020, the Company filed Form 8-K disclosing a Change of Control and Departure of Directors of Certain Officers, Election
of Directors, Appointment of Certain Officers.
commencing on July 8, 2020, the Securities and Exchange Commission (SEC) suspended trading of the Company’s securities until
July 21, 2020 (“Trade Suspension”). The specific reason the Trade Suspension occurred was due to prior management
of the Company having incorrectly filed Form 15 and failing to properly revoke the Reg A offering.
a result of the Trade Suspension , Stonecrest has deemed it necessary to cancel the SPA with Rechtman. As such, the Stonecrest
designees shall resign from the Board of Directors and their positions as Officers of the Company. On July 21, 2020, Stonecrest
and Rechtman executed a Termination & Release Agreement cancelling the SPA.
a consequence of the cancellation of the SPA and the reappointment of Rechtman to the Board of Directors of the Company, a change
of control of the Company occurred. As a result, Rechtman now controls the Company through the Board of Directors.
5.02 Departure of Directors of Certain Officers, Election of Directors, Appointment of Certain Officers;
June 23, 2020, the Board of Directors of the Company accepted the resignation of Oriel Rechtman from the position of Director,
CEO and Secretary.
June 23, 2020, the Board of Directors of the Company unanimously elected Craig G. Delasin as Director to the Company and appointed
Mr. Delasin to the office of President and Chief Executive Officer of the Company.
June 23, 2020, the Board of Directors of the Company unanimously elected John D. Murphy Jr. as Director to the Company and appointed
Mr. Murphy to the office of Vice-President and Treasurer of the Company.
June 23, 2020, the Board of Directors of the Company unanimously appointed Paul L. Strickland to the office of Secretary of the
July 21, 2020, the Board of Directors of the Company accepted the resignation of Craig G Delasin from the position of Director,
President, and CEO.
July 21, 2020, the Board of Directors of the Company accepted the resignation of John D. Murphy Jr. from the position of Director,
Vice-President and Treasurer.
July 21, 2020, the Board of Directors of the Company accepted the resignation of Paul L. Strickland from the position of Secretary.
July 21, 2020, the Board of Directors of the Company unanimously elected Oriel Rechtman as Director to the Company and appointed
Mr. Rechtman to the office of President of the Company.
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.
July 22, 2020
||/s/ Craig Delasin