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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/21 RCMW Group, Inc. 8-K/A:1,3,5 7/08/20 1:103K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 50K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 8, 2020
RCMW GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-56135
| Wyoming | 94-0490694 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation) | Identification No.) |
| 2232 Dell Range Blvd Ste 245, Cheyenne, WY | 82009 | |
| (Address of principal executive offices) | (Zip Code) |
(844) 897-3387
(Registrant’s telephone number, including area code)
Not Applicable
(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:
| ☐ | 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:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Shares, Par Value $0.00001 | RCMW | OTC Markets |
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. ☐
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Explanatory Note
This Amendment No. 1 on Form 8-K/A amends RCMW Group, Inc. (“the Company’) Current Report on Form 8-K, which the Company originally filed with the U. S. Securities and Exchange Commission on July 8, 2020. The Company is filing this Amendment to amend the correct number of unregistered common restricted shares that were issued due to a clerical error as part of an Asset/Share Exchange Agreement and to disclose this was a related party transaction. See Item 8.01, entitled “Other Events” for a more detailed explanation.
With the exception for the classification as non-operating assets, which are now classified as assets, updating the bio for the President of the Company and additional information as disclosed in Item 8.01, this Form 8-K/A does not modify nor update disclosures in the original Form 8-K. Information not affected by this Form 8-K/A remains unchanged and reflects the disclosures made at the time the original Form 8-K was filed. For ease of reference, the entire original Form 8-K is included with this Amendment. All share numbers in this Form 8-K/A have been adjusted to reflect a 1:4500 reverse stock split that took effect on February 24, 2021.
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| Item 1.01 | Entry Into a Material Definitive Agreement |
Asset/Share Exchange Agreement
Hemp Technology, a Wyoming corporation (the “Registrant” or “the Company”) and its wholly owned subsidiary 4033002, a newly formed Wyoming Corporation entered into a Asset/Share Exchange Agreement and corresponding Bulk Asset Sale Agreement with Cannary Packaging, Inc., (“Cannary”), a private British Columbia company (see Exhibit 10.7).
Under the terms of the Asset/Share Exchange Agreement, Cannary agreed to exchange its assets to 4033002, the Registrant’s subsidiary. The assets were valued at approximately $2,200,000 and were exchanged for 4,856,202 of the Registrant’s unregistered restricted common shares (the “Issued Shares”) of newly-issued common stock to existing shareholders of Cannary based on the pro-rata ownership in Cannary. Following the acquisition, the Company will have 9,784,274 common shares issued and outstanding. The Company has 50,000,000,000 authorized shares.
The purpose of acquiring these Assets is twofold: 1) 4033002 becomes the operating asset acquisition subsidiary for the Registrant; and 2) the acquisition of these assets helps qualify Registrant for a NASDAQ listing. A NASDAQ listing requires shareholders equity of at least $2,000,000.
| Item 3.02 | Unregistered Sales of Equity Securities |
Issuance of 4,856,202 unregistered restricted shares
On July 8, 2020, the Effective Time of the Asset/Share Exchange Agreement, the Registrant, on behalf of its subsidiary 4033002 issued 4,856,202 unregistered restricted common shares, representing approximately 49% of the total issued and outstanding common shares to the shareholders of Cannary in order to satisfy the terms of an Asset/Share Exchange Agreement. The unregistered restricted shares were issued to the former shareholders of Cannary.
The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale.
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The shareholders of Cannary held a special shareholder meeting, where they were given an opportunity to vote on the exchange of the assets of Cannary for restricted shares in the Registrant. The management of the Registrant, who was also management of the Company, was available to answer shareholder questions. The Company did not engage in any form of general solicitation or general advertising in connection with this transaction. The Cannary shareholders were provided access to all material information and were afforded access to our management in connection with this transaction. These shareholders acquired these securities for investment purposes and not with a view toward distribution, acknowledging such intent to us. They understood the ramifications of their actions. The shares of common stock issued contained a legend restricting transferability absent registration or applicable exemption.
The Cannary shareholders received their shares in the Registrant based on their pro-rata ownership in Cannary.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On July 8, 2020, the Board of Directors, in accordance with the terms of the Asset/Share Exchange Agreement, the Company appointed two new directors. Prior to this appointment, the Board consisted of one member. The By-laws of the Company state, “The authorized number of directors shall be not less than one nor more than nine.”
The new Board Members include: Mr. Chad Costa, who is currently the President of the Registrant; and Walter Schredl, who is currently Chief Financial Officer of the Company. The new directors will serve on the Board of Directors until such time as their successors shall be elected and shall qualify or until the earlier of their death, resignation or removal in the manner provided for in the By-laws of the Company.
The new Board Members were appointed to the Board based on the terms of the Asset/Share Exchange Agreement and the By-laws that state a Director can be added by a resolution adopted by its directors.
No agreements exist among present or former controlling stockholders or directors of the Registrant with respect to the election of the members of the board of directors, and to the Registrant’s knowledge, no other agreements exist which might result in a change of control of the Registrant.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company’s director and executive officer are as follows:
| Name | Position | Age | Date First Appointed Director | |||
| Michael Shenher | Chairman, Chief Executive Officer and Director | 55 | February 14, 2006 | |||
| Chad Costa | Director and President | 36 | July 7, 2020 | |||
| Walter Schredl | Director and Chief Financial Officer | 52 | July 7, 2020 |
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director and executive officer, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Michael Shenher – Chairman, Chief Executive Officer, and Current Director
Mr. Shenher has been our Chief Executive Officer since February 14, 2006 and was our President from February 14, 2006 until March 1, 2019. Since 2006, Mr. Shenher has also been the President and Chief Executive Officer of General BioEnergy Inc., a company he founded. General BioEnergy Inc. was originally an alternative energy company and evolved into a bio oil refinery enterprise specializing in petroleum and protein-based product supplements and replacements such as General BioEnergy Inc.’s ‘MOPO’ brands of environmentally friendly high-performance lubricants. Mr. Shenher’s employment background also includes: Chief of Staff to a Canadian Federal Member of Parliament from 2004 to 2007; General Manager of Shenher Insurance and Financial Services from 1997 to 2006; and Regional Manager of Equifax Canada Inc. from 1992 to 1997. Mr. Shenher is also founder and Vice President of Shenher Real Estate and Mortgage Ltd. Mr. Shenher has participated on Saskatchewan’s roundtable contributing to the Canada West Foundation’s position paper entitled ‘Canada’s Power Play: The Case for a Canadian Energy Strategy for a Carbon-Constrained World’ and Mr. Shenher is a former member of the ‘Biofuels and Bioproducts Sector Team’ of Enterprise Saskatchewan which reports directly to the Saskatchewan Minister of Enterprise on alternative energy policy matters. Mr. Shenher is a 2005 recipient of the Saskatchewan Centennial Medal of Honour and is a former board member of City of Regina Parks and Recreation Advisory Board; the Better Business Bureau; and numerous other community, charity, sports and business advocacy boards.
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Chad Costa – President and New Director
Mr. Costa brings to the Company, business experience in managing corporate teams, developing business strategies, risk management and start-up business experience. Mr. Costa is a serial entrepreneur in multiple industries. Mr. Costa founded Pettanicals Pet Treats Inc., in 2016. Pettanicals produces high quality pet health supplement products derived from hemp oil combined with 100% natural ingredients. Mr. Costa is a co-founder of Cannary Packaging Inc., which was established in 2018. Cannary Packaging is a wholesale provider of packaging supplies, branding and marketing. From 2013 to 2017, Mr. Costa coached, specialized and ran his on-ice hockey training program in Kelowna, British Columbia, Canada.
Mr. Costa is qualified to serve on our board of directors because of his extensive business experience derived from past and current occupation(s).
Walter Schredl, Chief Financial Officer and New Director
Mr. Walter Schredl, as Chief Financial Officer brings to the Company three decades of diverse and progressive experience in finance, operational management, senior level business process analytics, and change management. His work experience includes extensive work overseas functioning within and leading large-volume work environments, while achieving high levels of stakeholder satisfaction. Prior to his role as CFO for Hemp Technologies, Mr. Schredl worked for:
| ● | Cannary Packaging Inc., Kelowna, BC, Canada, President & CFO (2019 – present) |
| ● | Self Employed Business Consultant, Kelowna, BC, Canada/Malta/USA/Cayman, President (2016 - 2019) |
| ● | Maritime Operations Inc, Kelowna, BC, Canada/Valletta, Malta, CEO (2016 – present) |
| ● | Maritime Training & Certification International, Grand Cayman, Cayman Islands, Managing Director (2016 – present) |
| ● | International Yacht Training Worldwide Inc., Kelowna, BC, Canada/Ft. Lauderdale, FL, Director of Training & Operations (2010-2016) |
Education: Master’s Degree in Business Administration (MBA) Finance accredited by the Canadian Institute of Management. Graduate Degree from the Australian Institute of Business.
Mr. Schredl is qualified to serve on our board of directors because of his extensive business experience derived from past and current occupation(s).
Compensation of Directors
No director receives any fee, salary or commission for service as a director at this time. Until such time as the Company can generate sufficient revenues, no such arrangement is contemplated.
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Beneficial Stock Ownership of Directors/Officers
The following table sets forth, as of July 8, 2020, contains certain information with respect to the beneficial ownership of our common stock by each of our directors and our executive officers and directors as a group following the Asset/Share Exchange Agreement:
| Name of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership(1) | Percentage of Class(1)(2) | |||||||
| Michael
Shenher P.O. Box 991007 Louisville, KY 40269 | Common Stock | 1,904,519 | (3) | 19.5 | % | |||||
| Chad
Costa P.O. Box 991007 Louisville, KY 40269 | Common Stock | 2,662,296 | (4) | 27.2 | % | |||||
| Walter
Schredl P.O. Box 991007 Louisville, KY 40269 | Common Stock | 957,199 | 9.8 | % | ||||||
| All executive officers and directors as a group (3 persons) | Common Stock | 5,524,014 | 56.5 | % | ||||||
Notes
(1) Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(2) Percentage of ownership is based on 9,784,274 shares of our common stock issued and outstanding as of July 8, 2020.
(3) Includes 115 shares of our common stock held by family members.
(4) Includes 209,003 shares of our common stock held by family members.
| Item 8.01 – | Other Events |
Share corrections
In reviewing the number of shares issued to complete the Bulk Asset Sale Agreement with Cannary Packaging, Inc., the Company recently recognized a clerical error. Cannary Packaging at the time of transfer of the assets had both Series A and Series B common shares. The Series A and Series B shares were converted so that the Cannary shareholders would receive the pro-rata ownership in the transaction. Upon conversion of the Series A shares, a clerical error was made, whereby an additional 112,675 restricted common shares were issued.
Additionally, in the conversion calculations, Chad Costa, President was issued 355,557, restricted common shares, when his pro-rata ownership should have been 337,778 restricted common shares.
These clerical errors were disclosed in filing a Form 8-K on December 16, 2020 and an amended Form 8-K/A on February 4, 2021, whereby a total of 112,675 restricted common shares were issued to reflect these adjustments. This clerical error resulted in another clerical error, whereby the 112,675 restricted common shares resulted in exceeding the 49% threshold of shares issued for the purchase of the Cannary assets. The Board of Directors only approved that purchase of Cannary Packaging provided it did not exceed 49% in order to keep this transaction a Bulk Asset Purchase rather than a change of control.
Certain Relationships and Related Transaction
The Registrant entered into an Asset/Share Exchange Agreement with Cannary Packaging, Inc. a private British Columbia, Canadian company. Under the terms of the Exchange Agreement, Cannary agreed to exchange bulk assets for 4,856,202 unregistered restricted common shares of the Registrant, which represented approximately 49% ownership of the Registrant. The officers and largest shareholder (NAM Holdings) of the Registrant Company, were the control people and largest owners of Cannary Packaging. They received unregistered restricted common shares of the Registrant based on the pro-rata ownership of Cannary Packaging.
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Cancellation of Shares
On October 29, 2021, the Company’s Board of Directors unanimously approved the cancellation of 112,673 common shares held by the officers and the 5%+ shareholder of the Company, to be returned to the corporate treasury. This included: Michael Shenher, CEO to cancel 23,724 shares; Chad Costa, President to cancel 41,501 shares (adjusted for the clerical error); Walter Schredl to cancel 23,724 shares; and NAM Holdings, Inc. to cancel 23,724 shares. The shares being cancelled will correct the clerical error, noted above. These shares are being returned to the Company’s authorized transfer agent for cancellation.
Summary of above transactions
| Initial shares issued to Cannary shareholders | July 8, 2020 | 4,856,202 | ||||
| Subsequent share corrections | ||||||
| Shares issued/cancelled due to clerical errors | ||||||
| December 16, 2020 | 106,452 | |||||
| February 4, 2021 | 6,223 | |||||
| October 29, 2021 | (17,778 | ) | ||||
| Shares cancelled by officers | October 29, 2021 | (71,172 | ) | |||
| Shares cancelled by 5%+ shareholder | October 29, 2021 | (23,724 | ) | |||
| Total shares issued to Cannary shareholders | 4,856,203 | |||||
| Total shares issued at time of acquisition, adjusted for above corrections | 9,784,275 |
| Item 9.01 – | Financial Statements, Pro Forma Financial Information and Exhibits. |
(d) Exhibits:
| Incorporated by reference | ||||||||||||
| Exhibit | Exhibit Description | Filed herewith | Form | Period Ending | Exhibit | Filing Date | ||||||
| 10.7 | Asset/Share Exchange Agreement, among Hemp Technology, its subsidiary 4033002, and Cannary Packaging, Inc. | 8-K | 10.7 | 7/10/2020 | ||||||||
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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.
RCMW Group, Inc. Registrant | |
| Date: November 3, 2021 | /s/ Michael Shenher |
| Michael Shenher | |
| Chief Executive Officer |
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/3/21 | |||
| 10/29/21 | 8-K | |||
| 2/24/21 | ||||
| 2/4/21 | 8-K/A | |||
| 12/16/20 | 8-K, 8-K/A | |||
| For Period end: | 7/8/20 | 8-K | ||
| 7/7/20 | ||||
| 3/1/19 | ||||
| 2/14/06 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/10/20 RCMW Group, Inc. 8-K:1,3,5,9 7/08/20 2:248K M2 Compliance LLC/FA |