Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2022, Forza Innovations Inc. (the "Company") entered into a Share
Exchange Agreement (the "Agreement") with Sustainable Origins Inc.
("Sustainable"), whereby the Company acquired 100% of the shares of Sustainable
in exchange for 600,000 shares of the Company, a cash payment of $17,000 and the
payment of certain initial expenses, thereby making Sustainable a wholly-owned
subsidiary of the Company. Sustainable is in the business of used cooking oil
recycling and has recently entered into an asset purchase agreement with Oil
Industries, Inc. of North Carolina to acquire certain assets related to the used
cooking oil business.
The two former sole shareholders, who were the sole officers and directors of
Sustainable, will stay on to lead Sustainable. Alexander Mackenzie Stone will be
Sustainable's President and Aloysius Keith Callaghan will be Sustainable's Chief
Executive Officer. Johnny Forzani, our President, has been elected a director of
Sustainable along with Mr. Callaghan.
Alexander Mackenzie Stone completed his Bachelor of Business in Supply Chain
from Mt. Royal in Calgary, Alberta in 2015. In 2017, Mr. Stone worked as a
Supply Chain Analyst at Gordon Food. From 2018 to 2020, he worked as a Supply
Chain Analyst at Tenaris Global Solutions. At Tenaris, Mr. Stone managed a high
quantity of high value items such as oil & gas piping across several countries
and coordinated with the international teams and facilities to produce, ship and
receive them at both Tenaris and customer yards. He also helped manage the
development of a new software system to track day to day orders/shipments,
managed the closure of a yard, and oversaw the reapplication of old materials in
the Mexican plant. From 2020, Mr. Stone has been President of Sustainable.
Aloysius Keith Callaghan studied business administration from 2011 to 2016 at
the UBC Okanagan. From 2018 to 2019, Mr. Callaghan played professional
basketball in China and worked in new business development for Eb2 Global in
Shenzhen, China. Mr. Callaghan's introduction to the biofuel realm came from
2019 to 2020 with Canada Biodiesel, a private company for which he was a part
owner. He was able to individually operate, service and do quality control on a
batch system biodiesel process. This process included dewatering, pre-refining,
injecting chemical formulas into waste oils, and filtering them through a cold
clear filtration system which converted the oil into certified ASTM 6751 level
biodiesel (low carbon fuel). Mr. Callaghan as able, at a small scale, master the
transesterification chemistry necessary to transform different waste and
vegetable oils into EPA approved level fuel. He attained the Bio-based diesel
Validation certification in Alberta. Since 2020, Mr. Callaghan has worked as
Chief Executive Officer of Sustainable.
The shares issued to Mr. Stone and Mr. Callaghan were issued in reliance upon
the exemptions from the registration requirements of the Securities Act of 1933,
as amended, afforded the Company under Regulation S as the securities were
issued in an "offshore transaction", as defined in Rule 902(h) of Regulation and
the Company did not engage in any directed selling efforts, as defined in
Regulation S, in the United States in connection with the sale of the
securities. Mr. Stone and Mr. Callaghan are each not a U.S. person, as defined
in Regulation S, and are not acquiring the securities for the account or benefit
of a U.S. person.
Alexander Mackenzie Stone and Mr. Aloysius Keith Callaghan will serve as
Sustainable's officer and director until their duly elected successor is
appointed or they resign. There are no arrangements or understandings between
Mr. Alexander Mackenzie Stone and Mr. Aloysius Keith Callaghan and any other
person pursuant to which they were selected as an officer and director. There
are no family relationship between Alexander Mackenzie Stone, Aloysius Keith
Callaghan and any of our other officers or directors. Alexander Mackenzie Stone
and Mr. Aloysius Keith Callaghan have not held any other directorships in a
company with a class of securities registered pursuant to section 12 of the
Exchange Act or subject to the requirements of section 15(d) of such Act or any
company registered as an investment company under the Investment Company Act of
1940.
Item 3.02 Unregistered Sales of Equity Securities
The disclosure under Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 3.02 by reference.
Item 7.01 Regulation FD Disclosure
The information in this report shall not be treated as filed for purposes of the
Securities Exchange Act of 1934, as amended.
Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press
release of Forza Innovations Inc. (the "Company") titled "Forza Innovations Inc.
Acquisition of Sustainable Origins".
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description of Exhibit
99.1 Forza Innovations Inc. Press Release dated March 3, 2022
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