Item 1.01 Entry into a Material Definitive Agreement.
On
The above description of the Merger Agreement is intended as a summary only, which is qualified in its entirety by the terms and conditions set forth therein, a copy of this Agreement is filed as an exhibit to this Current Report.
Item 2.01 Completion of Acquisition of Disposition of Assets
The information set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated herein by this reference. The Purchase Agreement was accounted
for as a recapitalization wherein
2 FORM 10 DISCLOSURE
As disclosed elsewhere in this report, we acquired 100% of the assets and liabilities of Stemtech Corporation Item 2.01(f) of Form 8-K states that if the registrant was a shell company, as we were immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10.
Accordingly, we are providing the following information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the post Merger Purchase Agreement entity, except that information relating to periods prior to the date of the transaction relates to the pre-transaction company, unless otherwise specifically indicated.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE
There have been no disagreements on accounting and financial disclosures from
the inception of our company through
Item 2.01(f) of Form 8-K states that if the registrant was a shell company like we were immediately before the transaction disclosed under Item 2.01, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. The foregoing Items enumerated 1 through 14 are intended to satisfy and relate such information required by Item 2.01(f) for Form 8-K. The following enumerated Items relate to this current report on Form 8-K.
ITEM 5.01. Changes in Control of Registrant
On DATE (the "Closing Date"),
As part of the merger the following changes to the Company's directors and officers have occurred:
?Kirk R. Reed resigned as the sole member of the Company's Board of Directors and as the Company's President, Chief Executive Officer, Secretary, Treasurer, Principal Financial and Accounting Officer effectiveAugust 19th, 2021 . ? As ofAugust 19th, 2021 ,Charles S. Arnold was appointed as the Company's Director and Chief Executive Officer. ? As ofAugust 19th, 2021 ,John W. Meyer was appointed as the Company's Chief Operating Officer. ? As ofAugust 19th, 2021 ,James S. Cardwell was appointed as the Company's Chief Financial Officer. 30
ITEM 5.02 Departure of Principal Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Chief Executive Officer, Director Mr.
Over the years,
Chief Operating Officer -
With over 40 years' business experience in logistics and management of projects,
supply chain and staff,
Chief Financial Officer -
31
Item 5.03 Amendment To Articles Of Incorporation Or Bylaws; Change In Fiscal Year
Due to the Merger Agreement with
Item 5.06 Change in Shell Company Status
As a result of the consummation of the Merger and Acquisition Agreement, the registrant is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a), the following are filed as exhibits to the Current Report on Form 8-K:
(a) Financial Statements of Business Acquired.
The audited financial statements of
The unaudited financial statements of
(b) Pro Forma Financial Information.
Unaudited pro forma condensed combined financial information as of
(c) Shell Company Transactions.
Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.
32 (d) Exhibits. Exhibit Number Description Filed 3.1 Articles of Incorporation, filed as an exhibit to Globe Filed. Net's registration statement on Form S-1 on February 11, 2011, and incorporated herein by reference 3.2 Articles of Amendment to Articles of Incorporation Filed herewith. 3.3 Bylaws filed as an exhibit to Globe Net's registration Filed. statement on Form S-1 on February 11, 2011, and incorporated herein by reference 10.1 Merger Agreement by and between the Company and Stemtech Filed Corporation herewith. 23.2 Consent of Turner, Stone & Company LLP Filed herewith. 99.1 Audited consolidated financial statements of Globe Net Filed. Wireless Corp. for the fiscal years ended August 31, 2020 and 2019 including the report of K. R. Margetson Ltd. on such audited financial statements, filed with the Securities and Exchange Commission on December 14, 2020, and incorporated herein by referance 99.2 Audited consolidated financial statements of Stemtech Filed Corporation for the years ended December 31, 2020 and 2019 herewith. including the report of Turner, Stone & Company LLP on such audited financial statements. 99.3 Unaudited consolidated financial statements of Stemtech Filed Corporation for the years ended June 30, 2021 and 2020. herewith. 99.4 Unaudited pro forma condensed combined financial Filed information as of December 31, 2020 and for the six months herewith. ended June 30, 2021 1 Shareholders Resolution of new CFO Filed herewith 2 Shareholders Resolution of new Directors Filed herewith 31.1 Certification by the Principal Executive Officer of Filed Registrant pursuant to Section 302 of the Sarbanes-Oxley herewith Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). 31.2 Certification by the Principal Financial Officer of Filed Registrant pursuant to Section 302 of the Sarbanes-Oxley herewith Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). 32.1 Certification by the Principal Executive Officer Filed pursuant to 18 U.S.C. 1350 as adopted pursuant to Section herewith 906 of the Sarbanes-Oxley Act of 2002 . 32.2 Certification by the Principal Financial Officer Filed pursuant to 18 U.S.C. 1350 as adopted pursuant to Section herewith 906 of the Sarbanes-Oxley Act of 2002. 3 Resignation of Kirk Reed as Director Filed herewith 33
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