Amended Current Report Filing (8-k/a)
20 Fevereiro 2019 - 2:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December
4, 2018
SEGUIN
NATURAL HAIR PRODUCTS INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-205822
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35-7654530
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State or other jurisdiction incorporation
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Commission File Number
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IRS Employer
Identification No.
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65 Hillview Street, Hamilton, Ontario,
Canada L8S 2Z3
(
Address of
principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702)738-2051
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(Former name or former address, if changed since last report)
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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))
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.
Emerging Growth Company ☐
Explanatory Note: This amended Report is filed to correct the
previously incorrect designation of current Item 3.02-
Unregistered Sale of Equity Securities
as Item 3.01-
Notice of Delisting
or failure to Satisfy a Continued Listing Rule or Standard: Transfer of Listing
in the Report filed on December 7, 2018.
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Section 3-
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Securities and Trading Markets
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Item 3.02
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Unregistered Sales of Equity Securities
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Effective December
4, 2018, the Company issued 8,753,506 shares of its common stock
(“Shares”)
upon the exercise of conversion
rights under outstanding convertible promissory notes
(“Notes”
). The conversion price for the shares was $0.00927per
share and the aggregate principal amount converted under the Notes was $81,145.00. As a result of the conversion, the Notes were
paid in full and are no longer outstanding obligations of the Company.
The Shares were issued
in compliance with the exemptions from the registration requirements of the Securities Act of 1933, as amended, provided by Section
4(a)(2) and Regulation S for transactions not involving a public offering and for offers and sales outside the United States.
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Section 5-
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Corporate Governance and Management
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Item 5.01
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Changes in Control of Registrant
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The issuance of
the Shares disclosed in Item 3.02 of this Report resulted in a change of control of the Company. The Shares comprise 60.11% of
the issued and outstanding common stock of the Company as of the date of this Report. The person who is the holder of the Shares
is Danny Iandoli, a resident of Markham, Ontario, Canada. Mr. Iandoli acquired the Notes disclosed in Item 3.02 of this Report
from Freelife Investments Inc., an Ontario, and Canada corporation, pursuant the terms of a Notes Purchase and Assignment Agreement
dated November 8, 2018. The Notes were acquired for cash consideration of $1.00 plus other good and valuable consideration. There
are no arrangements or understandings between Mr. Iandoli and Freelife Investments Inc. with respect to the election of directors
or other matters.
On December 4, 2018,
Mr. Iandoli exercised the conversion rights under the Notes and delivered to the Company a Notice of Conversion for the Shares
as disclosed in Item 3.01 of this Report which is incorporated herein by this reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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Effective December
6, 2018, Mr. Iandoli was appointed the President, Secretary and sole director of the Company contemporaneously with the resignation
of Kimberly Wright as the Company’s sole executive officer and sole director.
Signature
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.
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SEGUIN NATURAL HAIR PRODUCTS INC.
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Dated: February 20, 2019
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By: /s/ Danny Iandoli
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President
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