Current Report Filing (8-k)
13 Julho 2017 - 4:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 30
th
2017
BLACKPOLL FLEET INTERNATIONAL, INC.
(Exact Name of Registrant as Specified
in Charter)
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Nevada
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333-185572
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99-0367603
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8411
West Oakland Park Blvd.
Suite
201
Sunrise, FL
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33351
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code: (866) 940-6812
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains
forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are other than statements of historical facts. These
statements are subject to uncertainties and risks including, but not limited to (i) securing capital for general working purposes,
and (ii) other risks and in statements filed from time to time with the Securities and Exchange Commission (the “SEC”).
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the Registrant, are expressly
qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements.
In addition, the Registrant disclaims any obligation to, and will not, update any forward-looking statements to reflect events
or circumstances after the date hereof.
Section 5 - Corporate Governance and
Management
Item 5.01 Changes in Control of Registrant.
On June 30
th
2017, Blackpoll Fleet International, Inc. (the “
Registrant
”) executed a Subscription Agreement with Dan Oran
(the “
Subscriber
”). The Subscriber subscribed for seventeen million nine hundred seventy-one thousand three
hundred seventy-seven (17,971,377) shares of Registrant’s Common Stock, .001 par value (the “Shares”) which represents
eighty six percent (86%) of Registrant’s 21,004,515 outstanding shares of common stock for a purchase price of $160,000.
The Subscriber used
his own funds in connection with the purchase of the Shares.
Biographical Information
Mr. Oran is 52 years of age. He has more
than 27 years of experience as a successful business owner in the US and Israel with extensive knowledge of finance, sales and
cost management skills. Mr. Oran is also a seasoned Real Estate investor who owns and manages both commercial and residential properties
in South Florida and abroad. Since June 2016, Mr. Oran has been a Director of Nutra Pharma Corp., a Public Company. Since 2014
he has been the brand builder and consultant for the
Cybertec Group
, a communications technology company. From 2008 through
2014 he owned and managed
Aboulafia Since 1879
, a manufacturer and distributor of electronics equipment. From 1999 through
2008, Mr. Oran owned and managed
Lav Distributors
, a distributor of electronics equipment. Mr. Oran was raised and educated
in Israel, moving to the United States in 1990.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 30
th
2017 Dr. Jacob
Gitman, tendered his resignation as Company director. There were no disagreements between Dr. Gitman and the Company regarding
its operations or procedures. A copy of this Form 8-k has been provided to Dr. Gitman.
Concurrent with the resignation of Dr. Gitman,
the Board of Directors appointed Dan Oran to the Board of Directors.
There are no family arrangements between
Mr. Oran and any person or entity affiliated with the Registrant.
Over the past 10 years, Mr. Oran has
not: (a) been involved as a general partner or executive officer of any business, which has filed a bankruptcy petition; (b) been
convicted in a criminal proceeding or a named subject of a pending criminal proceeding; (c) been found in a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities
law; (d) been the subject of any order, judgment or degree, permanently or temporarily enjoining him from or otherwise limiting,
the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity
pool operator, floor broker, leverage transaction, merchant, any other person regulated by the Commodity Futures Trading Commission,
or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company, bank savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice;
or engaging in any activity in connection with any violation of federal or state securities laws or federal commodities laws. Further,
Mr. Oran has never been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding relating to an alleged violation of any federal or state securities or commodities law or regulation; or any law or
regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease and desist order, or removal or prohibition
order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.
Mr. Oran shall be compensated $ 7,500
per month as Director.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
of Exhibit
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10.1
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Subscription Agreement between the Registrant and Dan Oran dated
June 30
th
2017
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10.2
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Director Agreement between the Registrant and Dan Oran dated June 30
th
2017
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17.1
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Jacob Gitman resignation and Dan Oran appointment as Director dated June 30
th
2017
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SIGNATURE
Pursuant to the requirement of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BLACKPOLL FLEET INTERNATIONAL,
INC.
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Date:
July 13
th
2017
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By:
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/s/
Dan Oran
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Dan Oran
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Chief Executive Officer
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4
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