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 14, 2013
 
Service Team Inc.
 (Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of incorporation or organization)
     
333-178210
(Commission File Number)
 
61-1653214
 (IRS Employer Identification Number)

18482 Park Villa Place, Villa Park, California 92861
Address of principal executive offices)
 
(714) 538-5214
(Registrant’s telephone number, including area code)
 
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:
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 


Item 1.01 Entry into a Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 5, 2013, Service Team Inc. entered into a contract to acquire  100% of the outstanding stock of Trade Leasing, Inc.,a California corporation. The outstanding stock of Trade Leasing Inc. was sold to Service Team Inc. by Hallmark Holdings Inc. in exchange for 4,000,000 shares of Service Team Inc common stock. Robert L. Cashman  is the benefical owner of Hallmark Holdings Inc. and an officier and director of Service Team Inc. Trade Leasing, Inc. repairs services and manufactures truck bodies and truck body components. Trade Leasing Inc. does business using the trade name of Delta Stag.  Trade Leasing Inc. operates a manufacturing facility at 10633 Ruchti Road, South Gate, California 90280.  The manufacturing facility consists of two buildings of approximately 20,000 square feet on two acres of land.    Assets acquired include office equipment, furniture and computers.  The shop equipment includes metal working equipment,  welders, shears, brakes, jigs, automated riveting equipment,  hoists,  specialized foam insulating equipment and spray painting equipment as well as Fork Lifts and delivery vehicles.

Item 3.02 Unregistered Sales of Equity Securities

Service Team Inc. issued 4,000,000 shares of Service Team Inc.’s common stock to Hallmark Holdings Inc. as consideration for 100% of the shares of Trade Leasing, Inc.  The shares of Service Team Inc. are not registered under the Securities Act and were exempt from registration pursuant to Section 4(2) thereof as the shares were sold to an affiliate of the Company without general solicitation

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of the Business Acquired.  Audited financial statements of Trade Leasing Inc., and pro forma showing the effect of the acquisition shall be filed by amendment on or before the seventy first day after the date of this report.

(d) Exhibits
 
Exhibit No. 
Description
                           
10.3  
Agreement between Trade Leasing Inc. and Service Team Inc.
                           


SIGNATURES
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
June 14, 2013
Service Team, Inc.
   
 
/s/ Carlos Arreola
 
Carlos Arreola, President
 
 

Exhibit 10.1
 
STOCK EXCHANGE AGREEMENT

STOCK EXCHANGE AGREEMENT by and between Service Team Inc. a Nevada corporation   (hereinafter sometimes referred to as “Buyer”) and Hallmark Holdings Inc., a Nevada corporation hereinafter sometimes referred to as “Sellers”).

WHEREAS, Hallmark Holdings Inc. owns 25,000 shares of stock of Trade Leasing Inc.,a California corporation, which represents 100 % of the issued and outstanding  shares of the company.

WHEREAS , The Sellers and Buyer deem it advisable for the mutual benefit of Sellers and Buyer that the stock of Trade Leasing Inc. be exchanged for stock of Service Team Inc.

NOW THEREFORE, In consideration of the mutual covenants, agreements, representations and warranties contained herein, and for the purpose of setting forth certain terms and conditions of the Exchange, and the method of carrying the same into effect, Sellers and Buyer agree as follow.

ARTICLE I
Agreement to Exchange
 
1.  
Seller Hallmark Holdings Inc. agrees to exchange 25,000 common shares of Trade Leasing Inc. for 4,000,000 common shares of Service Team Inc. The exchange  shall be effective on the closing of this transaction as set forth on Article II

ARTICLE II

1.   
On June 15, 2013 or as soon as possible there after, the parties to this agreement shall exchange the following documents.
A.  
Sellers shall receive Service Team Inc. Stock certificates for the amount specified in Article I
B.  
Buyer shall receive Trade Leasing Inc. Inc stock certificates representing 100% ownership in Trade Leasing Inc. as specified in Article I

C.  
Seller shall receive a complete release of any and all claims of any kind against Trade Leasing Inc. including loans from  Robert L. Cashman.
D.  
Hallmark Holdings Inc. and Service Team Inc. hereby agree that this agreement satisfies all obligations between the parties and or Trade Leasing Inc.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer, represents and warrants to, and agrees with seller as follows:

1.   
Organization and Good Standing , Buyer is a duly incorporated and validly existing corporation in good standing under the laws of Nevada, with all requisite power and authority (corporate and other) to own its properties and conduct its business.

 
 
 
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLERS

Sellers, represents and warrants to, and agrees with seller as follows:

1.   
Authorization: Binding Agreement , Seller has the requisite corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This agreement has been duly and validly authorized, executed and delivered by Seller and constitutes a valid and binding agreement of Seller in accordance with its terms.
2. 
Clear Title, Seller warrants: that it has free and clear title to the stock that is the subject of this agreement and at the completion of this transaction Buyer will own the stock free of loans or liens.
 
ARTICLE V
GENERAL AGREEMENTS

1.   
Cooperation. Each of the parties hereto shall cooperate with the other in every reasonable way   in carrying out the transactions contemplated herein, and in delivering all documents and   instruments deemed reasonable necessary or useful by counsel for any party hereto.
2.   
Costs. All Costa and expenses incurred in connection with this Agreement and the transaction contemplated herby shall be the sole responsibility of Buyer.
3.   
Survival of representations and Warranties.                                                                                 All representations and warranties in this Agreement or in any instrument or certificate delivered pursuant to this Agreement delivered prior to the Closing Date shall survive the consummation of the Exchange.
4.   
Notices.   All notices and other communications hereunder shall be in writing and shall be deemed to have given duly given if delivered by messenger, transmitted by fax of telegram or mailed by registered or certified mail, postage paid, as follows:

If to Buyer:
Service Team Inc.
18482 Park Villa Place
Villa Park, California 92861

If to Seller:
Hallmark Holdings Inc.
3020 Kips Korner Road
Norco, California 92860

 
 
 
The date of any such notice shall be the date hand-delivered or otherwise transmitted or mailed.

5.   
Amendment.    This Agreement (including the documents and instruments referred to herein or therein)  (a) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, (b) is not intended to confer upon any other person any rights or remedies hereunder, and(c) shall not be assigned by operation of law or otherwise. This Agreement may be amended or modified in whole or in part to the extent permitted by California Law at any time, by an agreement in writing executed to do so by the Board of Directors of Seller and Buyer
6.   
Waiver.   At anytime prior to the Closing Date, the parties hereto may (a) extend the time for performance of any of the obligations or other acts of the other parties hereto, (b) waive any inaccuracies in the representation and warranties contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid if set forth in an instrument in writing or waive signed on behalf or such party.
7.   
Brokers.   Seller and Buyer represent and warrant that no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with this transaction.
8. 
Publicity.   So long as this Agreement is in effect, the parties hereto shall not issue or cause the publication of any press release or their announcement with respect to the Agreement without the consent of the other party, which consent shall not be unreasonably withheld or delayed where such release or announcement is required by applicable law.
9.   
Headings.   The headings contained in this Agreement are for reference purposes only and shall not effect in any way the meaning or interpretation of this Agreement.
10.   
Successors and Assigns.   This Agreement shall be binding upon and insure to the benefit of and is enforceable by the respective successors and assigns of the parties hereto.
11.   
The Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

IN WITNESS WHEREOF, the   parties have executed this Agreement by their duly authorized officers as of the 5 st . of June 2013
 
SELLER: BUYER:
 
By:   / s/ Karen Fowler
Karen J Fowler, President
 
By : /s/ Carlos Arreola
Carlos Arreola, President