SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2015
BLACKPOLL FLEET INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
|(Commission File Number)||(IRS Employer Identification No.)|
1111 Kane Concourse
Bay Harbor Islands, FL
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (305) 867-1228
(Former name or former address, if changed since last report): Basta Holdings, Corp.
Thomas Rose, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006
Telephone: (212) 930-9700
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))|
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 Company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
|Item 5.03||Amendments to Articles of Incorporation; Change in Fiscal year|
On June 6, 2015, the holder of a majority of the shares of common stock of Basta Holdings, Corp. (the “ Company ”) voted in favor of amending the Company’s Articles of Incorporation to (i) change the name of the Company to BlackPoll Fleet International, Inc. and the ticker symbol accordingly (the “ Name Change ”) and (2) effectuate a reverse stock split of the Company’s common stock, par value $ 0.001 per share, by a ratio of 1-for-10 (the “ Reverse Split ”).
On July 22, 2015, the Company filed a certificate of amendment (the “ Certificate of Amendment ”) with the Secretary of State of the State of Nevada in order to effectuate the Name Change and the Reverse Split. The Certificate of Amendment became effective on July 24, 2015. On July 23, 2015, the Company filed a certificate of correction (the “ Certificate of Correction ”) with the Secretary of State of the State of Nevada modifying the name of the Company to BlackPoll Fleet International, Inc.
The Name Change and Reverse Split became effective on the OTC Bulletin Board (the “ OTC BB ”) on July 28, 2015, having been approved by the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) on July 28, 2015. As a result of the Reverse Split, each ten (10) shares of common stock issued and outstanding prior to the Reverse Split has been converted into one (1) share of common stock, and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been proportionally adjusted.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment and Certificate of Correction, which are attached hereto as Exhibit 3.1 and Exhibit 3.2 , respectively, and incorporated herein by reference.
|Item 7.01||Regulation FD Disclosure.|
On July 30, 2015, BlackPoll Fleet International, Inc. (formerly known as Basta Holdings, Corp.) issued a press release announcing the Name Change, ticker symbol change and Reverse Split. A copy of the press release that discusses this matter is filed as Exhibit 99.1 hereto, and incorporated by reference in, this report. The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
|Item 9.01||Financial Statements and Exhibits|
(d) Exhibits .
Certificate of Amendment to Articles of Incorporation
|3.2||Certificate of Correction to Articles of Incorporation|
|99.1||Press Release dated July 30, 2015|
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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.
|BLACKPOLL FLEET INTERNATIONAL, INC.|
|Date: July 30, 2015||By:||/s/ Dr. Jacob Gitman, PhD|
|Dr. Jacob Gitman, PhD|
|Chief Executive Officer|
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BASTA HOLDINGS, CORP. ANNOUNCES CORPORATE NAME CHANGE TO
BLACKPOLL FLEET INTERNATIONAL, INC. AND REVERSE STOCK SPLIT
Fort Lauderdale, FL – (Marked Wired) – July 30, 2015 – Basta Holdings, Corp. (OTC Pink: BSTA/BSTAD) (the “Company”) today announced key corporate developments that are serving to position the Company to transition from a commission-only aircraft management advisory company to a full service air charter and owner/provider of a fleet of world class, medium utility helicopters.
More specifically, the Company has implemented a corporate rebranding initiative, renaming the Company from Basta Holdings, Corp. to BlackPoll Fleet International, Inc. The new name endeavors to align the Company’s identity with its corporate mission, while distinguishing and communicating the Company’s fundamental strengths, impressive capabilities and core values. The inspiration for this unique new name is the blackpoll warbler, whose transoceanic flight has been the subject of over 25 scientific studies. Averaging the weight of a ballpoint pen, this brave and highly committed little bird is capable of flying non-stop up to 2,400 miles, over 80 hours, in virtually any weather condition.
Jacob Gitman, Ph.D., BlackPoll’s Chief Executive Officer, noted, “Given the blackpoll warbler’s great tenacity, strength and proven dedication, we felt that it was the ideal expression of who BlackPoll Fleet International is and boasts the same characteristics that we believe are inherent in our Company and the people within our ranks.”
In other news, the Company reported that it has completed a 10:1 reverse stock split of its Common Stock, which commenced trading on a split-adjusted basis on Tuesday, July 28, 2015. The Common Stock is now trading under new CUSIP number 09258J108 and its shares of Common Stock are trading on the OTC Pink marketplace under symbol “BSTAD,” with the “D” added for the next 20 trading days to signify the stock split. Upon the expiry of this period, the shares of Common Stock may trade under a different symbol, but the Company is presently unable to state what that symbol will be.
Commenting on these critical new developments, Gitman added, “All of the changes we are implementing at BlackPoll Fleet are in support of the robust new business development opportunities that we have been pursuing over the 12-18 months. Chief among our growth objectives are pursuing a listing on a national exchange later this year and, on the operations front, expanding our ACMI (aircraft, crew, maintenance and insurance) leasing services and launching our own proprietary fleet of medium utility rotary wing aircraft to support our growing global customer base.”
About BlackPoll Fleet International, Inc.
Headquartered in Fort Lauderdale, Florida, BlackPoll Fleet is leveraging the strength and industry influence of its leaders to rapidly become a trusted provider of private aircraft charter and diverse intercontinental aviation services to a growing global customer base of U.S. and foreign government agencies, peacekeeping and humanitarian relief organizations, multinational corporate enterprises and high value passengers and groups. The Company specializes in flawless logistical planning and management and air transport of mission critical cargo and personnel in remote and austere regions around the globe through ownership and/or operation of its world class fleet of rotary wing aircraft.
BlackPoll Fleet International, Inc. | 610 SW 34 th Street, Suite 202, Fort Lauderdale, Florida 33315 | Main: 305-867-1228
Safe Harbor Statement
Certain information set forth in this news announcement may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of BlackPoll Fleet International, Inc. Such forward-looking statements are based on current expectations, estimates and projections about the Company’s industry, management beliefs and certain assumptions made by its management. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Information concerning factors that could cause the Company's actual results to differ materially from those contained in these forward-looking statements can be found in the Company's periodic reports on Form 10-K and Form 10-Q, and in its Current Reports on Form 8-K, filed with the Securities and Exchange Commission. Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise to reflect future events or circumstances or reflect the occurrence of unanticipated events.
For more information, please contact:
WSW Media Group at 407-878-5945
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