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): February 11, 2016
BLACKPOLL FLEET INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-185572 | 99-0367603 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
|
610 SW 34 th Street, Building 3 Fort Lauderdale International Airport Fort Lauderdale, FL |
33315 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (954) 905-6006
Copies to:
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)) |
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 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 1.01 | Entry into a Material Definitive Agreement |
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On February 11, 2016, BlackPoll Fleet International, Inc. (the “ Company ”) entered into an asset purchase agreement (the “ Agreement ”) with Alpha Investment and Lending Corp. (“ Alpha ”). Pursuant to the Agreement, the Company sold a Mil Mi-8 medium utility helicopter (the “ Aircraft ”) to Alpha in exchange for 2,317,143 restricted common shares of the Company previously issued to Alpha in August 2015, which the Company and Alpha agreed have a value of $1,622,000. The Company also executed and delivered to Alpha a Bill of Sale (the “ Bill of Sale ” and together with the Agreement, the “ Agreements ”) conveying the Aircraft to Alpha.
The closing of the foregoing transaction contemplated by the Agreements represents an unwinding of the asset purchase agreement entered into by and between the Company and Alpha dated August 4, 2015.
The foregoing description of the terms of the Agreements does not purport to be complete and is subject to, and qualified in its
entirety by reference to, the Agreements, which are filed herewith as
Exhibit 10.1
and
Exhibit 10.2
and
are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits . |
| Exhibit No. | Description | |
| 10.1 | Asset Purchase Agreement between BlackPoll Fleet International, Inc. and Alpha Investment and Lending Corp., dated February 11, 2016 | |
| 10.2 | Bill of Sale by BlackPoll Fleet International, Inc. dated February 11, 2016 |
Signatures
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: February 17, 2016 | By: | /s/ Dr. Jacob Gitman, PhD |
| Dr. Jacob Gitman, PhD | ||
| Chief Executive Officer | ||
Exhibit 10.1
Aircraft Buy/Sell Agreement
THIS AGREEMENT, is entered into this 11th day of February, 2016, by and between BlackPoll Fleet International, Inc, (hereinafter referred to as "Seller"), a Nevada corporation whose principal address is 610 SW 34 th Street, Suite 307, Fort Lauderdale, FL and Alpha Investment and Lending Corp. (hereinafter referred to as "Buyer"), a Delaware corporation whose principal address is 1013 Centre Road, Suite 403-a, Wilmington, DE 19805.
IN WITNESS WHEREOF, in consideration of the promises, the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:
1. Sale of Aircraft. Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following aircraft (hereinafter referred to as "Aircraft"):
Aircraft Make: Mil
Aircraft Model: 8P
Aircraft Registration Number: 4L-BPF
Aircraft Serial Number: 10313
Aircraft shall be equipped as follows:
Left Engine Serial Number: C99401194
Right Engine Serial Number: C94301205
Gear Box Serial Number: CP89111008
Seller warrants that Seller owns the Aircraft
and that ownership will be transferred to Buyer free and clear of any liens, claims, charges, or encumbrances. Upon delivery of
the Aircraft and payment of the balance of the purchase price, in accordance with this Agreement, Seller shall execute a bill of
sale granting ownership to the Aircraft.
2. Consideration. It is agreed that the price of the Aircraft is valued at One Million Six Hundred Twenty Two Thousand Dollars ($1,622,000.00) and is payable in cash or 2,317,143 restricted common shares of Blackpoll Fleet International, Inc. stock. Payment is due on delivery of the Aircraft. All monies paid in accordance with this Agreement will be made by cash, cashier's check, certified check, wire transfer, or equivalent.
3. Aircraft Delivery. It is agreed that the Aircraft is presently on, and Buyer will take delivery at, Mazar-a-Sharif (MZR) Airport. Payment in full, as described above, is a condition of delivery. Ownership and risk of loss or damage to the Aircraft shall pass to Buyer at the time of purchase. The Aircraft will be delivered to Buyer in its present condition.
4. Warranties. Seller makes no warranties, either express or implied, with respect to merchantability or fitness applicable to the Aircraft or any equipment applicable thereto including warranties as to the accuracy of the Aircraft's logbooks. Buyer agrees that no warranty has been expressed or implied by Seller and that Buyer has inspected the Aircraft and understands that it is being purchased "as is." Buyer hereby expressly waives any claim for incidental or consequential damages, including damages resulting in personal injury against Seller.
5. Taxes.
The Buyer shall pay any sales
or use tax imposed by a state or local government, which results from the sale of the Aircraft.
6. Assignment.
This Agreement may not
be transferred or assigned without written authorization signed by Seller and Buyer.
7. Notice.
All notices and requests required
or authorized under this Agreement shall be given in writing by certified mail, return receipt requested. The date on which any
such notice is received by the addressee shall be deemed the date of notice.
8. Governing Law.
This Agreement is a
contract executed under and to be construed under the laws of the State of Florida.
9. Waiver.
Either party's failure to
enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the
other party from future performance of that provision or any other provision.
10. Severability.
The invalidity of any
portion of the Agreement shall not affect the validity of the remaining portions thereof.
11. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience and have no substantive effect on the Agreement nor are they to aid in the interpretation of the Agreement.
12. Entire Agreement. This Agreement constitutes the entire Agreement between the parties. No statements, promises, or inducements made by any party to this Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing signed by the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.
| /s/ Boruch Freedman | /s/ Jacob Gitman | |
| BORUCH FREEDMAN | JACOB GITMAN | |
| PRESIDENT | C.E.O. | |
| ALPHA INVESTMENT AND LENDING CORP. | BLACKPOLL FLEET INTERNATIONAL, INC. |
Exhibit 10.2
Black Poll Fleet International, Inc.
BILL OF SALE
Know all men by these presents that the undersigned Black Poll Fleet International, Inc., governed by the Laws of the State of Nevada, is the owner of the full legal and beneficial titles of the following Helicopter:
Manufacturer of the Helicopter: KAZAN Helicopter Plant, Russia
Model: Mi-8P
Manufacturer Serial Number: 10313
Engines: Engine LH, Serial Number: C99401194
Engine RH, Serial Number: C94301205
Main gearbox: Serial Number CP89111008
Registration Mark: 4L-BPF
That such title to said Helicopter is not subject to any mortgage or other encumbrances.
Black Poll Fleet International, Inc., whose registered office is situated at 610 SW 34th Street, Suite 307, Fort Lauderdale, FL 33315 does this 11 February 2016 sell, grant, transfer and deliver all of its above described rights and title to the above described helicopter together with all equipment installed therein to Alpha Investment and Lending Corp., whose registered office is situated at 1013 Centre Road, Suite 403, Wilmington, DE and to their successors and assigns forever, said Helicopter to be registered as the property of Alpha Investment and Lending Corp.
In witness whereof, the present document has been executed by a duly authorized Officer.
| For and on behalf of Black Poll Fleet International, Inc. | ||
| Name: Jacob Gitman | ||
| Title: Chief Executive Officer | ||
| Signature: | /s/ Jacob Gitman | |