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) August 16, 2016

  

GLOBE NET WIRELESS CORP.

 

(Exact name of registrant as specified in its chapter)

 

Nevada   333-172172   000-0000000

(State or other jurisdiction
of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2302-3 Pacific Plaza 410 Des Voeux Road West Hong Kong, China

(Address of principal executive offices)

 

Registrant’s telephone number, including area code ( 852) 37-55-8010

 

N/A

 

 (Former name or former address, if changed since last report)

 

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 CFR230.425)

 

[  ] 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))

 

 

 

     
 

  

INFORMATION TO BE INCLUDED IN REPORT

 

Item 5.01. Changes in Control of Registrant.

 

On August 16, 2016, Ku Wai Li and Gustavo Americo Folcarelli entered into a share purchase agreement for the purchase and sale of two million shares in the capital of Globe Net for the purchase price of $3,500.00. For more details, see Exhibit 10.1 – Share Purchase Agreement.

 

As a result of the purchase and sale of the two million shares, there was a change in control in the voting shares of Globe Net. Gustavo Americo Folcarelli, is now the beneficial owner of 22.72% of the issued and outstanding shares of common stock in the capital of Globe Net and Mr. Li, the former CEO and President of Globe Net owns no shares of common stock in the capital of Globe Net.

 

Prior to the purchase and sale of shares, no shareholder beneficially owned 5% or more of the issued and outstanding shares of common stock, with the exception of Mr. Li, who owned 22.72% of the issued and outstanding shares of common stock in the capital of Globe Net.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On August 16, 2016, Gustavo Americo Folcarelli consented to and was appointed the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net by the board of directors.

 

The board of directors of Globe Net currently consists of Ku Wai Li as the sole director and Gustavo Americo Folcarelli as the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net.

 

Gustavo Americo Folcarelli (48 years old) has been the President, the Chief Executive Officer, the Chief Financial Officer, the Treasurer, and the Corporate Secretary of Globe Net since August 2016. Mr. Folcarelli holds a Bachelor of Commerce (Honors) degree from Ryerson University and has worked as a senior manager for several companies including Toshiba and Harry Rosen, where he was involved with the development and implementation of sales and marketing programs. Mr. Folcarelli was a founding partner in an Italian designer clothing outlet called Le Firme Inc. which went from 1 physical location to 5 as well as a developing a successful online store. From 2005 to present, Mr. Folcarelli has operated a private company, Current Real Estate Management and Development, in Priverno, Latina, Italy, which develops real estate properties in Italy. Mr. Folcarelli is responsible for changing the designation of use of the properties from non-commercial/agricultural to multi-use dwelling designation, presenting building plans and obtaining permits to build, then develop and the properties and manage and sell the built units.

 

Ku Wai Li (31 years old) has been the sole director of Globe Net since September 2009 and from September 2009 to August 2016 was the sole officer of Globe Net. Since July 2004 Mr. Li has also been an accountant for Linfeng Electronics Ltd in the Shenzhen Province of China.

 

During the past three years, Mr. Folcarelli has not served as a director of any listed companies.

 

There is no family relationship among the directors or officers of Globe Net.

 

During the last two years, there has been no transaction or proposed transaction that Globe Net was or is a party to in which Mr. Folcarelli nor Mr. Li had or is to have a direct or indirect material interest.

 

Globe Net has not entered into any material plan, contract, or arrangement (whether or not written) with either Mr. Li or Mr. Folcarelli.

 

Item 7.01. Regulation FD Disclosure.

 

Limitation on Incorporation by Reference : In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibit 10.1 , is furnished under Item 9 and pursuant to Regulation FD, and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

The information contained in Exhibit 10.1 is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

  Exhibit  

Description

 
         
  10.1  

Share Purchase Agreement dated August 16, 2016 between Gustavo Americo Folcarelli and Ku Wai Li .

Included

 

     
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Globe Net Wireless Corp has caused this report to be signed on its behalf by the undersigned duly authorized person.

 

    GLOBE NET WIRELESS CORP.
     
Dated : August 18, 2016 By: /s/ Gustavo Americo Folcarelli
    Gustavo Americo Folcarelli – President & CEO

 

     
 

 

 

 

Exhibit 10.1

 

Share Purchase Agreement

 

 

 

     
 

 

SHARE PURCHASE AGREEMENT

 

THIS SHARE PURCHASE AGREEMENT dated as of the 16 th day of August, 2016,

 

BETWEEN:

 

GUSTAVO AMERICO FOLCARELLI a Businessman with an office located at 1534 Grand Blvd Oakville, Ontario, Canada, L6H 3E6 (the “ Purchaser ”)

 

AND:

 

KU WAI LI , a Businessman with an office located at He Han San Xin Ya Xiang Xin Din Po Ming Ku Wan Chun Da Ku Wan De 4 Ju, China (the “ Seller ”)

 

WHEREAS:

 

A. The Seller is the registered and beneficial owner of 2,000,000 restricted shares of common stock in the capital of Globe Net Wireless Corp. (the “ Shares ”);
   
B. The Seller wishes to sell, and the Purchaser wishes to purchase, the Shares pursuant to the terms and conditions of this agreement;

 

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of $1.00 and other good and valuable consideration paid by each party to the other, the receipt and sufficiency of which are acknowledged, the parties covenant and agree as follows:

 

1. The Seller agrees to sell and the Purchaser agrees to purchase the Shares for and at a price of US$3,500.00 (the “ Purchase Price ”) at the date of this agreement.
   
2. The Purchaser will deliver to the Seller the Purchase Price as consideration for the transfer of the Shares to the Purchaser from the Seller.
   
3. The Seller represents and warrants to the Purchaser that:

 

  a. The Seller owns the Shares as the legal and beneficial owner thereof, free of all liens, claims, charges and encumbrances of every nature and kind whatsoever.  The Shares are fully paid and non-assessable and the Seller has due and sufficient right and authority to enter into this agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser.
     
  b. No person, firm or corporation has any agreement or option or a right capable of becoming an agreement for the purchase of the Shares, with the exception of this agreement.

 

4. The effective date of sale and purchase of the Shares will be August 16, 2016 (the “ Closing Date ”).

 

5. On the Closing Date,

 

  a. The Seller will deliver to the Purchaser the share certificates, duly endorsed for transfer, representing the Shares, and
     
  b. the Purchaser will deliver a certified cheque or solicitor’s trust cheque payable to the Seller in the amount of US$3,500.00 as full payment of the Purchase Price.

 

 
  -2-  

 

6. This agreement will endure to the benefit of and will be binding upon the parties and their respective successors and assigns.
   
7. Time will be of the essence of this agreement.
   
8. The parties will sign such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of the agreement.

 

IN WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of the day and year first above written.

 

Gustavo Americo Folcarelli   Ku Wai Li
NAME OF PURCHASER   NAME OF SELLER
     
/s/ Gustavo Americo Folcarelli   /s/ Ku Wai Li
AUTHORIZED SIGNATORY   AUTHORIZED SIGNATORY