UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2017
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-54883
SPORTS FIELD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada | 46-0939465 | |
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
1020 Cedar Ave, Suite 200
St. Charles, IL 60174
(Address of principal executive offices)
978-914-7570
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.00001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | [ ] | Non-accelerated filer | [ ] | ||
Accelerated filer | [ ] | Smaller reporting company | [X] | ||
Emerging growth Company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2017, based on a closing price of $0.49 was $8,434,865. As of March 31, 2018, the registrant had 17,403,527 shares of its common stock, par value $0.00001 per share, outstanding.
Explanatory Note
Sports Field Holdings, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Annual Report”), which was originally filed with the Securities and Exchange Commission on April 2, 2018, solely to (i) replace Exhibit 10.22 with a corrected version, and (ii) remove the Articles of Incorporation of a former subsidiary of the Company from the Exhibit Index. There are no other changes to the Annual Report.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
* | Filed herewith |
** | Indicates a management contract or compensatory plan or arrangement |
*** | Previously filed with the Form 10-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SPORTS FIELD HOLDINGS, INC. | ||
Date: April 20, 2018 | By: | /s/ Jeromy Olson |
Name: | Jeromy Olson | |
Title: |
Chief Executive
Officer
(Principal Executive Officer and Principal Accounting Officer and Financial Officer), Chairman of the Board |
Exhibit 10.22
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of January __, 2018, by and between Montreat College (“Montreat”) and FirstForm, Inc. f/k/a Sportsfield Engineering, LLC (“FirstForm”).
WHEREAS , Montreat entered into a contract with FirstForm as contractor for the general construction of an athletic complex, including a multipurpose field, a Beynon Full Pour Embedded Track System, softball field, stadium lights, and ADA public restroom at Montreat College, Black Mountain Campus, Black Mountain, North Carolina (the “Project”);
WHEREAS, FirstForm entered into a subcontract with Beynon Sports Surfaces, Inc. (“Beynon”) for the installation of a Beynon Full Pour Embedded Track System (the “Track”).
WHEREAS , a dispute arose between Montreat, FirstForm, and Beynon regarding the condition of the Track;
WHEREAS, Montreat and FirstForm have agreed to work cooperatively to secure a remediation for the track (the “Track Remediation”);
WHEREAS , certain disputes remain between FirstForm and Beynon related to the Track which are not affected by this Agreement;
WHEREAS , in the interests of avoiding further litigation expense, Montreat and FirstForm (collectively the “Parties” or individually, a “Party”), without any Party acknowledging fault or liability, wish to settle all claims or potential claims regarding the Track between Montreat and FirstForm as hereinafter set forth.
NOW, THEREFORE , for and in consideration of good and sufficient consideration, the receipt of which is acknowledged, the Parties hereto agree as follows:
1. Commencement of Remediation. No later than forty-five (45) after the execution of this agreement, FirstForm shall present Montreat with a recommended contractor to provide the Track Remediation, along with the contractor’s proposed specifications, warranty language, project timeline, references, and a draft contract between the contractor and FirstForm. Montreat shall provide its commercially reasonable feedback within ten (10) business days. The parties agree to work cooperatively to commence remediation in a timely fashion, with a goal to have remediation complete no later than July 15, 2018. The Track Remediation shall provide Montreat with a track that is the same or reasonably comparable to the Beynon Sports BSS 1000 Full Pour Embedded Track Surface at a thickness of 10mm with a five-year warranty, as originally specified in the contract for the Project.
2. Payment of Retainage. The Parties agree that Montreat shall be responsible for paying the amount of $110,000 to satisfy the remaining retainage on the Project. Montreat has deposited $110,000 with Fidelity National Title Company as escrow agent (the “Tennoca Funds”), with disbursement as set forth in the Escrow Agreement dated October 9, 2017 and attached hereto as Exhibit A (“Escrow Agreement”), in accordance with the following schedule:
a. | $55,000 shall be disbursed directly to Tennoca upon mobilization of the approved subcontractor for the Track Remediation. | |
b. | $30,000 shall be disbursed directly to Tennoca upon completion of the track surface by the approved subcontractor for the Track Remediation. | |
c. | $25,000 shall be disbursed directly to Tennoca upon final walk-through, acceptance of the track, and delivery of a Final Lien Waiver from FirstForm and all subcontractors for the Track Remediation. |
The Parties explicitly intend and agree that Tennoca is a third-party beneficiary of this Settlement Agreement with full power to enforce this paragraph.
3. Track Remediation. The Track Remediation shall be completed pursuant to specifications and a contract that are mutually agreeable to FirstForm and Montreat. The contract shall provide that FirstForm is responsible for providing to Montreat all deliverables and for obtaining from Montreat the approvals as set forth in the agreed-uopn specifications and contract. The schedule for the Track Remediation shall be coordinated with Montreat to ensure a minimal impact on campus activities.
4. Payment for the Track Remediation.
a. | The Parties agree that, excepting any change order arising from an act or omission of Montreat or its agents or employees, FirstForm shall be solely and completely responsible for all payments to all subcontractors who perform work for the Track Remediation. FirstForm has deposited $370,000.00 with Fidelity National Title Company as escrow agent (the “Track Remediation Funds”), with disbursement as set forth in the Escrow Agreement. The Parties will sign and submit Joint Instructions to disburse funds to the designated Track Remediation contractor in accordance with the Escrow Agreement within three business days after the completion of, and receipt of the invoice for, each portion of the Work in accordance an approved schedule.: | |
b. | The parties agree that Montreat shall have no payment obligations outside of the Payment of Retainage as described in Section 2. In addition to the provisions for fund release as provided in the Escrow Agreement, Montreat will be provided copies of all progress payment applications, which shall include a Waiver and Release of Lien Upon Progress Payment, as set forth in the attached Exhibit B . |
5. Track Remediation Warranty. The Parties agree that upon the final walk through and acceptance of the Track Remediation, the Track Remediation work shall be warrantied by the Track Remediation contractor for a period of five (5) years (“Warranty”).
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6. Cooperation Agreement. In consideration for execution of this Agreement, Montreat agrees to fully cooperate with FirstForm and counsel for FirstForm in connection with any future legal action instituted by FirstForm against Beynon, unless Beynon asserts a claim against Montreat, after which Montreat’s cooperation with FirstForm will be limited to the extent such cooperation would impair the ability for Montreat to adequately defend itself against any Beynon claims. Montreat’s cooperation shall include, but not be limited to: identifying and interpreting pertinent documents; working with counsel and experts retained by FirstForm to evaluate claims; assisting in preparation and attendance at settlement discussions, mediations, depositions and trial without requiring a subpoena.
7. Mutual Limited Release. Each Party does irrevocably and unconditionally release, acquit, and forever discharge the other Party from any and all charges, claims, liabilities, obligations, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs), whether legal, equitable, known or unknown, relating to the Track Surface at the Project. For the avoidance of doubt, specifically reserved and excepted by the Parties from this release are all claims against Beynon. This limited release applies only to the original Track Surface work performed at the Project. It does not apply to claims arising from or relating to any other work performed by FirstForm at the Project, including the Track Remediation, or to any other property owned or operated by Montreat. Enforcement of the Warranty is Montreat’s exclusive remedy for any claim arising out any portion of the Track Remediation performed by the Track Remediation Contractor.
8. Reservation of Rights . FirstForm reserves the right to pursue any and all claims and causes of action it may have against Beynon or any of its subcontractors with respect to losses suffered on the Project, including but not limited to the matters herein. Montreat reserves the right to pursue any and all claims and causes of action it may have against Beynon with respect to losses suffered on the Project, including but not limited to the matters herein.
9. Additional Documentation. The Parties, for themselves and their counsel, agree to cooperate in the preparation and execution of any additional documentation reasonably necessary to consummate the terms of this Agreement.
10. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the state of North Carolina without reference to any choice or conflict of law provisions which would operate to make the internal laws of any other jurisdiction applicable. The Parties consent and agree to the exclusive jurisdiction and venue of the state and federal courts in Buncombe County, North Carolina for any action relating to this Agreement.
11. Modification. Neither this Agreement, nor any provision hereof, may be waived, modified, amended, discharged, or terminated, except by written instruments signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in such instrument.
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12. Entire Agreement. This Agreement is the only Agreement between the Parties with respect to the subject matter hereof. This Agreement contains all of the terms agreed upon, and there are no other agreements, oral or written, between the Parties with respect to the subject matter hereof; nor have any promises or representations been made by or to any Party except as expressly set forth herein.
13. Benefit of Counsel. All Parties have had the full benefit of counsel and of representation in the negotiation, preparation, drafting, and execution of this Agreement; all Parties have read and fully understood the provisions of this Agreement prior to its execution and delivery; and each party adopts this Agreement and enters into, executes, and delivers this Agreement as its own and voluntary act with full authority.
14. Attorneys’ Fees and Expenses. It is understood that each party to this Agreement shall have the burden and responsibility of paying for and satisfying any claims for its own attorneys’ fees, disbursements, costs and other expenses incurred by each party with respect to their legal representation and this controversy.
15. Breach. In the event that breach of this Agreement results in legal action, the non-prevailing party must pay all costs and expenses, including reasonable attorney’s fees, associated with the enforcement of this Agreement.
16. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future laws, such provision shall be fully severable and the remainder of this Agreement shall continue in full force. In lieu of any severed provision, there shall be added a provision with terms, and effect as similar as possible to such illegal, invalid, or unenforceable provision as may be possible, and legal, valid, and enforceable.
17. Counterparts. This Agreement may be executed in separate counterparts, original or PDF, each of which shall constitute an original, but all of which, when taken together, shall constitute but one Agreement.
18. Release of Escrow Funds Upon Termination and Tolling. If, after a good faith effort, the Parties are unable to reach a mutually agreeable remediation plan, or this Agreement is terminated by the Parties for any other reason, the Parties will take all steps necessary under the Escrow Agreement to disburse all remaining Retainage Funds to Montreat and all remaining Track Remediation Funds to State Auto Insurance Companies. In the event of termination and disbursement, the Parties agree that for purposes of calculating time for all time-related defenses, including, but not limited to, statutes of limitation, statutes of repose, and laches, the period January __, 2018 through the date of termination or disbursement, whichever is later, will be tolled.
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IN WITNESS WHEREOF, the Parties, through their duly authorized representatives, and intending to be legally bound by a sealed instrument, have executed this Agreement, under seal.
MONTREAT COLLEGE | |||
By: | /s/ Paul J. Maurer | (SEAL) | |
Its: | President | ||
FIRSTFORM INC. | |||
By: | /s/ Jeromy Olson | (SEAL) | |
Its: | Chief Executive Officer |
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EXHIBIT A
Waiver and Release of Lien Upon Progress Payment
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WAIVER AND RELEASE OF LIEN UPON PROGRESS PAYMENT
OWNER: Montreat College
GENERAL CONTRACTOR: FirstForm Inc.
SUBCONTRACTOR:
PROJECT NAME: Montreat Track Remediation
County of Buncombe
State of North Carolina
The undersigned, in consideration of the sum of $____________, hereby waives and releases its lien and right to claim a lien for labor, services, or materials furnished through _____ __, 2017 to ______________ on the job of Montreat College (Owner) to the following property: Montreat College Track Remediation, Black Mountain, North Carolina . This waiver and release does not cover any retention or labor, services or materials furnished after the date specified.
Any and all contractors, subcontractors, laborers and suppliers that have provided labor, materials or services to the undersigned for use or incorporation into the construction of the improvements or alterations to the Project have been paid and satisfied in full, and there are no outstanding claims of any nature arising out of, or related to, the undersigned’s activities on, or improvements to, the Project.
This Waiver and Release of Lien constitutes a representation by the undersigned signatory, for and on behalf of the firm or company listed below, that the payment referenced above, once received, constitutes full and complete payment for all work performed, and all costs or expenses incurred (including, but not limited to, costs for supervision, field office overhead, home office overhead, interest on capital, profit, and general conditions costs) relative to the work or improvements in the Project as of the date of this Waiver and Release of Lien, except for the payment of retainage. The undersigned hereby specifically waives, quitclaims and releases any claim for damages due to delay, hindrance, interference, acceleration, inefficiencies or extra work, or any other claim of any kind it may have against the Owner, the Owner’s lender, any tenant of Owner, the General Contractor (if this Waiver and Release of Lien is signed by a subcontractor or supplier), or any other person or entity with a legal or equitable interest in the Project, as of the date of this Waiver and Release of Lien.
This Waiver and Release of Lien is specifically made for the benefit of the Owner and any other person or entity with a legal or equitable interest in the Project. The amount of money set forth as due and owing in the immediately preceding Waiver and Release of Lien dated ____________, 2017, has been received, and is deemed paid in full.
In Witness Whereof, the undersigned signatory, acting for and on behalf of the firm or company listed below and all of its laborers, subcontractors, and suppliers, has placed his hand and seal this _____ day of __________, 2017.
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Exhibit 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jeremy Olson, certify that:
1. I have reviewed this annual report on Form 10-K of Sports Field Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: April 20, 2018 | By: | /s/ Jeremy Olson |
Jeremy Olson Principal Executive Officer |
Exhibit 31.4
CERTIFICATION OF PRINCIPAL ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jeremy Olson, certify that:
1. I have reviewed this annual report on Form 10-K of Sports Field Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Date: April 20, 2018 | By: | /s/ Jeremy Olson |
Jeremy Olson Principal Accounting Officer |