TurnKey Capital, Inc. (Form: 8-K, Received: 02/05/2016 09:01:50)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 4, 2016

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TurnKey Capital, Inc.

(Exact name of registrant as specified in its charter)

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Nevada	333-186282	33-1225521
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

2929 East Commercial Blvd., PH-D, Fort Lauderdale, FL 33308

(Address of Principal Executive Office) (Zip Code)

954-440-4678

(Registrant’s telephone number, including area code)

Train Travel Holdings, Inc.

(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 (see General Instruction A.2. below):

¨ 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))

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

On January 11, 2016, Robert Blair, submitted a letter of resignation to the Board of Directors of the Company stating that effective January 15, 2016, he resigns his position on the Board of Directors of the Company. Mr. Blair has served as a member of the Board since July 6, 2015.

On January 11, 2016, Neil Swartz, submitted a letter of resignation to the Board of Directors of the Company stating that effective January 15, 2016, he resigns his position President of the Company. Mr. Swartz has served as President since October 31, 2014. Mr. Swartz will continue to serve as a member of the Board of Directors.

On January 11, 2016, The Board of Directors, by majority written consent, appointed Marc Carrido President of the Company effective January 15, 2016. Mr. Carrido was also appointed to serve on the Board of Directors of the Company. Mr. Carrido has executive management experience leading multimillion-dollar companies across diverse industries. During his most recent tenure, as CEO/President of a Default Loan Services Company, Mr. Carrido built a market-leading real estate services firm with a specific focus on providing clients with loss-mitigation and pre-foreclosure solutions including homeowner solicitation, REO asset management, short sale lead management, processing and negotiation. Prior to his tenure at his Default Loan Services Company, Mr Carrido was National Sales Manager for a large mortgage company. He oversaw entire processes from origination through funding, insuring time matrixes were met. His biggest accomplishment while guiding the mortgage company was the creation of his Investor Liquidation Programs. Mr. Carrido began building relationships with large banks and financial institutions to find investment deals for his investors. Within months Mr. Carrido was liquidating hundreds of assets for banks and institutions. The success of his Investor Liquidation Program led to the creation of his default loan services company.

Item 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 13, 2016 TurnKey Capital, Inc. (formerly known as Train Travel Holdings, Inc.), (the “Company”) filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the State of Nevada to effect a change of the Company’s name from “Train Travel Holdings, Inc.” to “TurnKey Capital, Inc.” (the “Name Change”); to increase the number of shares of common stock authorized for issuance from 75,000,000 to 750,000,000, par value $0.001; and to increase the number of preferred stock authorized for issuance from 1,000,000 to 5,000,000, par value $0.001. The Name Change and increase in authorized shares was approved by the Company’s board of directors and a majority of the Company’s stockholders by written consent on January 11, 2016. The Financial Industry Regulatory Authority (FINRA) approved the name change, effective February 4, 2016.

A copy of the Certificate of Amendment to its Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

In connection with the Name Change, the Company also amended its bylaws (the “Bylaws Amendment”) to reflect the new corporate name. A copy of the Bylaws Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 7.01 – Regulation FD Disclosure

On February 4, 2016, the Company issued a press release announcing its name change. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.

Item 8.01 – Other Events

In connection with the Name Change, the new CUSIP number for the Company’s common stock is 90042T107. The Company’s common stock will trade on the OTCQB under the new ticker symbol TKCI. FINRA approved the new symbol, effective February 4, 2016.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits


3.1		Certificate of Amendment to Amended and Restated Articles of Incorporation of TurnKey Capital, Inc. (f/k/a Train Travel Holdings, Inc.), as filed with the Secretary of State of the State of Nevada on January 13, 2016.

3.2		Certificate of Amendment to Bylaws of TurnKey Capital, Inc. (f/k/a Train Travel Holdings, Inc.), dated January 11, 2016.

99.1		Press Release of TurnKey Capital, Inc., dated February 4, 2016

SIGNATURE

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.



Dated: February 4, 2016	TURNKEY CAPITAL, INC.

	By:	/s/ Timothy Hart
		Timothy Hart
		Treasurer and Secretary

EXHIBIT 3.1

[TCKI_EX3Z1002.GIF]

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov


Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390)	Filed in the office of	Document Number 20160015287-12
	Barbara K. Cegavske Secretary of State	Filing Date and Time 01/13/2016 11:06 AM
	State of Nevada	Entity Number E0464642012-4


USE BLACK INK ONLY - DO NOT HIGHLIGHT	ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

Turnkey Home Buyers USA, Inc.

2. The articles have been amended as follows: (provide article numbers, if available)

Article 1 of the Amended and Restated Articles of Incorporation is amended to change the name of the Corporation to “TurnKey Capital, Inc.”

Article 3: Effective January 15, 2016 The Company’s authorized shares of capital stock shall increase from 76,000,000 to 755,000,000. The 755,000,000 shares of $0.001 par value capital stock of the Corporation shall be designated as follows: 1) 750,000,000 Common Stock; 2) 5,000,000 Preferred Stock, the rights, and preferences of which are to be designated by the Company’s Board of Directors.

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 100%


4. Effective date and time of filing: (optional)	Date: 01/15/2016	Time: 12:01 PM EDT
	(must not be later than 90 days after the certificate is filed)

5. Signature: (required)


X /s/ Timothy Hart
Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

Exhibit 3.2

Certificate of Amendment

of the Bylaws (as amended) of

Train Travel Holdings, Inc.

I, Timothy Hart, in my capacity as Secretary of Train Travel Holdings, Inc., a Nevada corporation (the “ Company ”), certify that on January 11, 2016 the Board of Directors of the Company adopted a resolution approving an amendment to the Bylaws of the Company (the “ Bylaws ”) as provided below, pursuant to Article IX of the Bylaws.

NOW, THEREFORE, the Bylaws are hereby amended as follows:

Defined Terms. Unless otherwise indicated, capitalized terms shall have the meanings ascribed to them in the Bylaws.

Amendments to Bylaws

(a)

The Bylaws shall be amended in their entirety by replacing all references to “Train Travel Holdings, Inc.” with the phrase “TurnKey Capital, Inc.”

Except as expressly amended hereby, the Bylaws remain in full force and effect.

Dated: January 11, 2016


	By:	/s/ Timothy Hart
	Name:	Timothy Hart, Chief Financial Officer and Secretary

EXHIBIT 99.1

Train Travel Holdings Inc. changes name to TurnKey Capital Inc., Changes Trading Symbol to TKCI

Ft. Lauderdale, Florida, February 4, 2016 – Train Travel Holdings Inc. (OTCQB: TTHX), today announced it has changed the company name to TurnKey Capital Inc. to best reflect the company’s focus on the Real Estate Finance and Development operations begun by its subsidiary, TurnKey Home Buyers USA in 2015. FINRA has approved the symbol change to “TKCI” and a new CUSIP has been issued.

TurnKey Capital Inc. is a real estate investment company focused on acquiring, upgrading, operating and selling commercial and residential real estate throughout the United States. TurnKey Capital will also be seeking to acquire other real estate related companies, such as software tool developers, crafting, building, and manufacturing enterprises, brokerages, or financial institutions, for example. Acquired companies may be integrated into TurnKey’s real estate development infrastructure, to augment the experience of TurnKey Capital’s clients and to streamline operations.

The TurnKey Capital Board of Directors has expanded the scope of operations by engaging financial services firms with specific focus on providing clients with loss-mitigation solutions REO asset management, short sale lead management, processing and negotiation. Turnkey is also adding team members with decades of experience in managing commercial and residential development, rental and sales; directing the identification, funding, acquisitions and sales of positive cash flow real estate properties.

“We have established an ambitious growth plan for the TurnKey Team in 2016 and have expanded the management team to add a robust layer of experience in real estate finance and commercial sales and development,” stated Timothy Hart, Chief Financial Officer of TurnKey Capital. “With a solid infrastructure already in place, plus added funding and financial services, we intend to grow TurnKey’s operations and boost revenue this year,” added Hart.

TurnKey Capital is launching its 2016 program with a portfolio of owned properties, plus additional funding to continue acquisitions. The company is currently focused on acquiring wholesale properties in Florida, Utah, and California.

About TurnKey Capital Inc.

TurnKey Capital Inc. is a publicly traded real estate investment Company focused on acquiring, upgrading, operating and selling commercial & residential real estate throughout the United States. The company seeks to provide its shareholders and investors with both stable dividend income and appreciation potential. TurnKey Capital Inc. is focused on strategies that enhance its effectiveness within the company’s targeted market and provides investors with a pure play investment opportunity nationwide.

TurnKey Capital Inc. specializes in providing clients with wholesale off-market properties along with a proven team of fulfillment partners. Their time-tested 20-plus years of experience in providing clients with TurnKey properties and services has created enhanced opportunities for clients to acquire and finance wholesale properties.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. Specifically, the Company's ability to raise additional capital, execute its business plan and strategy, sustain or increase gross margins, achieve profitability and build shareholder value are forward looking statements. A more extensive listing of risks and factors that may affect the Company's business prospects and cause actual results to differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the Company with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.