TurnKey Capital, Inc. (Form: 8-K, Received: 09/17/2019 15:27:52)

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): September 13, 2019

^{______________}

TURNKEY CAPITAL, INC.

(Exact name of registrant as specified in its charter)

^{______________}



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)

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 (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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ¨

If an emerging growth company, indicate by checkmark 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. ¨


ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 13, 2019, TurnKey Capital, Inc. (“We” or the “Company”) entered into a Definitive Acquisition Agreement (the “TKCI DAA”) with Egg Health Hub, Inc., a Florida corporation, (“EGG”). Pursuant to the TKCI DAA, EGG and the Company will commence the negotiation and preparation of a definitive share exchange agreement (the “Definitive Agreement”) whereby EGG will exchange all of its issued and outstanding shares of common stock for shares of the Company’s common stock on a one-for-one basis, which upon the completion of such Definitive Agreement will constitute 70,000,000 shares of EGG’s issued and outstanding common stock. Upon completion of such Definitive Agreement, EGG will become a wholly owned subsidiary of the Company.

EGG is a brand new model for healthcare and wellness that brings together top physicians and wellness professionals into co-practicing communities with shared access to a full-stack technology platform – scheduling, billing, client acquisition, and telemedicine – and flexible access to beautiful office space designed to optimize both the physician and client experience. This model creates a compelling new option for re-tenanting traditional shopping centers and mixed-use space that landlords see as a true traffic generator.

The foregoing description of the terms of the TKCI DAA is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 1.1 to this Report, which is incorporated by reference herein.


ITEM 8.01	OTHER EVENTS.

In connection with the Definitive Acquisition Agreement, the Company effectuated a reverse stock split (the “Split”) effective September 13, 2019. The Split was a 1-for-100 reverse stock split of the Company’s issued and outstanding shares as of September 13, 2019. Prior to the Split, the Company had 42,264,665 issued and outstanding shares of its common stock. Effective at the opening of trading on the OTCQB on September 13, 2019, the Company had 422,647 shares of issued and outstanding shares of its common stock. Also, effective September 13, 2019, the Company began trading under the new CUSIP number 90042T107 for the Company’s common stock. The Company’s common stock will trade on the OTCQB under the same ticker symbol, TKCI. FINRA approved the reverse stock split on September 11, 2019.

On September 13, 2019, the Company issued a press release announcing the execution of the TKCI DAA. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.


ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit No.		Exhibit Description

1.1		Definitive Acquisition Agreement dated September 13, 2019
99.1		Press Release of TurnKey Capital, Inc., dated September 13, 2019

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: September 13, 2019	TURNKEY CAPITAL, INC.

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

EXHIBIT 1.1

DEFINITIVE ACQUISITION AGREEMENT

FOR THE EXCHANGE OF COMMON STOCK

In consideration of the mutual promises, covenants, and representations contained herein,

The Effective Closing Date of this Definitive Agreement shall be September 13, 2019 between TurnKey Capital, Inc., a Nevada corporation with its offices located at 2929 East Commercial Boulevard, PH-D, Fort Lauderdale, FL, 33308; TurnKey Capital, Inc. shareholders (hereinafter referred to as “The Buyers"); and Egg Health Hub, Inc., a Florida corporation with its offices located at 2929 East Commercial Boulevard, PH-D, Fort Lauderdale, FL, 33308 (hereinafter referred to as “The Sellers") The Buyers will receive from The Sellers One Hundred Percent (100%) of the issued and outstanding common shares issued by The Sellers in said company. The Sellers will receive a one-for-one exchange of The Buyers authorized common shares in return. The common shares to be transferred between The Buyers and The Sellers shall be effective as of the date stated herein.

THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I

Transfer of Securities

Subject to the terms and conditions of this Agreement, The Sellers agree to deliver, and The Buyers agree to accept delivery of Seventy Million (70,000,000) issued and outstanding common shares of Egg Health Hub, Inc., details as defined herein in Article II sections 2.01 and 2.02. Furthermore, subject to the terms and conditions of this Agreement, The Buyers agree to deliver, and the Sellers agree to accept delivery of one common share of The Buyers authorized common stock for each one of the Seventy Million (70,000,000) common share that The Sellers agrees to deliver to The Buyer as part of this agreement.

ARTICLE II

Representations and Warranties

The Sellers, jointly and severally represent and warrant to "The Buyers" that the following shall be true and correct in all respects as of the closing (as defined in Article V of this Agreement):

2.01 Organization. The Sellers are a Corporation duly organized, validly existing, and in good standing under the laws of The State of Florida. The Sellers have all necessary corporate powers to own properties and carry on a business and is duly qualified to do business and is in good standing in The State of Florida. All actions taken by The Sellers, the Incorporators, Directors and/or Shareholders of said company have been valid and in accordance with the laws of The State of Florida.

Page 1 of 4

2.02 Capital. The authorized capital stock of Egg Health Hub, Inc, is 100,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of undesignated preferred stock. The capital stock of TurnKey Capital, Inc. is 750,000,000 shares of common stock par value $0.001 with 422,647 shares issued and outstanding and 5,000,000 shares of Series A preferred stock with 600,000 shares issued and outstanding. The Buyers will have delivered to The Sellers from Treasury 70,000,000 Common Shares at closing. The shares to be delivered by The Sellers will bear a 144 Legend on each certificate delivered. All transfers will be done in a lawful transaction and in accordance with The State of Florida Corporate Law. All shares are fully paid and non-assessable, free of liens, encumbrances, options and legal or equitable rights of others not a party to this Agreement. At closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating The Buyers to issue any additional shares to The Sellers.

2.03 Liabilities. The Sellers do not have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected in the company's balance sheet at time of closing. There is no dispute of any kind between the company and any third party, and no such dispute will exist at the closing of this Agreement.

2.04 Ability to Carry Out Obligations. The Sellers have the right, power, and authority to enter into, and perform their obligations under this Agreement. The execution and delivery of this Agreement by The Sellers and the performance by their obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which the company or the Shareholders are a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would cause the company to be liable to any party, or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of the company or upon the securities of the company to be delivered to "The Buyers".

2.05 Full Disclosure. None of the representations and warranties made by The Sellers, or in any certificate or memorandum furnished or to be furnished by The Sellers or on their behalf, contains or will contain any untrue statement of a material fact which would be misleading.

2.06 Compliance with Laws. Each party has complied with, and is not in violation of any federal, state, or local statute, law, and/or regulation pertaining to the company. The company has complied with all federal and state securities laws in connection with the offer, sale and distribution of its securities.

2.07 Litigation. The Sellers are not (and has not been) a party to any lawsuit, action, arbitration, or legal, administrative, or other proceeding, or pending governmental investigation. To the best knowledge of the Shareholders, there is no basis for any such action or proceeding and no such action or proceeding is threatened against the company is not subject to or in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department agency, or instrumentality.

ARTICLE III

Investment Intent

3.01 The Common Shares issued by TurnKey Capital, Inc to be delivered to The Sellers pursuant to this Agreement will bear a 144 Legend and may not be sold, pledged, assigned, hypothecate or otherwise transferred, with or without consideration prior to registration.

Page 2 of 4

ARTICLE IV

Remedies

4.01 Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by the co-operation of each party to reach an agreeable solution that fits all parties.

4.02 Indemnification. The Parties, jointly and severally agree to indemnify the other against all actual losses, damages and expenses caused by Any material breach of this Agreement or any material misrepresentation contained herein or; (ii) any misstatement of a material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading.

ARTICLE V

Miscellaneous

5.01 Captions and Headings. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

5.02 No Oral Change. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

5.03 Non Waiver. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in anyone or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

5.04 Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.

5.05 Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings.

5.06 Counterparts. This Agreement may be executed simultaneously in one or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.07 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if sent by e-mail personally to the party to whom notice is to be given, or if mailed on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified postage prepaid, and properly addressed as follows:

Page 3 of 4

5.08 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

5.09 Effect of Closing. All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the closing and shall, survive the closing of this Agreement.

5.10 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.

This Definitive Acquisition Agreement executed this September 13, 2019 by and between:

The Sellers:

Egg Health Hub, Inc.

2929 E. Commercial Blvd., PH-D

Fort Lauderdale, FL 33308

The Buyers

TurnKey Capital, Inc.

2929 E. Commercial Blvd., PH-D

Fort Lauderdale, FL 33308

AGREED AND ACCEPTED as of the date first above written.

The Sellers

/s/ Neil Swartz

Neil Swartz, President and CEO

Egg Health Hub, Inc.

The Buyers

/s/ Timothy Hart

Timothy Hart, Secretary and CFO

TurnKey Capital, Inc.

Page 4 of 4

EXHIBIT 99.1

TurnKey Capital, Inc. Executes Definitive Agreement to Acquire the Assets of Egg Health Hub, Inc.

Fort Lauderdale, FL, September 13, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Turnkey Capital Inc. (TKCI) today announced the Company has executed a Definitive Acquisition Agreement ("Agreement") to acquire the assets of Egg Health Hub, a subsidiary of Healthspan Medical Systems, Inc. dba Colarmelle Holdings, Inc. (EGG)(the Company). Closing is expected to take place within the next 30 days.

With this acquisition, TKCI is capitalizing on the real opportunity to repurpose underutilized or vacant, retail and office space for medical, health, and wellness services under a strong brand, Egg Health Hub. Commercial real estate owners are revisiting the way they view their properties. Current distractors, including online shopping, have provided new opportunities in retail and office sectors for shared workspace models developed by innovators like WeWork. Health and wellness is an opportunity to revitalize existing office, retail. And mixed use.

“The response we’ve received regarding the Egg has been extremely positive. At the present time we are in negotiation with several malls.” – Joseph Tagliola, Founding Partner of Collarmele Partners

With this asset purchase, TKCI will effectuate a reverse stock split of one share for every one hundred shares of common stock currently issued and outstanding. Upon FINRA approval of the reverse stock split, the market effective date will be September 13, 2019, at which time the stock will commence trading under a new CUSIP number to be determined prior to trading. The stock will trade under the ticker TKCID for 20 business days.

Neil Swartz, CEO of Turnkey Capital, stated “At TKCI we have been looking for an existing company associated with real estate. With Egg, not only do we get the talents of the Colarmelle team, but we are also entering the $3+ trillion healthcare space.”

About Turnkey Capital, Inc.

Turnkey Capital Inc. (TKCI) is a business advisory company that aligns with, and builds value in, both private, public, and development-stage healthcare-related companies. TKCI acquired, built and developed the strategic direction of our companies which included: defining short and long-term strategic goals; identifying and planning for the critical success factors to reach these goals; identifying and addressing the challenges and operational improvements required to achieve the critical success factors and, ultimately, the strategic goals. In its next phase, as a healthcare and mixed-use retail real estate development company, TKCI will acquire and/or develop commercial real estate properties retain the name Turnkey Capital, Inc., and its trading symbol, TKCI.

Safe Harbor Statement

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "predicts," and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. Forward-looking statements also include any other passages that relate to expected future events or trends that can only be evaluated by events or trends that will occur in the future. The forward-looking statements in this release include, without limitation, statements regarding expected revenue and other measurements. The forward-looking statements are based on the opinions and estimates of management at the time the statements were made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Risks that could cause actual results to differ materially from those anticipated in the forward-looking statement include, without limitation, the risk that the costs of integration following the transaction may be greater than expected and the risks of losing clients or failing to acquire new clients. Other information about factors that could cause actual results to differ materially from those predicted in Turnkey Capital Inc forward-looking statements is set out in its annual report on Form 10-K and quarterly reports on Forms 10-Q filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon these forward-looking statements, which speak only as to the date of this release. Except as required by law, Turnkey Capital Inc, Inc. undertakes no obligation to update any forward-looking or other statements in this press release, whether as a result of new information, future events or otherwise.

For more information please contact

TBG Holdings

954-440-4678