SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30 th 2017
BLACKPOLL FLEET INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
West Oakland Park Blvd.
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (866) 940-6812
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))|
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 and 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 Registrant, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Registrant disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
On June 30 th 2017, Blackpoll Fleet International, Inc. (the “ Registrant ”) executed a Subscription Agreement with Dan Oran (the “ Subscriber ”). The Subscriber subscribed for seventeen million nine hundred seventy-one thousand three hundred seventy-seven (17,971,377) shares of Registrant’s Common Stock, .001 par value (the “Shares”) which represents eighty six percent (86%) of Registrant’s 21,004,515 outstanding shares of common stock for a purchase price of $160,000.
The Subscriber used his own funds in connection with the purchase of the Shares.
Mr. Oran is 52 years of age. He has more than 27 years of experience as a successful business owner in the US and Israel with extensive knowledge of finance, sales and cost management skills. Mr. Oran is also a seasoned Real Estate investor who owns and manages both commercial and residential properties in South Florida and abroad. Since June 2016, Mr. Oran has been a Director of Nutra Pharma Corp., a Public Company. Since 2014 he has been the brand builder and consultant for the Cybertec Group , a communications technology company. From 2008 through 2014 he owned and managed Aboulafia Since 1879 , a manufacturer and distributor of electronics equipment. From 1999 through 2008, Mr. Oran owned and managed Lav Distributors , a distributor of electronics equipment. Mr. Oran was raised and educated in Israel, moving to the United States in 1990.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 30 th 2017 Dr. Jacob Gitman, tendered his resignation as Company director. There were no disagreements between Dr. Gitman and the Company regarding its operations or procedures. A copy of this Form 8-k has been provided to Dr. Gitman.
Concurrent with the resignation of Dr. Gitman, the Board of Directors appointed Dan Oran to the Board of Directors.
There are no family arrangements between Mr. Oran and any person or entity affiliated with the Registrant.
Over the past 10 years, Mr. Oran has not: (a) been involved as a general partner or executive officer of any business, which has filed a bankruptcy petition; (b) been convicted in a criminal proceeding or a named subject of a pending criminal proceeding; (c) been found in a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law; (d) been the subject of any order, judgment or degree, permanently or temporarily enjoining him from or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction, merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or engaging in any activity in connection with any violation of federal or state securities laws or federal commodities laws. Further, Mr. Oran has never been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding relating to an alleged violation of any federal or state securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease and desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.
Mr. Oran shall be compensated $ 7,500 per month as Director.
Item 9.01 Financial Statements and Exhibits.
|Exhibit No.||Description of Exhibit|
|10.1||Subscription Agreement between the Registrant and Dan Oran dated June 30 th 2017|
|10.2||Director Agreement between the Registrant and Dan Oran dated June 30 th 2017|
|17.1||Jacob Gitman resignation and Dan Oran appointment as Director dated June 30 th 2017|
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|BLACKPOLL FLEET INTERNATIONAL, INC.|
|Date: July 13 th 2017|
|By:||/s/ Dan Oran|
|Chief Executive Officer|
BOARD MEMBER AGREEMENT
This Board Member Engagement and Compensation Agreement (“ Agreement ”) is made and entered into as June 30 th , 2017(“ Effective Date ”) between Blackpoll Fleet International, Inc. (the “ Company ”) and Mr. Dan Oran (the “ Director ”).
|1.||Background . The Company’s Board of Directors has appointed this Director to perform the services of a director, as set forth in Company documents and as expanded if/when the Company’s Board roles evolve. In furtherance thereof, the Company and the Director desire to enter into this Agreement.|
|2.||Term . This Agreement shall commence on the Effective Date and remain in effect until termination of this Agreement in accordance with the termination provisions cited in Section 5 of this Agreement.|
|3.||Actions. It is anticipated that the Director will participate in quarterly Board of Directors meetings,provide input, advice and direction and be available to assist efforts to grow the business on a daily basis.|
|4.||Consideration . As full consideration, the Company shall compensate Director $ 7,500 per month at the completionof the month ofservice. In addition to the compensation described above (unless comparable compensation is provided for under the terms of a separate employment or consulting agreement) or such compensation cannot be paid because of conflicts with applicable laws:|
|A.||In the event Director directly arranges or directly provides funding for Company or an affiliate of the Company, Director shall be entitled to compensation of 5% of the net proceeds of such funding.|
|B.||In the event Director directly arranges for an acquisition of or by the Company or an affiliate of the Company, Director shall be entitled to compensation of 5% of the acquisition.|
|C.||In the event Director generates business for Company, then, on any sales resultingtherefrom, Director shall be entitledto commission equal to 10% of the net proceeds received by Company therefrom on a continuing basis payable in cash from Revenues directlyarranged byDirector.|
|5.||Company’s Proprietary Rights and Non-Disclosure of Confidential Information|
|A.||Obligation . The Director will hold the Company’s Confidential Information, as defined below, in the strictest confidence and will not disclose or use the Confidential Information, except as permitted by this Agreement, unless expressly authorized to act otherwise in writing by an officer of the Company or as otherwise required by law or valid and binding judicial order. The Director’s obligations under this Section shall survive any termination of this Agreement. In addition, the Director recognizes that he/she will be exposed to, have access to and be engaged in the development of information (including tangible and intangible manifestations) regarding the patents, copyrights, trademarks, and Confidential Information of the Company. The Director acknowledges and agrees that all this information, whether presently existing or developed in the future, which is not the subject of a patent, patent application, copyright, trademark or trade secret either owned by the Director or in the public domain prior to the Effective Date, is the sole property of the Company and its assigns.|
|B.||Confidential Information . “ Confidential Information ” means trade secrets, confidential information, data or any other proprietary information of the Company. By way of illustration, but not limitation, “Confidential Information” includes (a) information relating to the Company’s technology, including inventions, ideas, processes, formulas, data, know-how, experimental results and techniques; and (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers and the skills and compensation of the Company’s employees. However, “Confidential Information” does not include information that is (as demonstrated by written evidence):|
|1.||already known to the Director at the time of the disclosure;|
|2.||publicly available or becomes publicly available through no breach of the Director or any party under the Director’s dominion and control;|
|3.||independently developed by the Director; or|
|4.||Rightfully first received by the Director from a third party other than the Company.|
|C.||No Conflicting Obligations . The Director represents and warrants that the Director’s performance of this Agreement and his/her service as a director of the Company do not and will not breach or conflict with any agreement to which the Director is or becomes a party.|
|D.||Third-Party Confidential Information . The Director understands that the Company has received and in the future, will receive from third parties information that is confidential or proprietary (“ Third-Party Information ”) subject to a duty on the part of the Company to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of this Agreement and thereafter, the Director will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between the Company and such third party, unless expressly authorized to act otherwise by an officer of the Company in writing (other than an officer who is also a principal of the Director).|
|6.||Termination. Any decision by the Company and/or its Board of Directors to request termination of the Agreement will be made according to policies and procedures in place at the time of the Agreement’s signing, or as produced by the Company and its Board of Directors in the future. This Agreement shall terminate automatically on the date the Director documents his/her resignation as a director of the Company.|
|7.||Independent Contractor . The Director is hereby engaged as an independent contractor and not as an employee of the Company. In addition, the Director is providing the services under this Agreement solely at his/her own direction and under his/her own supervision. Nothing herein shall be construed as creating an employer/employee relationship between the Company and the Director or placing the parties in a partnership or joint venture relationship. The Director will not be eligible for any employee benefits, cash bonuses or other commissions. The Director will solely maintain the obligation to pay any and all taxes connected with compensation paid hereunder.|
|A.||Notices . Any notice required or permitted to be given to one party by the other party pursuant to this Agreement shall be in writing and shall be sent by machine-confirmed methods or personally delivered or sent by United States mail, certified or registered, return receipt requested, first class postage and charges prepaid, addressed to the parties as set forth below, or at such other address as shall be designated in writing as specified above by either party. Notices sent or delivered in person shall be effective on the date of delivery. Notices sent by United States mail shall be effective on the third business day following its posting.|
West Oakland Park Blvd.
Fort Lauderdale, FL 33351
West Oakland Park Blvd.
Fort Lauderdale, FL 33351
|B.||Assignment of Rights and Delegation of Duties . All rights and duties of the Company under this Agreement shall extend to its successors and assignees.|
|C.||Severable Provisions . The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provision to the extent enforceable, shall nevertheless be binding and enforceable.|
|D.||Waiver . The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any previous or subsequent breach of the same or any other provision by the other party.|
|E.||Entire Agreement . This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and may not be changed orally, but only by an agreement in writing signed by the party against whom the enforcement of any waiver, change, modification, extension or discharge is sought.|
|F.||Governing Law . This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of FL.|
|G.||Miscellaneous. The terms of this Agreement are confidential and no press release or other written or oral disclosure of any nature regarding the terms of this Agreement shall be made by either party without the other party’s prior written approval; however, approval for such disclosure shall be deemed given to the extent such disclosure is required to comply with governmental rules or a valid court order.|
|H.||Counterparts. This Agreement or any subsequent amendment or modification hereto may be executed by facsimile and/or in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same original. Each party shall accept any such signed and forwarded counterpart as full execution of this Agreement or any subsequent amendment or modification thereto.|
|I.||Pronouns. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.|
|J.||Authority. The person(s) executing this Agreement hereby represent and warrant that each respectively has the authority to execute this Agreement on behalf of the party for which he/she is executing.|
|K.||Descriptive Headings. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the parties hereto.|
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
|Director: Dan Oran|
|Company: Blackpoll Fleet International, Inc.|
|Name: Dan Oran|