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): July 21 st 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 1 – Registrant’s Business and Operations
|Item 1.01||Entry into a Material Definitive Agreement.|
On July 21 st , 2017, Blackpoll Fleet International, Inc. (the “ Registrant ”) entered into a Consignment Agreement with Jet Aviation Components & Aircraft International, Inc. (“ Jet ”). Jet grants Registrant the exclusive right to sell Inventory during term of Agreement. Registrant shall pay Jet fifty percent (50%) of the proceeds after expenses not to exceed $ 17,000 per month are paid from the sale of the Inventory. Registrant must sell minimum $ 300,000 per year to maintain exclusivity.
The Consignment Agreement contains usual and customary representations and warranties. The representations and warranties contained in the Consignment Agreement were a material inducement for the parties to close this Agreement.
Section 9 – Financial Statements and Exhibits
|Item 9.01||Financial Statements and Exhibits.|
(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.
|10.1||Consignment Agreement by and among the Registrant and Jet dated July 21 st 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 27 th 2017|
|By:||/s/ Dan Oran|
|Chief Executive Officer|
This Consignment Agreement (this "Agreement") is made effective as of July 21 st 2017 between Jet Aviation Components & Aircraft International, Inc. located at 19597 NE 10 th Ave. Building 6 Bay A North Miami, FL 33179 (“Jet”) and Blackpoll Fleet International, Inc. located at 8411 West Oakland Park Blvd. # 201 Sunrise, FL 33351 and/or its assigns (“BPOL”)
The parties agree as follows:
I. RIGHT TO SELL. Jets owns Inventory attached hereto as Exhibit “A”. In accordance with this Agreement, Jet grants BPOL an exclusive right to sell the Inventory during the term of this Agreement. BPOL agrees to devote its best efforts to sell the Inventory. All sales prices and terms of sale shall be determined by mutual agreement of the Parties.
II. PROCEEDS OF SALES. BPOL shall pay Jet fifty percent (50%) of the proceeds after expenses not to exceed $ 17,000 per month are paid from the sale of the Inventory. The amount determined in the previous sentence shall be paid to Jet on or before the 15th day following the month in which the proceeds were obtained. With each net proceeds payment, BPOL will submit to Jet a written report that sets forth the calculation of the amount of the net proceeds payment and the extent of current inventory.
III. RECORDS. BPOL shall keep accurate records regarding the quantities of the Inventory that are sold. Jet shall have the right to inspect such records from time to time after providing reasonable notice of such intent to BPOL.
IV. TITLE TO MERCHANDISE. Consigned merchandise shall remain the property of Jet until sold.
V. USE OF OFFICE FURNITURE, EQUIPMENT AND SUPPLIES. Jet shall permit BPOL to use its Office Furniture, Equipment and Supplies during the term of this Agreement per Facility Use Agreement attached hereto as Exhibit “B”
VI. PAYROLL TAXES. BPOL shall be exclusively liable for, and shall indemnify Jet against such liability for, all employee payroll taxes and insurance arising out of wages payable to persons employed by BPOL in connection with the performance of this Agreement.
VII. DEFAULTS. If BPOL fails to abide by the obligations of this Agreement as follows:
|A.||Remit the consignment payment to Jet when due, Jet shall have the option to cancel this Agreement by providing 15 day(s) written notice to BPOL. BPOL shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.|
|B.||Sell a minimum of $ 300,000 worth of said Inventory every year commencing November 1 st, 2017, JET shall have the option for 30 days after the completion of each BPOL fiscal year to terminate this Agreement if such minimum is not met.|
VIII. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days' written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.
IX. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Inventory by the other party or by any third party. In no event will BPOL be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Inventory.
X. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. BPOL shall have the right to assign its interests in this Agreement with written approval of Jet with such right not to be unreasonably denied.
XI. TERMINATION. This Agreement may not be terminated by either party other than by default as listed in VII above, by providing 15 days' written notice and giving other party option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
XII. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
XIII. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
XIV. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
XV. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XVI. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Florida.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this non-binding term sheet as of the day and year first above written.
|Blackpoll Fleet International, Inc.|
|Jet Aviation Components & Aircraft International, Inc.|
|Allen Beni, CEO|