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): March 11, 2019

 

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NEON BLOOM, INC.

(Exact Name of Registrant as Specified in Its Charter)

  

Nevada   000-56029   20-8018146
(State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification No.)
         
99 Wall Street, Suite 542        
New York, NY       10005
(Address of principal executive offices)       (Zip Code)

 

(631) 991-5461

(Registrant’s telephone number, including area code) 

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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 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. [_]

   

 

 

 

 

     
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 15, 2019, the Company closed a Share Exchange Agreement (the “Share Exchange Agreement”) dated February 1, 2019 with Neon Bloom, Inc. Pursuant to the terms of this agreement in exchange for 100% of the Neon Shares (50,053,124 shares) the Company will issue in the name of the Neon Stockholder a stock certificate for 50,053,124 shares of its common stock. The agreement will be a 1 for 1 share swap between the two companies. This Share Exchange Agreement will take effect post reverse split of the current outstanding shares of Phoenix International Ventures, Inc. The merger will be accounted for as a “reverse acquisition” and recapitalization.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

On March 11, 2019, Neon Bloom, Inc. (the “Company”) filed a correction to the Amended Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, to (i) change its name from “Phoenix International Ventures, Inc.” to “Neon Bloom, Inc.” (“Name Change”) and to (ii) effect a 1-for-50 reverse stock split (“Reverse Split”). The Name Change and Reverse Split became effective with the State of Nevada on March 11, 2019 and with the Financial Industry Regulatory Authority, Inc. (“FINRA”) effective as of March 18, 2019 (“Effective Time”).

 

At the Effective Time, each 50 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), issued and outstanding were converted and reclassified into one share of the Company’s Common Stock. Currently, the company has 14,085,285 common shares outstanding, post-split the common shares outstanding will be reduced to approximately 281,706 common shares. No fractional shares of the Company’s Common Stock were issued in connection with the Reverse Split. Shareholders who would otherwise be entitled to a fractional share will instead receive a new certificate rounding up their fractional share to the next nearest full share.

 

On March 18, 2019, the Company’s Common Stock will begin quotation on OTC Market under the new name and a trading symbol of “PIVND”. The “D” will be removed in 20 business days and the symbol will change to “NBCO”.

 

In addition, the common stock of NBCO will trade under a new CUSIP number 640503 108, with the par value per share remaining at $.001.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

   

Exhibit Index

 

Exhibit No. Exhibit Description                                    
3.1 Amended Certificate of Incorporation
3.2 Plan of Merger Agreement.

 

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.

 

Date:  March 15, 2019       Neon Bloom, Inc.
         
    By:   /s/ Douglas DiSanti
        Douglas DiSanti
        Chairman & CEO

 

 

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Exhibit 3.1

 

 

 

Certificate of Correction

(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)

 

1. The name of the entity for which correction is being made:

 

Neon Blum, Inc.

 

2. Description of the original document for which correction is being made:

 

Amendment to authorize name change to Neon Blum, Inc. and conduct a 1 for 50 reverse stock split for its common stock with a par value of $0.001, Amendment 20190081302-22

 

3. Filing date of the original document for which correction is being made: 2/25/2019

 

4. Description of the inaccuracy or defect:

 

The spelling of the name is incorrect.

 

5. Correction of the inaccuracy or defect:

 

The name of the Company shall be Neon Bloom, Inc.

 

6. Signature:

 

/s/ Douglas DiSanti                   CEO                  02/26/2019

Authorized Signature                Title                   Date

 

 

 

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NEVADA STATE BUSINESS LICENSE

 

NEON BLOOM, INC.

Nevada Business Identification #NV20061208529

 

Expiration Date: August 31, 2019

 

 

In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada.

 

Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration.

 

 

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Exhibit 3.2

 

Merger Agreement

 

THIS MERGER AGREEMENT ("Agreement") is made on February 1 , 2019 by and between Neon Bloom, Inc., 99 Wall Street, #542, New York, New York 10005, ("NEON"), and Phoenix International Ventures, Inc. of 340 W. 42nd Street, FL 2, New York, New York 10036, (the "PHOENIX").

 

On completion of the merger, NEON will be dissolved leaving PHOENIX as the surviving business which will be known as Neon Bloom, Inc. after the merger is complete. The surviving business will be registered in the state of Nevada. The "Effective date" of the merger will be March 15, 2019.

 

RECITALS

 

NEON Dissolving Entity

NEON is a C-Corporation duly organized, validly existing, and in good standing under the laws of Nevada.

 

PHOENIX Surviving Entity

PHOENIX is a C-Corporation duly organized, validly existing, and in good standing under the laws of Nevada.

 

Phoenix International Ventures, Inc. Final Entity

Phoenix International Ventures, Inc. is to be the surviving business entity, as that term is defined in the state statute, to the merger described in this agreement.

 

MERGER

Surviving Business Entity

Subject to the terms and conditions of this Agreement, on the Effective Date mentioned above, NEON shall be merged with and into surviving entity under the laws of the state of Nevada. As a result of the Merger, the separate corporate existence of NEON shall cease and the entity shall continue as the surviving business entity Neon Bloom, Inc.

 

Certificate of Merger

PHOENIX shall file a certificate of merger with the Secretary of State, as required by the laws of the state of Nevada. The certificate shall be signed and acknowledged by the required number of partners or members of all constituent entities. Certified copies of the certificate of merger shall be filed in the office of the recorder in all counties in which NEON holds real property.

 

Effective Date of Merger

The merger shall be effective on the date of filing of the certificate of merger.

 

 

 

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TERMS AND CONDITIONS

Negative Covenants

Between the date of this Agreement and the date on which the merger becomes effective, each constituent entity will not:

 

- Except in the ordinary course of business and for adequate value, dispose of any of its assets.

 

Further Assignments or Assurances

If at any time PHOENIX considers or is advised that any further assignments or assurances in law are necessary to vest or to perfect or to confirm of record in PHOENIX the title to any property or rights of disappearing entity, or otherwise carry out the provisions of this Agreement, the entities agree that the managers of NEON, as of the effective date of the merger, will execute and deliver all proper deeds, assignments, confirmations, and assurances in law, and do all acts that the surviving entity reasonably determines to be proper to vest, perfect, and confirm title to such property or rights in PHOENIX, and otherwise carry out the provisions of this Agreement.

 

Conversion

(a) At the effective date of the merger, each common share in NEON will be converted into a 1 for 1 share exchange with PHOENIX.

(b) No fractional interests of Neon Bloom, Inc. after the merger will be issued to the holders of interests of NEON. However, holders who would otherwise be entitled to receive a fraction of an interest of Neon Bloom, Inc. on the basis of the conversion provided for in this article will instead receive shares that are rounded up.(

c)   Each common share of PHOENIX will be reverse split by a 50 for 1 share reduction before the merger is completed with NEON.

(d) Post reverse split each shareholder of PHOENIX will own their number of shares of the surviving entity after the merger. NEON shareholders will swap on a 1 for 1 basis of the new surviving entity after the merger.

(d) No fractional interests of PHOENIX before merger will be issued to the holders of interests of the surviving entity after the merger.

 

Exchange

If any interest of NEON being exchanged in connection with this merger is evidenced by a certificate, each holder of that interest must surrender the certificate or certificates, properly endorsed, to the surviving entity or its transfer agent, and will receive in exchange a certificate or certificates representing the number of interests of the surviving entity into which the interests of NEON have been converted.

 

MANAGEMENT OF SURVIVING ENTITY

Management and Control

The partners or managers of the surviving entity have the sole and exclusive control of the business, subject to any limitations in the articles and operating agreement of the surviving entity.

 

 

 

 

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Directors and Officers

The initial Board of Directors of the Surviving Entity will consist of 5 Directors. Disappearing entity shall be entitled to nominate 5 members of the Board of Directors of the surviving entity. The five board members who will be nominated after the merger are as follows:

1) Douglas DiSanti
2) Mauricio Sernande III
3) Werner Huisman
4) Dr. Jason Noh
5) Margaret Dombrowski

 

The officers of the entity will be as follows after the merger is completed:

CEO & CFO - Douglas DiSanti

President & COO - Mauricio Sernande III

CMO & Creative Director - Jonathan Buck

 

SUCCESSION PLAN FOR SURVIVING ENTITY

After the merger is completed the surviving entity will be Phoenix International Ventures, Inc. At which time the surviving entity will change its name to Neon Bloom, Inc. At this point, the surviving entity will continue to operate with the current officers and directors of the entity that is being merged (please see above). The surviving entity will invest in agriculture and innovative technologies with the goal of helping those around the world who need the most assistance. Neon Bloom, Inc. has identified that the world population is expected to grow to 10 Billion people by 2050. That represents an increase of over 50% of the current food production today. Our firm's mission is to help meet this demand. We plan on growing industrial hemp which has now become federally legalized after the passing of the Farm Bill at the end of 2018 as well as other crops to continue to help meet the need of the worlds food requirements.

 

Our firm will also analyze different technologies to invest in the agriculture space. There is currently not enough agricultural land to meet future demands. It is our goal and mission to explore unique farming techniques which will reduce the footprint needed to grow food.

 

INTERPRETATION AND ENFORCEMENT

Notices

Any notice, request, demand, or other communication required or permitted under this Agreement may be delivered in person, delivered by certified mail, return receipt requested, or delivered by facsimile transmission. Deliveries by certified mail or by facsimile transmission will be sent to the address of the respective party as first indicated above or as may be updated in the future in writing by either party.

 

Counterpart Executions

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

Partial Invalidity

If any term of this agreement is held by a court of competent jurisdiction to be void and unenforceable, the remainder of the contract terms shall remain in full force and effect

 

 

 

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Applicable Law

The validity, interpretation, and performance of this agreement shall be controlled by and construed under the laws of the State of Nevada.

 

Approvals

The office bearers and members of each constituent entity to this Merger Agreement have approved by the voting percentages required by the articles, operating agreement, and law the terms and conditions of this Agreement.

 

This Merger Agreement shall be signed by Douglas DiSanti, Chairman & CEO, on behalf of Neon Bloom, Inc. and by Douglas DiSanti, CEO on behalf of Phoenix International Ventures, Inc..

 

 

 

 

Neon Bloom, Inc.:

 

/s/ Douglas DiSanti       02/12/19                             

By Douglas DiSanti, Chairman & CEO

 

 

Phoenix International Ventures, Inc.:

 

/s/ Douglas DiSanti       02/12/19                             

By Douglas DiSanti, CEO

 

 

 

 

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