CitroTech Inc 8-K, filed May 19, 2021
CitroTech Inc. (CITR)
About this 8-K
CitroTech Inc filed this 8-K on May 19, 2021, reporting on events of May 10, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): May 10, 2021
General Entertainment Ventures, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 033-55254-38 | 87-0485313 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
221 N. Broad Street
Middletown, DE 19709
(Address of principal executive offices) (zip code)
908-312-1014
(Registrant’s telephone number, including area code)
________________________________
(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:
[ ] 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 |
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 8.01. Other Events
On May 10, 2021, the Company acquired Strategic Asset Holdings, LLC, a Wyoming company, as a wholly owned subsidiary of General Entertainment Ventures Inc.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 2.1 | Asset Purchase Agreement |
| 10.1 | Promissory Note |
| 2 |
SIGNATURES
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.
| General Entertainment Ventures, Inc. | |||
| Date: May 19, 2021 | By: | /s/ Jason Tucker | |
| Chief Executive Officer | |||
| 3 |
Exhibit 2.1
ASSET PURCHASE AGREEMENT
This AGREEMENT (the “Agreement”) is entered into as of the 10th, day of May, 2021 by and among General Entertainment Ventures Inc., a Delaware corporation (herein referred to as “GEVI”), and Strategic Asset Holdings, LLC. (herein referred to as “Strategic”), a Wyoming Company and together, the “Parties” and each, a “Party”).
WHEREAS, Strategic shall become a Wholly-Owned Subsidiary of GEVI;
WHEREAS, GEVI believes it is in its best interests of its shareholders to acquire the Strategic business and through this action to acquire them as a Wholly-Owned Subsidiary in Exchange for a $50,000 Convertible Promissory Note bearing 7.5% interest.
IN WITNESS WHEREOF, the undersigned being the sole Director of GEVI and sole member of Strategic, this 10th Day of May, 2021.
| /s/ Jason Tucker | /s/ Jason Tucker |
| Jason Tucker - President | Jason Tucker - CEO/Director |
| Stretegic Asset Holdings, LLC | General Entertainment Ventures Inc. |
Exhibit 10.1
PROMISSORY NOTE
| Amount: $50,000 | Dated: May 10, 2021 |
For value received, for the acquisition of Strategic Asset Holdings, LLC, the undersigned Maker promises to pay to the order of Jason Tucker or his successors in interest, the sum of Fifty Thousand Dollars ($50,000.00), with interest accruing annually for one year, payable on May 10, 2022 as follows:
(a) Interest shall be payable on the due date at the rate of Seven Point Five Percent (7.5%), per annum.
(b) All principal and accrued interest shall be due and payable on May 10, 2022 This Note shall be subject to the following terms and conditions:
1. Holidays. If the due date of any payment under this Note falls on a Saturday, a Sunday, or a date that is a legal holiday under the laws of the United States, the payment for that date shall be due on the next succeeding business day.
2. “Timely Payment” Defined. Payment is timely made if it is actually received by Lender or his legal representatives on or before the date on which it is due, or if it is mailed by the United States Postal Service and is postmarked on or before the date on which it is due.
3. Medium of Payment. Payment may be made by cash, personal check, certified check, cashier’s check, money order, marketable securities, or any other additional means acceptable to Lender.
4. Where Payment Made. Payment may be made to Lender, or his/her legal representative, at (insert address) or at such other place as he/she may designate in writing from time to time.
5. Prepayment. Maker may prepay all or any portion of the principal balance of this Note and any interest payments thereunder at any time, without penalty or premium.
6. “Default” Defined. The Maker will be in default if timely payment of any payment of principal or interest is not made when due and Maker does not cure the deficiency within (30) calendar days after written notice delivered to Maker.
7. Acceleration. Whenever Maker is in default, Lender shall have the option to declare the entire principal balance and all interest accrued thereon in default, and immediately due and payable.
8. Lender’s Remedies. In the event of any default in payment of any installment and in addition to all other rights and obligations set forth herein, the Maker shall be responsible for reasonable attorneys’ fees, and legal and other expenses for the collection thereof. In addition, the undersigned hereby waives presentment, demand for payment, notice of dishonor, and all other notices or demands in connection with the delivery, acceptance, performance, default or endorsement of this Note.
9. Governing Law. This Note shall be construed under the laws of the State of Wyoming.
IN WITNESS WHEREOF, this 10th day of May, 2021.
MAKER:
/s/ Jason Tucker
Jason Tucker – CEO/Director
General Entertainment Ventures, Inc.