Stemtech Corp 8-K, filed Apr 15, 2021
Stemtech Corp (STEK)
About this 8-K
Stemtech Corp filed this 8-K on April 15, 2021, reporting on events of March 22, 2021.
Items reported
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
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) | March 22, 2021 |
| Globe Net Wireless Corp. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 333-172172 | 000-0000000 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2302-3 Pacific Plaza 410 Des Voeux Road West Hong Kong, China
(Address of principal executive offices)
Registrant’s telephone number, including area code (852) 37-55-8010
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) |
| [ ] | 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)) |
| Form 8-K | Globe Net Wireless Corp. | Page 2 |
Information to be included in report
| Item 5.01. | Changes in Control of the Registrant. |
On March 22, 2021, Kirk Reed and Gustavo Americo Folcarelli entered into an entered into a share assignment agreement for the assignment of 2,000,000 shares in the capital of Globe Net Wireless Corp.
As a result of the assignment of the 2,000,00 shares, there was a change in control in the voting shares of Globe Net. Kirk Reed is now the beneficial owner of 18.5% of the issued and outstanding shares of common stock in the capital of Globe Net and Mr. Folcarelli owns no shares of common stock in the capital of Globe Net.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Effective March 22, 2021 Kirk Reed consented to and was appointed the President, the Chief Financial Officer, the Treasurer, the Corporate Secretary and director of Globe Net.
Mr. Reed is a management executive with over 24 years experience in corporate development. He has been a director and management of companies in both the private and public sectors in oil and gas, mining, and technology. Mr. Reed has recently been focusing on development, structure and finance for alternative energies, recycling and clean technologies. As a CEO and Director of projects in North and South America he has developed strong leadership, organizational and finance skills. Mr. Reed brings an extensive contact base and a goal oriented purpose driven approach to corporate development and management.
Also, on March 22, 2021, Gustavo Americo Folcarelli resigned as the President, the Chief Financial Officer, the Treasurer, and the Corporate Secretary, and as a director of Globe Net.
The board of directors of Globe Net currently consists of Kirk Reed as the sole director and as the President, Chief Executive Officer, the Chief Financial Officer and the Corporate Secretary of Globe Net.
Mr. Folcarelli did not resign as a result of any disagreement with Globe Net.
During the past three years, Mr. Reed has not served as a director of any listed companies.
There is no family relationship among the directors or officers of Globe Net
During the last two years, there has been no transaction or proposed transaction that Globe Net was or is a party to in which Mr. Reed had or is to have a direct or indirect material interest.
| Exhibit No | Description | |
| 10.2 | Assignment Agreement |
| Form 8-K | Globe Net Wireless Corp. | Page 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Globe Net Wireless Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.
| Globe Net Wireless Corp. | ||
| Dated: April 15, 2021 | By: | /s/ Kirk Reed |
| Kirk Reed – President & CEO | ||
Exhibit 10.2
ASSIGNMENT AGREEMENT
ASSIGNMENT AGREEMENT (the “Agreement”), dated as of March 22, 2021, by and between Gustavo Americo Folcarelli (“Assignor”) and Kirk Reed (“Assignee”).
The Seller is the holder of 2,000,000 shares of common stock (the “Shares”) issued by Globe Net Wireless Corp. (the “Company”), in connection with Seller’s role as chief executive officer of the Company (the “Shares”).
Assignor desires to assign Shares to Assignee, and Assignee desires to receive Shares from Assignor. Parties are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”);
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. ASSIGNMENT OF SHARES.
a. The date and time of the Assignment of the Shares pursuant to this Assignment shall be no later than March 22, 2021.
2. PARTIES REPRESENTATIONS AND WARRANTIES. The Parties represents and warrants that:
a. Accredited Purchaser; Assignee represents that it is an “Accredited Investor” as defined in Regulation D under the Securities Act of 1933. Assignee reserves the right to transfer the Shares at any time in accordance with Federal and state securities laws.
b. Governmental Review. Assignee understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Shares thereunder.
c. Title. Assignor has good and marketable title to the Shares.
Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL OR STATE COURTS LOCATED IN NEVADA COUNTY, NEVADA WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT.
Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Assignment Agreement to be duly executed as of the date first above written.
| ASSIGNOR | |
| /s/ Gustavo Americo Folcarelli | |
| Gustavo Americo Folcarelli | |
| ASSIGNEE | |
| /s/ Kirk Reed | |
| Kirk Reed |