Item 1.01 Entry into a Definitive Material Agreement.
On September 25, 2020, in connection with the consummation of the Share Sale
Transaction described under item 5.01 below, E-Waste Corp., a Florida
corporation (the "Company"), entered into a Debt Settlement Agreement and Mutual
General Release (the "Debt Settlement Agreement") with GEM Global Yield Fund LLC
SCS, a company incorporated and existing under the law of Luxembourg ("GEM"),
pursuant to which the Company paid GEM the amount of $252,750 (the "Settlement
Amount") as full and complete payment, and in full satisfaction, of the total
outstanding debt the Company owed to GEM. GEM had previously made advances to
the Company in the aggregate amount of $447,451 to pay certain expenses of the
Company (the "GEM Loan"). Pursuant to the Debt Settlement Agreement, GEM
discharged the Company from any further obligations it may have had to GEM to
repay any further amounts due under the GEM Loan, and the Company and GEM
released each other from any claims they may have had against each other, with
respect to the GEM Loan, or otherwise.
The foregoing description of the Debt Settlement Agreement is not complete and
is qualified in its entirety by reference to the full text of the Debt Exchange
Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On September 25, 2020, the Company received a loan of $255,000 from Peter L.
Coker, Sr. (the "Coker Loan"). To evidence the Coker Loan, the Company issued
to Mr. Coker a promissory note in the principal amount of $255,000 (the "Note"),
with a maturity date of September 25, 2021. Interest on the Note accrues on the
principal amount at the rate of eight percent (8%) per annum, and shall be paid
on a quarterly basis, in the amount of $5,100 per quarter, on the following
dates: December 25, 2020, March 25, 2021, June 25, 2021 and September 25, 2021.
The Company may prepay any amounts due under the Note without penalty or
premium. The Company used $252,750 of the proceeds from the Coker Loan to pay
the Settlement Amount to GEM, as further described under Item 1.01 above. The
remaining $2,250 of proceeds will be used by the Company for working capital and
general corporate purposes.
The foregoing summary of the Note does not purport to be complete and is
qualified in its entirety by reference to the Note, a copy of which is filed as
Exhibit 4.1 to this report and incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
On September 25, 2020, GEM, the Company's controlling stockholder, closed a
stock purchase and sale transaction pursuant to which GEM sold 6,000,000
restricted shares (the "Shares") of the Company's common stock to Global Equity
Limited, a company incorporated and existing under the laws of People's Republic
of China ("Global"), at a purchase price of $0.005 per share, or an aggregate
purchase price of $30,000 (the "Share Sale Transaction"). Global has advised
that it used working capital to purchase the Shares. The Shares purchased by
Global represented 50.0% of the Company's issued and outstanding shares of
Common Stock as of the date of the closing of the Share Sale Transaction.
Therefore, the Share Sale Transaction resulted in a change in control of the
Company.
As further described under Item 5.02 below, in connection with the consummation
of the Share Sale Transaction, John D. Rollo was appointed as the Company's sole
officer and director.
The Company is a shell company, as that term is defined in Rule 12b-2 of the
Exchange Act of 1934, as amended. The Company is seeking a business combination
with a private entity whose business would present an opportunity for its
shareholders. However, the Company is not currently aware of any arrangements
the operation of which would at a subsequent date result in a change in control
of the Company.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On September 25, 2020, in connection with the consummation of the Share Sale
Transaction described under item 5.01 above, Peter de Svastich, the Company's
President, Treasurer and Secretary, and the sole member of the Company's board
of directors, resigned from all positions he held with the Company. To the
knowledge of the Company, Mr. de Svastich's resignation was not the result of
any disagreement with the Company on any matter relating to the Company's
operations, policies or practices. In connection with Mr. de Svastich's
resignation, he relinquished his roles as the Company's "Principal Executive
Officer" and "Principal Financial and Accounting Officer" for Securities and
Exchange Commission ("SEC") reporting purposes.
Effective immediately upon Mr. de Svastich's resignation, John D. Rollo was
appointed as the Company's Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer, and as the sole member of the Company's
board of the directors. In connection with his appointments, Mr. Rollo was
designated as the "Principal Executive Officer" and "Principal Financial and
Accounting Officer" of the Company for SEC reporting purposes.
John D. Rollo, 66, has served as Patient Transporter for Atlantic Health
Systems, a company in the health care industry, since March 2020. Prior to
this, from January 2010 to November 2019, Mr. Rollo served as Chairman of the
Board for Switching Technologies Gunther, LTD ("STG") in Chennai, India. STG is
a reed switch and sensor manufacturing company, which is publicly traded on the
BSE (Bombay Stock Exchange). From January 2002 to November 2019, Mr. Rollo
served as VP of Operations at Comus International in Clifton, NJ. Comus is an
international switching and sensor manufacturing company with operations in the
USA, India, Belgium, and England. From January 2015 to November 2019, Mr. Rollo
served as a Director of Comus Electronics and Technologies India Private, LTD in
Chennai, India. From March, 2007 to the present, Mr. Rollo has been Head of the
Buildings & Grounds Committee for Rosedale Cemetery in Montclair, NJ. Mr. Rollo
holds a Associates Degree in Business from Ealing Technical College in London,
England, which he received in 1977.
The Company's Board of Directors believes Mr. Rollo's extensive knowledge and
background with regard to management, along with his leadership skills and
entrepreneurial spirit, will aid the Company to succeed going forward.
There are no arrangements or understandings between Mr. Rollo and any other
person pursuant to which he was appointed as a director of the Company. Further,
there are no transactions since the beginning of the Company's last fiscal year,
or any currently proposed transaction, in which the Company is a participant,
the amount involved exceeds $120,000, and in which Mr. Rollo had, or will have,
a direct or indirect material interest.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
4.1 Promissory Note, dated September 25, 2020, issued to Peter L.
Coker, Sr., in the principal amount of $255,000
10.1 Debt Settlement Agreement, dated September 25, 2020, by and
between GEM and the Company
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