Item 1.01 Entry Into a Material Definitive Agreement
Asset/Share Exchange Agreement
Hemp Technology, a Wyoming corporation (the "Registrant" or "the Company") and
its wholly owned subsidiary 4033002, a newly formed Wyoming Corporation entered
into a Asset/Share Exchange Agreement and corresponding Bulk Asset Sale
Agreement with Cannary Packaging, Inc., ("Cannary"), a private British Columbia
company (see Exhibit 10.7).
Under the terms of the Asset/Share Exchange Agreement, Cannary agreed to
exchange its assets to 4033002, the Registrant's subsidiary. The assets were
valued at approximately $2,200,000 and were exchanged for 4,856,202 of the
Registrant's unregistered restricted common shares (the "Issued Shares") of
newly-issued common stock to existing shareholders of Cannary based on the
pro-rata ownership in Cannary. Following the acquisition, the Company will have
9,784,274 common shares issued and outstanding. The Company has 50,000,000,000
authorized shares.
The purpose of acquiring these Assets is twofold: 1) 4033002 becomes the
operating asset acquisition subsidiary for the Registrant; and 2) the
acquisition of these assets helps qualify Registrant for a NASDAQ listing. A
NASDAQ listing requires shareholders equity of at least $2,000,000.
Item 3.02 Unregistered Sales of Equity Securities
Issuance of 4,856,202 unregistered restricted shares
On July 8, 2020, the Effective Time of the Asset/Share Exchange Agreement, the
Registrant, on behalf of its subsidiary 4033002 issued 4,856,202 unregistered
restricted common shares, representing approximately 49% of the total issued and
outstanding common shares to the shareholders of Cannary in order to satisfy the
terms of an Asset/Share Exchange Agreement. The unregistered restricted shares
were issued to the former shareholders of Cannary.
The shares were issued pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act. We believed that Section 4(2) was available
because the offer and sale did not involve a public offering and there was no
general solicitation or general advertising involved in the offer or sale.
The shareholders of Cannary held a special shareholder meeting, where they were
given an opportunity to vote on the exchange of the assets of Cannary for
restricted shares in the Registrant. The management of the Registrant, who was
also management of the Company, was available to answer shareholder questions.
The Company did not engage in any form of general solicitation or general
advertising in connection with this transaction. The Cannary shareholders were
provided access to all material information and were afforded access to our
management in connection with this transaction. These shareholders acquired
these securities for investment purposes and not with a view toward
distribution, acknowledging such intent to us. They understood the ramifications
of their actions. The shares of common stock issued contained a legend
restricting transferability absent registration or applicable exemption.
The Cannary shareholders received their shares in the Registrant based on their
pro-rata ownership in Cannary.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On July 8, 2020, the Board of Directors, in accordance with the terms of the
Asset/Share Exchange Agreement, the Company appointed two new directors. Prior
to this appointment, the Board consisted of one member. The By-laws of the
Company state, "The authorized number of directors shall be not less than one
nor more than nine."
The new Board Members include: Mr. Chad Costa, who is currently the President of
the Registrant; and Walter Schredl, who is currently Chief Financial Officer of
the Company. The new directors will serve on the Board of Directors until such
time as their successors shall be elected and shall qualify or until the earlier
of their death, resignation or removal in the manner provided for in the By-laws
of the Company.
The new Board Members were appointed to the Board based on the terms of the
Asset/Share Exchange Agreement and the By-laws that state a Director can be
added by a resolution adopted by its directors.
No agreements exist among present or former controlling stockholders or
directors of the Registrant with respect to the election of the members of the
board of directors, and to the Registrant's knowledge, no other agreements exist
which might result in a change of control of the Registrant.
CURRENT DIRECTORS AND OFFICERS
The names, ages and positions of the Company's director and executive officer
are as follows:
Name Position Age Date First Appointed Director
Michael Shenher Chairman, Chief Executive 55 February 14, 2006
Officer and Director
Chad Costa Director and President 36 July 7, 2020
Walter Schredl Director and Chief Financial 52 July 7, 2020
Officer
Business Experience
The following is a brief account of the education and business experience during
at least the past five years of each director and executive officer, indicating
the person's principal occupation during that period, and the name and principal
business of the organization in which such occupation and employment were
carried out.
Michael Shenher - Chairman, Chief Executive Officer, and Current Director
Mr. Shenher has been our Chief Executive Officer since February 14, 2006 and was
our President from February 14, 2006 until March 1, 2019. Since 2006, Mr.
Shenher has also been the President and Chief Executive Officer of General
BioEnergy Inc., a company he founded. General BioEnergy Inc. was originally an
alternative energy company and evolved into a bio oil refinery enterprise
specializing in petroleum and protein-based product supplements and replacements
such as General BioEnergy Inc.'s 'MOPO' brands of environmentally friendly
high-performance lubricants. Mr. Shenher's employment background also includes:
Chief of Staff to a Canadian Federal Member of Parliament from 2004 to 2007;
General Manager of Shenher Insurance and Financial Services from 1997 to 2006;
and Regional Manager of Equifax Canada Inc. from 1992 to 1997. Mr. Shenher is
also founder and Vice President of Shenher Real Estate and Mortgage Ltd. Mr.
Shenher has participated on Saskatchewan's roundtable contributing to the Canada
West Foundation's position paper entitled 'Canada's Power Play: The Case for a
Canadian Energy Strategy for a Carbon-Constrained World' and Mr. Shenher is a
former member of the 'Biofuels and Bioproducts Sector Team' of Enterprise
Saskatchewan which reports directly to the Saskatchewan Minister of Enterprise
on alternative energy policy matters. Mr. Shenher is a 2005 recipient of the
Saskatchewan Centennial Medal of Honour and is a former board member of City of
Regina Parks and Recreation Advisory Board; the Better Business Bureau; and
numerous other community, charity, sports and business advocacy boards.
Chad Costa - President and New Director
Mr. Costa brings to the Company, business experience in managing corporate
teams, developing business strategies, risk management and start-up business
experience. Mr. Costa is a serial entrepreneur in multiple industries. Mr. Costa
founded Pettanicals Pet Treats Inc., in 2016. Pettanicals produces high quality
pet health supplement products derived from hemp oil combined with 100% natural
ingredients. Mr. Costa is a co-founder of Cannary Packaging Inc., which was
established in 2018. Cannary Packaging is a wholesale provider of packaging
supplies, branding and marketing. From 2013 to 2017, Mr. Costa coached,
specialized and ran his on-ice hockey training program in Kelowna, British
Columbia, Canada.
Mr. Costa is qualified to serve on our board of directors because of his
extensive business experience derived from past and current occupation(s).
Walter Schredl, Chief Financial Officer and New Director
Mr. Walter Schredl, as Chief Financial Officer brings to the Company three
decades of diverse and progressive experience in finance, operational
management, senior level business process analytics, and change management. His
work experience includes extensive work overseas functioning within and leading
large-volume work environments, while achieving high levels of stakeholder
satisfaction. Prior to his role as CFO for Hemp Technologies, Mr. Schredl worked
for:
? Cannary Packaging Inc., Kelowna, BC, Canada, President & CFO (2019 - present)
? Self Employed Business Consultant, Kelowna, BC, Canada/Malta/USA/Cayman,
President (2016 - 2019)
? Maritime Operations Inc, Kelowna, BC, Canada/Valletta, Malta, CEO (2016 -
present)
? Maritime Training & Certification International, Grand Cayman, Cayman Islands,
Managing Director (2016 - present)
? International Yacht Training Worldwide Inc., Kelowna, BC, Canada/Ft.
Lauderdale, FL, Director of Training & Operations (2010-2016)
Education: Master's Degree in Business Administration (MBA) Finance accredited
by the Canadian Institute of Management. Graduate Degree from the Australian
Institute of Business.
Mr. Schredl is qualified to serve on our board of directors because of his
extensive business experience derived from past and current occupation(s).
Compensation of Directors
No director receives any fee, salary or commission for service as a director at
this time. Until such time as the Company can generate sufficient revenues, no
such arrangement is contemplated.
Beneficial Stock Ownership of Directors/Officers
The following table sets forth, as of July 8, 2020, contains certain information
with respect to the beneficial ownership of our common stock by each of our
directors and our executive officers and directors as a group following the
Asset/Share Exchange Agreement:
Name of Beneficial Amount and Nature of Percentage of
Owner Title of Class Beneficial Ownership(1) Class(1)(2)
Michael Shenher
P.O. Box 991007
Louisville, KY 40269 Common Stock 1,904,519 (3) 19.5 %
Chad Costa
P.O. Box 991007
Louisville, KY 40269 Common Stock 2,662,296 (4) 27.2 %
Walter Schredl
P.O. Box 991007
Louisville, KY 40269 Common Stock 957,199 9.8 %
All executive officers
and directors as a
group (3 persons) Common Stock 5,524,014 56.5 %
Notes
(1) Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Common stock subject to options or warrants
currently exercisable or exercisable within 60 days, are deemed outstanding for
purposes of computing the percentage ownership of the person holding such option
or warrants but are not deemed outstanding for purposes of computing the
percentage ownership of any other person.
(2) Percentage of ownership is based on 9,784,274 shares of our common stock
issued and outstanding as of July 8, 2020.
(3) Includes 115 shares of our common stock held by family members.
(4) Includes 209,003 shares of our common stock held by family members.
Item 8.01 - Other Events
Share corrections
In reviewing the number of shares issued to complete the Bulk Asset Sale
Agreement with Cannary Packaging, Inc., the Company recently recognized a
clerical error. Cannary Packaging at the time of transfer of the assets had both
Series A and Series B common shares. The Series A and Series B shares were
converted so that the Cannary shareholders would receive the pro-rata ownership
in the transaction. Upon conversion of the Series A shares, a clerical error was
made, whereby an additional 112,675 restricted common shares were issued.
Additionally, in the conversion calculations, Chad Costa, President was issued
355,557, restricted common shares, when his pro-rata ownership should have been
337,778 restricted common shares.
These clerical errors were disclosed in filing a Form 8-K on December 16, 2020
and an amended Form 8-K/A on February 4, 2021, whereby a total of 112,675
restricted common shares were issued to reflect these adjustments. This clerical
error resulted in another clerical error, whereby the 112,675 restricted common
shares resulted in exceeding the 49% threshold of shares issued for the purchase
of the Cannary assets. The Board of Directors only approved that purchase of
Cannary Packaging provided it did not exceed 49% in order to keep this
transaction a Bulk Asset Purchase rather than a change of control.
Certain Relationships and Related Transaction
The Registrant entered into an Asset/Share Exchange Agreement with Cannary
Packaging, Inc. a private British Columbia, Canadian company. Under the terms of
the Exchange Agreement, Cannary agreed to exchange bulk assets for 4,856,202
unregistered restricted common shares of the Registrant, which represented
approximately 49% ownership of the Registrant. The officers and largest
shareholder (NAM Holdings) of the Registrant Company, were the control people
and largest owners of Cannary Packaging. They received unregistered restricted
common shares of the Registrant based on the pro-rata ownership of Cannary
Packaging.
Cancellation of Shares
On October 29, 2021, the Company's Board of Directors unanimously approved the
cancellation of 112,673 common shares held by the officers and the 5%+
shareholder of the Company, to be returned to the corporate treasury. This
included: Michael Shenher, CEO to cancel 23,724 shares; Chad Costa, President to
cancel 41,501 shares (adjusted for the clerical error); Walter Schredl to cancel
23,724 shares; and NAM Holdings, Inc. to cancel 23,724 shares. The shares being
cancelled will correct the clerical error, noted above. These shares are being
returned to the Company's authorized transfer agent for cancellation.
Summary of above transactions
Initial shares issued to Cannary shareholders July 8, 2020 4,856,202
Subsequent share corrections
Shares issued/cancelled due to clerical errors
December 16, 2020 106,452
February 4, 2021 6,223
October 29, 2021 (17,778 )
Shares cancelled by officers October 29, 2021 (71,172 )
Shares cancelled by 5%+ shareholder October 29, 2021 (23,724 )
Total shares issued to Cannary shareholders 4,856,203
Total shares issued at time of acquisition, adjusted
for above corrections
9,784,275
Item 9.01 - Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits:
Incorporated by reference
Filed Period
Exhibit Exhibit Description herewith Form Ending Exhibit Filing Date
10.7 Asset/Share Exchange
Agreement, among Hemp
Technology, its subsidiary
4033002, and Cannary Packaging,
Inc. 8-K 10.7 7/10/2020© Edgar Online, source Glimpses
RCMW GROUP, INC. 
