U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ____)*

 

 

HPC ACQUISITIONS, INC.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

40426X109

(CUSIP Number)

 

Craig Laughlin, President

HPC Acquisitions, Inc.

10935 57th Avenue No.

Plymouth, MN 55442

Telephone: 952-541-1155

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

COPIES TO:

 

Mark E. Lehman

Parsons Behle & Latimer

201 S. Main Street, Suite 1800

Salt Lake City, UT 84111

Tel: (801) 532-1234

Fax: (801) 536-6111

 

March 8, 2016

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

  

CUSIP No. 40426X109 Page 2 of 4

 

  1   Names of Reporting Persons
     
    David D. Selakovic
  2   Check the Appropriate Box If a Member of a Group (See Instructions)
    a.  ¨        b.  ¨  
     
  3   SEC Use Only
     
  4   Source of Funds (See Instructions)
     
    PF
  5   Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
    ¨
  6   Citizenship or Place of Organization
     
    Singapore

Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With		   7   Sole Voting Power
       
      16,611,000
  8   Shared Voting Power
       
      0
  9   Sole Dispositive Power
       
      16,611,000
  10   Shared Dispositive Power
       
      0

11   Aggregate Amount Beneficially Owned by Each Reporting Person
     
    16,611,000
12   Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
    ¨
13   Percent of Class Represented By Amount in Row (11)
     
    83.43%
14   Type of Reporting Person (See Instructions)
     
    IN

 

 

 

  

CUSIP No. 40426X109 Page 3 of 4

 

Item 1. Security and Issuer.

 

The title of the class of equity security to which this statement on Schedule 13D relates is the common stock, par value $0.001 per share (the “Common Shares”) of HPC Acquisitions, Inc., a Nevada corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 10935 57th Avenue North, Plymouth, MN 55442.

 

Item 2. Identity and Background.

 

(a), (b), (f)         This Schedule 13D is being filed by David D. Selakovic, a citizen of Singapore residing in the state of Florida. The address for Mr. Selakovic is 340 Royal Poinciana Way #317-395, Palm Beach, FL 33480.

 

(c)         Mr. Selakovic is the Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Issuer, and the address of the Issuer is 10935 57th Avenue North, Plymouth, MN 55442. Mr. Selakovic is also the founder and president of Vegalab S.A., located at 15 Rue du Cendrier, 1201 Geneva, Switzerland.

 

(d)         Mr. Selakovic has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)         Mr. Selakovic has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

On March 8, 2016, the Issuer and Mr. Selakovic completed a Securities Purchase Agreement pursuant to which the Issuer sold to Mr. Selakovic 12,011,000 shares of common stock at a total purchase price of $303,100 paid in cash. On the same day Mr. Selakovic purchased from the controlling shareholder of the issuer an additional 4,600,000 common shares at a purchase price of $138,000 payable in cash within 60 days. All funds used for the purchases are the personal cash resources of Mr. Selakovic and are not borrowed funds.

 

Item 4. Purpose of Transaction.

 

The responses to Items 3, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

Mr. Selakovic acquired the Common Shares in connection with his plan to develop a business within the Issuer consisting of the distribution in the Western Hemisphere of natural agrochemicals manufactured by ECOWIN Co., Ltd., a Korean company.

 

Mr. Selakovic from time to time may enter into discussions with other directors and officers of the Issuer, and other shareholders or third parties in connection with the his investment in the Issuer. Such discussions may include one or more of management, the board, other stockholders of the Issuer and other persons to discuss the Issuer’s business, strategies and other matters related to the Issuer. These discussions may review options for enhancing shareholder value through various strategic alternatives or operational or management initiatives including, but not limited to, improving capital structure and/or capital allocation, merger transactions, and general corporate strategies.

 

 

 

  

CUSIP No. 40426X109 Page 4 of 4

 

Mr. Selakovic intends to review his respective investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the board, price levels of the Common Shares, other investment opportunities available to Mr. Selakovic, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as he deems appropriate, including: (i) acquiring additional Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of the Common Shares (collectively, “Securities”) of the Issuer in the open market or otherwise; (ii) disposing of any or all of the Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) – (b) As of the date hereof, Mr. Selakovic may be deemed to be the beneficial owner of 16,611,000 Common Shares, constituting 83.43% of the 19,000,000 issued and outstanding Common Shares outstanding as of March 8, 2016, after effectuating the sale of Common Shares to Mr. Selakovic. The figure for Mr. Selakovic includes 4,600,000 Common Shares purchased from a shareholder of the Issuer for which payment is due on or before May 8, 2016.

 

Mr. Selakovic may be deemed to have the sole power to vote or direct the vote of (and the sole power to dispose or direct the disposition of) his 16,611,000 Common Shares.

 

(c)      On March 8, 2016, the Issuer and Mr. Selakovic completed a Securities Purchase Agreement pursuant to which the Issuer sold to Mr. Selakovic 12,011,000 shares of common stock at a total purchase price of $303,100 paid in cash. On the same day Mr. Selakovic purchased from the controlling shareholder of the issuer an additional 4,600,000 common shares at a purchase price of $138,000 payable in cash within 60 days.

 

(d) – (e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

 

Except for the arrangements described herein, to the best knowledge of Mr. Selakovic, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits.

 

Included with this report as exhibits are the following documents:

 

(1)         Securities Purchase Agreement between HPC Acquisitions, Inc., and David Selakovic, dated March 8, 2016; and

 

(2)         Stock Purchase Agreement dated March 8, 2016, between Craig Laughlin and certain persons listed as buyers, including David D. Selakovic.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date:  March 15, 2016 /s/ David D. Selakovic
  David D. Selakovic

 

 



 

Exhibit 99.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of March 8, 2016, by and among HPC Acquisitions, Inc., a Nevada corporation (the “Company”), and David Selakovic (the “Investor”).

 

IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Investor agree as follows:

 

ARTICLE I.
DEFINITIONS

 

1.1           Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1:

 

“Action” means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting any party hereto, or any of their respective properties, before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility.

 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 12b-2 adopted under the Exchange Act.

 

“Assignment” means Assignment of certain assets owned by the Investor to the Company provided for in Section 4.2.

 

“Commission” means the Securities and Exchange Commission.

 

“Common Stock” means the common stock of the Company, $0.001 par value per share.

 

“Disclosure Materials” means the SEC Disclosure Documents and the Company’s Schedules to this Agreement, collectively.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“GAAP” means U.S. generally accepted accounting principles.

 

“Knowledge” means, with respect to any statement made to the knowledge of a party, that the statement is based upon actual knowledge of the officers or managers of a corporate or company party having responsibility for the matter or matters that are the subject of the statement, after due inquiry, or the actual knowledge of the individual making the statement, after due inquiry.

 

“Lien” means any lien, charge, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.

 

 1 

 

 

“Material Adverse Effect” means any of (i) a material and adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material and adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of the Person to which the term applies, or (iii) an adverse impairment to a Person’s ability to perform on a timely basis its obligations.

 

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

 

“SEC Disclosure Documents” has the meaning set forth in Section 3.1(g).

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Shares” means the 12,011,000 shares of Common Stock being sold to Investor pursuant to Section 2.1.

 

“Transaction Documents” means this Agreement, the Assignment, and any other documents or agreements executed in connection with the transactions contemplated hereunder.

 

ARTICLE II.
PURCHASE AND SALE

 

2.1           Sale of Shares. The Company hereby sells, transfers, and conveys to the Investor, and Investor hereby purchases from the Company, the Shares at a total purchase price of $303,100.00, paid in cash by wire transfer to the Company.

 

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

 

3.1           Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Investor:

 

(a)          Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the state of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation of any of the provisions of its articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

 2 

 

 

(b)          Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder. The execution and delivery of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company in connection therewith. Each Transaction Document has been duly executed by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

 

(c)          No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated thereby do not (i) conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

 

(d)          Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filing with the Commission of one or more reports disclosing this Agreement and the transactions contemplated hereby, (ii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act and under applicable state securities statutes pertaining to the purchase and sale contemplated by this Agreement, and (iii) those that have been made or obtained prior to the date of this Agreement.

 

(e)          Issuance of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens. The Shares are not subject to any preemptive or similar rights to subscribe for or purchase securities.

 

 3 

 

 

(f)          Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance under the Company’s various option and incentive plans, is as set forth in Schedule 3.1(f). No securities of the Company are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(f), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of the Company’s capital stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of its capital stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issue and sale of the Shares will not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Shares. There are no stockholders agreements, voting agreements, or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the Knowledge of the Company, between or among any of the Company’s stockholders.

 

(g)          SEC Disclosure Documents; Financial Statements. The Company has filed all reports required to be filed by the Company under the Securities Act and the Exchange Act for the twenty-four months preceding the date of this Agreement (such reports, as amended, collectively, the “SEC Disclosure Documents”). The Company has filed all SEC Disclosure Documents on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Disclosure Documents prior to the expiration of any such extension. As of their respective dates, the SEC Disclosure Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Disclosure Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Disclosure Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and were prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP and the applicable requirements of the Exchange Act.

 

 4 

 

 

(h)          Material Changes. Except as disclosed in the SEC Disclosure Documents, since the date of the latest audited financial statements included within the SEC Disclosure Documents, (i) there has been no event, occurrence or development that has had or that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, and (C) other liabilities that would not, individually or in the aggregate, have a Material Adverse Effect, (iii) the Company has not altered its method of accounting or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock issued pursuant to existing Company stock option plans or executive and director compensation arrangements.

 

(i)          Litigation. Except as set forth in Schedule 3.1(j), there is no Action that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) that could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. None of the Company or any director or officer (in his or her capacity thereof), is or has been during the ten-year period prior to the date hereof the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company (in his or her capacity as such).

 

(j)          Compliance. The Company is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any order of any court, arbitrator or governmental body, or (iii) in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case of (i), (ii) and (iii) above as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

 

(k)          Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its businesses as described in the SEC Disclosure Documents, except where the failure to possess such permits could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, and the Company has not received any notice of proceedings relating to the revocation or modification of any such permits.

 

(l)          Certain Fees. Except as described in Schedule 3.1(l), no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Investor shall have no obligation with respect to any fees or with respect to any claims (other than such fees or commissions owed by an Investor pursuant to written agreements executed by the Investor which fees or commissions shall be the sole responsibility of the Investor) made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

 

 5 

 

 

(m)          Disclosure. All disclosure provided to the Investor regarding the Company, its business and the transactions contemplated hereby, furnished by or on behalf of the Company (including the Company’s representations and warranties set forth in this Agreement) are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

 

(n)          Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Company has no Knowledge of a tax deficiency which has been asserted or threatened against the Company.

 

3.2           Representations and Warranties of the Investor. The Investor hereby represents and warrants to the Company as follows:

 

(a)          Organization; Authority. The Investor is an individual with the requisite power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations thereunder. This Agreement has been duly executed by the Investor, and when delivered by the Investor in accordance with terms hereof, will constitute the valid and legally binding obligation of the Investor, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

 

(b)          Investment Intent. The Investor is acquiring the Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to the Investor’s right at all times to sell or otherwise dispose of all or any part of such Shares in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by the Investor to hold the Shares for any period of time. The Investor is acquiring the Shares hereunder in the ordinary course of its business. The Investor does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares.

 

(c)          Investor Status. At the time the Investor was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act. The Investor is not a registered broker-dealer under Section 15 of the Exchange Act.

 

(d)          General Solicitation. The Investor is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

 

 6 

 

 

(e)          Access to Information. The Investor acknowledges that it has reviewed the Disclosure Materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Investor or its representatives or counsel shall modify, amend or affect the Investor’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

 

(f)          Independent Investment Decision. The Investor has independently evaluated the merits of its decision to purchase Shares pursuant to the Transaction Documents.

 

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

 

4.1           Restrictions on Transfer. Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Shares, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. Certificates evidencing the Shares will contain the following legend:

 

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

 

4.2           Assignment of Assets. Investor is the sole owner (directly or indirectly) of assets consisting of the exclusive right to distribute in the Western Hemisphere natural agrochemicals manufactured by ECOWIN Co., Ltd., a Korean company, certain state permits for the sale of ECOWIN agrochemicals, and the trademark “Vegalab.” In consideration of the agreement of the Company to sell the Shares to Investor as provided for herein, the Investor will transfer and assign to the Company the foregoing assets by signing and delivering to the Company the General Assignment and Bill of Sale in the form of Schedule 4.2 to this Agreement.

 

 7 

 

 

ARTICLE V.
MISCELLANEOUS

 

5.1           Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of the Transaction Documents. The Company shall pay all stamp and other taxes and duties levied in connection with the sale of the Shares.

 

5.2           Entire Agreement. The Transaction Documents, together with the Exhibits and Schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

 

5.3           Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) if delivered by hand, when delivered; (b) if sent by electronic mail, telegram, cablegram or other electronic transmission, upon delivery; (c) if sent by registered, certified or first class mail, the fifth day after being sent; and (c) if sent by overnight delivery via a national courier service, one business day after being sent, in each case to the address or email address set forth beneath the name of such party below (or to such other address, email address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

 

 8 

 

 

If to the Company: HPC Acquisitions, Inc.
  Attn:  Chief Executive Officer
  Craig Laughlin
  10935 57th Avenue North
  Plymouth, MN 55442
  E-mail: srcfunding@aol.com
   
If to Investor: David Selakovic
  1201 N. Orange Street, Ste. 7233
  Wilmington, DE 19801
  E-mail: dds@vegalab.com

 

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

 

5.4           Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

 

5.5           Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents.

 

5.6           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither the Company or the Investor may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other.

 

5.7           No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor shall any provision hereof be enforced by, any other Person.

 

5.8           Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Nevada, without regard to the principles of conflicts of law thereof.

 

5.9           Survival. The representations, warranties, agreements and covenants contained herein shall survive the closing of the transactions contemplated hereby and the delivery of the Shares and Assignment.

 

 9 

 

  

5.10         Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature page signed by party is delivered by email or facsimile transmission, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the signature page with the same force and effect as if such signature page were an original thereof.

 

5.11         Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

5.12         Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

 

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

  COMPANY:
   
  HPC Acquisitions, Inc.
     
  By:   /s/ Craig Laughlin
  Name:     Craig Laughlin
  Title:       Chief Executive Officer
   
  INVESTOR:
   
  /s/ David Selakovic
  David Selakovic

 

 10 

 

 

Schedule 4.2 to

Securities Purchase Agreement

 

GENERAL ASSIGNMENT AND BILL OF SALE

 

KNOW ALL MEN BY THESE PRESENTS:

 

This General Assignment and Bill of Sale (“Assignment”) is executed and delivered as of March 8, 2016, from

 

David Selakovic, an individual (“Assignor”)

 

To

 

HPC Acquisitions, Inc., a Nevada corporation (“Assignee”).

 

Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Securities Purchase Agreement of even date herewith between Assignor and Assignee.

 

WITNESSETH:

 

FOR ONE DOLLAR ($1.00) and other good and valuable consideration the receipt, adequacy and sufficiency of which is hereby acknowledged:

 

1.            Conveyance and Delivery. Assignor does hereby convey, grant, bargain, sell, transfer, set over, assign, deliver, and release unto Assignee and Assignee’s successors and assigns to have and hold forever, good and marketable title to the assets listed and described in Schedule I hereto (the “Acquired Assets”).

 

2.            Further Assurances. Assignor agrees to execute and deliver to Assignee any certificates, instruments, releases, and other documents reasonably required to further assure Assignee with respect to, and provide Assignee evidence of its full right, title, and interest in and to, the Acquired Assets.

 

3.            Representations and Warranties of Assignor. The Assignor hereby represents and warrants to the Assignee as follows

 

(a)           Vegalab, LLC (“Vegalab”), is a Delaware limited liability company duly formed and otherwise organized, validly existing and in good standing under the laws of the state of Delaware. Assignor is the sole member of Vegalab and has good and valid title to 100% of the Vegalab member interest, free and clear of any Liens, limitations, restrictions, or rights of any other Person. Assignor has, and the Company is acquire pursuant to this Agreement, good and valid title to all of the Vegalab member interest held by the Assignor, free and clear of any Liens, limitations, restrictions, or rights of any other Person. Vegalab has no liabilities and no assets other than those included in the Acquired Assets.

 

 

 

 

(b)          The execution, delivery and performance of the Transaction Documents by the Assignor and the consummation by the Assignor of the transactions contemplated thereby do not (i) conflict with or violate any provision of Vegalab’s certificate of formation, operating agreement, or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Vegalab, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Vegalab debt or otherwise) or other understanding to which Vegalab is a party or by which any property or asset of Vegalab is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Vegalab is subject or by which any property or asset of Vegalab is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

 

(c)          No notice to, or the making any filing or registration with, any court or other federal, state, local or other governmental authority or other Person is required of Assignor or Vegalab in connection with the execution, delivery and performance by the Assignor of the Transaction Documents.

 

(d)          There is no Action that (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or (ii) that could, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

 

(e)          Schedule I includes the exclusive Western Hemisphere distribution agreement between Ecowin Co., Ltd., and VegaLab S.A., dated October 19, 2012, as assigned by written assignment to David Selakovic (the “Distribution Agreement”). The Distribution Agreement is in full force and effect and none of the parties thereto is in default or breach thereof.

 

(f)          Included in Schedule I is a link to files containing a complete list of all governmental licenses, registrations, or permits for the sale or distribution of products that are the subject of the Distribution Agreement for the Western Hemisphere as of the date hereof. All such Permits are in full force and effect as of the date hereof, none of the Assignor or Vegalab has received any notice of proceedings relating to the revocation or modification thereof.

 

(g)          Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, Vegalab has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Assignor has no Knowledge of a tax deficiency which has been asserted or threatened against Vegalab.

 

IN WITNESS WHEREOF, this General Assignment and Bill of Sale has been duly executed and delivered as of the 8th day of March 2016.

 

   
  David Selakovic

 

 2 

 

 

Schedule I to

General Assignment and Bill of Sale

 

ACQUIRED ASSETS

 

(a)          All rights in and to: (i) US Trademark Registration No. 4394973 for the wording “Vegalab,” and (ii) US Trademark Registration No. 4446093, which are registered in the name of Vegalab and Assignor will cause to be formally assigned at the USPTO to Assignee.

 

(b)          The Distribution Agreement and all rights of Assignor thereunder.

 

(c)          All of the currently effective permits and registration for products included in the files contained in the following links:

https://www.dropbox.com/s/ncjp6uh3pgxxxxx

https://www.dropbox.com/s/wisr6rcnkuxxxxx

https://www.dropbox.com/s/1919b2hqxxxxx

https://www.dropbox.com/s/1acphiq7u53xxxxx

 

(d)          All the membership interest of Vegalab, LLC, A Delaware limited liability company.

 

 3 

 

 

Schedule 3.1(f) - Capitalization

 

Preferred stock - $0.001 par value.               
10,000,000 shares authorized.               
None issued and outstanding   -    -    - 
Common stock - $0.001 par value.               
50,000,000 shares authorized.               
6,989,000, 6,989,000 and 6,984,000 shares
issued and outstanding, respectively		   6,989    6,989    6,984 
Additional paid-in capital   403,380    403,380    402,435 
Accumulated deficit   (573,603)   (623,833)   (496,003)
                
Total Stockholders’ Equity (Deficit)   (163,234)   (213,464)   (86,584)

 

 



 

Exhibit 99.2

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2016, is entered into between Craig Laughlin, an individual with an address at 10935 57th Avenue North, Plymouth, MN 55442 (the “Seller”), and each of the persons listed on the signature page to this Agreement (each a “Buyer” and collectively the “Buyers”).

 

WHEREAS, Seller owns 5,500,000 shares of common stock, par value $0.001 (the “Shares”), of HPC Acquisitions, Inc., a Nevada corporation (the “Company”); and

 

WHEREAS, Seller wishes to sell to Buyers, and Buyers wish to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.          Purchase and Sale. The Seller hereby sells, transfers, and conveys to each Buyer, and each Buyer hereby purchases from Seller, the number of Shares stated for each Buyer on the signature page to this Agreement at a price of $0.03 per Share.

 

2.           Representations and Warranties of Seller. Seller hereby represents and warrants to each Buyer as follows:

 

(a)          Seller has all requisite power and authority to execute and deliver this Agreement, to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and (assuming due execution and delivery by Buyer) constitutes Seller’s legal, valid, and binding obligation, enforceable against Seller in accordance with its terms.

 

(b)          The Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts, proxies and other arrangements or restrictions of any kind (“Encumbrances”). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Shares, free and clear of all Encumbrances.

 

(c)          The execution, delivery and performance by Seller of this Agreement do not conflict with, violate or result in the breach of, or create any Encumbrance on the Shares pursuant to, any agreement, instrument, order, judgment, decree, law or governmental regulation to which Seller is a party or is subject or by which the Shares are bound.

 

 

 

 

(d)          No governmental, administrative or other third party consents or approvals are required by or with respect to Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

 

(e)          There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Seller, threatened against or by Seller that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

 

(f)          No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller.

 

3.           Representation and Warranties of Each Buyer. Each Buyer, severally and not jointly, hereby represents and warrants to Seller as follows:

 

(a)          Buyer has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and (assuming due execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms.

 

(b)          Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

 

(c)          No governmental, administrative or other third party consents or approvals are required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

 

(d)          There are no actions, suits, claims, investigations or other legal proceedings pending or, to the knowledge of Buyer, threatened against or by Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

 

(e)          No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.

 

4.           Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

 

5.           Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

 

 2 

 

 

6.           Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

7.           Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction).

 

8.           Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

SELLER:  
   
/s/ Craig Laughlin  
Craig Laughlin  

 

BUYERS:

 

Name   No. of Shares   Total Price and
Payment Method
         
/s/ David Selakovic   4,600,000   $138,000 payable in one installment on or before May 8, 2016
David Selakovic        
       
/s/ Patrick L. Riggs   100,000   $3,000 payable in one installment on or before March 31, 2016
Patrick L. Riggs        
         
Ryan Law Group, LLC        
           
By: /s/ Michael J. Ryan   800,000   $24,000 payable in one installment on or before March 31, 2016
  Michael J. Ryan, Manager        

 

 3