Current Report Filing (8-k)
January 06 2017 - 5:25PM
Edgar (US Regulatory)
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):
December 31, 2016
NATIONAL
WASTE MANAGEMENT HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Florida
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000-30424
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27-2037711
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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5920
N. Florida Avenue
Hernando,
FL
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34442
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(352) 489-6912
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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National
Waste Management Holdings, Inc. is referred to herein as “we”, “us” or “our”.
Item
1.01. Entry into a Material Definitive Agreement
The
applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.
Item
2.01. Completion of Acquisition or Disposition of Assets.
On
December 31, 2016, we entered into two Membership Interests Partnership Purchase Interest Agreements (the “Agreements”)
with Northeast Data Destruction and Recycling, LLC., a New York Limited Liability Company (“Northeast”) and the owners
of 100% of the membership interests of Northeast, Mark Wachtel and Charles Teelon (the “Sellers”), each of whom sold
their respective 50% membership interests of Northeast to us, whereby we acquired 100% interests in Northeast. Pursuant to the
terms of the Agreements, in exchange for 100% of the outstanding partnership interests in Northeast, we agreed to pay the Sellers
$100,000 in cash and 1,425,000 shares of our restricted common stock. Charles Teelon is our Chairman of the Board and our purchase
of his 50% membership interest in Northeast is a related party transaction. We have agreed to employ Mark Wachtel as the manager
of Northeast for a two-year period.
Headquartered
in Kingston, New York, Northeast is in the business of document and hard drive destruction, including one-time or periodic shredding
of documents on or off-site for businesses and personal clients
The
Agreements are filed hereto as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K. The foregoing summary of the terms of
the Agreements is qualified in its entirety by, the Agreements, which are incorporated herein by reference.
Item
8.01. Other Events
On
December 31, 2016, our Board of Directors approved our bylaws, which are filed hereto as Exhibit 3(ii) to this Current Report
on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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3(ii)
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Bylaws
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10.1
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Membership
Interest Purchase Agreement with Mark Wachtel and Northeast Data Destruction Recycling, LLC
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10.2
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Membership
Interest Purchase Agreement with Charles Teelon and Northeast Data Destruction Recycling, LLC
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
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NATIONAL
WASTE MANAGEMENT HOLDINGS, INC.
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Date:
January 6, 2017
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By:
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/s/
Louis Paveglio
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Louis
Paveglio
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Chief
Executive Officer
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3
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