Current Report Filing (8-k)
August 16 2017 - 09:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 15, 2017
Inspired
Builders, Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada
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333-171636
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27-1989147
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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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8950
SW 74
th
Ct
Suite
2201-A44
Miami,
FL 33156
(Address
of principal executive offices)
(786)
323-7900
(Registrant’s
telephone number)
233
Wilshire Boulevard, Suite 830
Santa
Monica, California 90401
(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 (see General Instruction A.2. below):
☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
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Entry into a Definitive Material Agreement
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Stock
Purchase Agreement
On
August 15, 2017, Inspired Builders (the “Company”), the majority shareholders of the Company (the “Sellers”)
and JJL Capital Management, LLC (the “Purchaser”) entered into a stock purchase agreement (the “Stock Purchase
Agreement”), whereby the Purchaser purchased from the Sellers 5,643,979 shares of common stock, par value $0.001 per share,
of the Company (the “Shares”), representing approximately 50.73% of the issued and outstanding shares of the Company,
for an aggregate purchase price of $564.39 (the “Purchase Price”). On August 16, 2017, the closing of the transaction
occurred (“Closing Date”).
The
foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the provisions
of the Stock Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.
Item 5.01
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Changes in Control of Registrant
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On
the Closing Date, pursuant to the terms of the Stock Purchase Agreement, Purchaser purchased a total of 5,643,979 shares of the
issued and outstanding common stock of the Company, representing 50.73% of the total issued and outstanding stock of the Company
as of the Closing Date, from the Sellers. In exchange for the Shares, Purchaser agreed to pay the Purchase Price to
the Sellers, as referenced in Item 1.01 above.
In connection with the change in control,
the Company changed its business to operate as a shell company as it attempts to locate and negotiate with a business entity for
the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock
exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to
be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code
of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company,
we are not limiting our search to any specific industry or business.
There
are certain perceived benefits to being a reporting company with a class of publicly- traded securities. These are commonly thought
to include the following:
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the ability to use registered securities to make acquisitions
of assets or businesses;
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increased visibility in the financial community;
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the facilitation of borrowing from financial institutions;
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improved trading efficiency;
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shareholder liquidity;
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greater ease in subsequently raising capital;
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compensation of key employees through stock options
for which there may be a market valuation;
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enhanced corporate image;
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a presence in the United States capital market.
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A
business entity, if any, which may be interested in a business combination with us may include the following:
A
business combination with a target company will normally involve the transfer to the target company of the majority of our issued
and outstanding common stock, and the substitution by the target company of its own management and board of directors.
No
assurances can be given that we will be able to enter into a business combination, as to the terms of a business combination,
or as to the nature of the target company.
Employees
We have one employee. Our president has agreed
to allocate a portion of his time to our activities. The president anticipates that our business plan can be implemented
by his devoting no more than 10 hours per month to our business affairs and, consequently, conflicts of interest may arise
with respect to the limited time commitment by such officer. We have no properties and at this time have no agreements to
acquire any properties. We currently use the offices of management at no cost to us. Management has agreed to continue this
arrangement until we complete an acquisition or merger.
We
have also changed our principal offices and mailing address to 8950 SW 74
th
Ct, Suite 2201-A44, Miami, FL 33156 and
our new telephone number is 786-323-7900.
Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(a) Resignation
of Directors/Officers
Effective
immediately upon the Closing of the transaction contemplated in the Stock Purchase Agreement, Matthew Nordgren tendered his resignation
as sole director and from all officer positions held in the Company.
(b) Appointment
of Directors and Officers
Immediately
effective upon the Closing of the transaction contemplated in the Stock Purchase Agreement, the following persons were appointed
as the Company’s executive officers and directors. Directors are elected to hold offices until the next annual meeting of
shareholders and until their successors are elected or appointed and qualified. Officers are appointed by the board of directors
until a successor is elected and qualified or until resignation, removal or death.
Name
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Age
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Position
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Scott
Silverman
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47
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President,
Chief Executive Officer, Treasurer, Chief Financial Officer, Chairman
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Scott
Silverman (age 47)
Mr.
Silverman is a financial executive who has over 25 years of business success on national and international levels, with strong
concentration and successes in SME operational and financial management. He has a highly diverse knowledge of financial, legal
and operations management; public company management, accounting and Securities and Exchange Commission regulations. Mr. Silverman
specializes in establishing and streamlining back-office policies and procedures and implementing sound financial management and
internal controls necessary for enterprise growth and scalability. While serving as the VP of Finance of Itopia, Mr. Silverman
was involved in the raise of over $5 million, reduced expenses by more than 40% and participated in a 100% increase in year-over-year
top line revenues. Mr. Silverman is also one of the founders, and serves as President and CEO, of EverAsia Financial Group, which
grew into a multi-national corporate financial management and advisory firm serving clients in the United States and Asia. He
also serves as the Chief Financial Officer, and is a director on the Board of Directors, of Jade Global Holdings, Inc. Well versed
in securities regulations and accounting, Mr. Silverman has orchestrated investor exits for multiple companies, including ushering
five client companies through successful public offerings. While at ICV, a boutique private equity firm, Mr. Silverman managed
a $35 million portfolio of companies, simultaneously serving as the CFO for both the parent company and for several portfolio
companies, one of which was listed on the Entrepreneur Magazine “Hot 100” list, and was ultimate successfully spun
off, delivering added value to its shareholders. In addition to being an Intuit QuickBooks ProAdvisor, Mr. Silverman is well versed
in Microsoft licensing and Office365 administration and has a working knowledge of IT systems.
Mr.
Silverman received a Bachelor’s degree in Finance from the George Washington University and a Master’s Degree in Accounting
from Nova Southeastern University.
Family
Relationships
There
are no family relationships between Scott Silverman and any previous officers or directors of the Company.
Related
Party Transactions
There
are no related party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.
Employment
Agreement
As
of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any
of our officers or directors are a party in connection with their appointments as officers or directors of the Company.
Item 9.01
Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Inspired
Builders, Inc.
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Date:
August 16, 2017
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By:
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/s/
Scott J. Silverman
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Scott
J. Silverman
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President,
Chief Executive Officer
(Principal Executive Officer), Treasurer, Chief Financial Officer (Principal Financial Officer (Principal Accounting Officer)
and Director.
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