Current Report Filing (8-k)
December 20 2019 - 9:01AM
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 18, 2019
ELITE
GROUP INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-55757
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32-0415962
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4760
Preston Road #244-114 Frisco, TX
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750343
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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: (469) 777-3370
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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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ELTZ
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OTCBB
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
December 20, 2019, Elite Group Inc. (the “Company”) announced that, effective December 18, 2019, it entered into a
Binding Letter of Intent (“Binding LOI”), with Power Conversion Technologies Inc., a corporation duly formed under
the laws of the State of Pennsylvania, (“PCTI”) and Catherine Chis, its CEO and sole shareholder (“CC”)
(collectively the “Parties”), setting forth the principal terms pursuant to which the Company will acquire all of
the issued and outstanding shares of common stock in PCTI representing 100% ownership in PCTI (“PCTI Shares”), held
by CC (the “Transaction”).
The
Binding LOI sets forth the terms of the Transaction as follows:
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1.
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Subject
to the Company declaring itself satisfied with its due diligence of PCTI within 60 days of the execution of the LOI, the Parties
agree to enter into a definitive agreement for the consummation and closing of the Transaction no later than within 240 days
of the execution of the LOI.
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2.
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Such
definitive agreement will incorporate the Parties’ understandings with respect to the terms of the closing of the Transaction,
among other things, the following:
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(i)
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The
Company shall receive all of the PCTI Shares from CC
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(ii)
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In
exchange for the PCTI Shares, the Company shall issue the following to CC:
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a.
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19,000
(nine hundred and fifty thousand) shares of Series A (as defined in the Binding LOI); and
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b.
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20,000
(twenty thousand) shares of Series B (as defined in the Binding LOI); and
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c.
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500
(five hundred) shares of Series C (as defined in the Binding LOI).
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d.
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In
addition, the Company shall pay an amount equal to $600,000 USD to PCTI which may be paid in multiple tranches with the total
payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall
be specified by the Parties;
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e.
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Each
of the Company and PCTI shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed
within the context of the Closing.
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The
above description of the Binding LOI is filed as Exhibit 10.1 hereto and is incorporated in its entirety herein by this reference.
ITEM
3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
To
the extent required by Item 3.03 of Form 8-K, the information provided in response to Item 1.01 of this report is incorporated
by reference into this Item 3.03.
ITEM
8.01 OTHER EVENTS
On
December 20, 2019 the Company issued a press release announcing the execution of the Binding Letter of Intent, which is filed
as an exhibit hereto.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Date:
December 20, 2019
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Elite
Group Inc.
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By:
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/s/
Terrence Tecco
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Terrence
Tecco
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Chief
Executive Officer
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