Current Report Filing (8-k)
February 26 2018 - 9:44AM
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): February 16, 2018
MINING POWER GROUP, INC.
(Exact name of registrant as specified in
its charter)
Colorado
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000-55788
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46-3289369
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(State of Incorporation)
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(Commission File Number)
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IRS Employer ID No.
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18851 Northeast 29th Avenue
Suite 700
Aventura, Florida 33180-2845
(Address
of Principal Executive Offices)
(800)
304-2657
(Registrant's
Telephone Number including Area Code)
First Intercontinental
Technology, Inc.
f/k/a Intercontinental Technology,
Inc., a Colorado corporation
(Former name
or 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:
[ ]
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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. [ ]
Basis of Presentation; Explanatory Notes.
This is a Current Report on Form 8-K filed
with the Securities and Exchange Commission ("SEC") by Mining Power Group, Inc., a Colorado corporation, formerly known
as Intercontinental Technology, Inc., a Colorado corporation, RCGR Sub, Inc., a Colorado corporation, and Rich Cigars, Inc., a
Florida corporation ("Mining Power Group", the "Registrant", "we", "us", "our",
or "ours"), for February 16, 2018, the date of the earliest event associated with this current report (and, in some cases,
although not required, for earlier periods, based on our management's determination to provide our stockholders and the public
with a more complete material understanding of our recent events) ("Report").
For interpretative purposes respective
to our responses in this Report, we consider ourselves a "small business", as that term is defined in in 17 CFR 230.157.
Advice of Forward-Looking Statements;
Disclosure Notice.
Certain of our responses in this Report
may contain certain forward-looking statements, including certain plans, expectations, goals, projections, and statements about
the benefits of annulling and vitiating the transactions disclosed herein, and our current plans, objectives, expectations, and
intentions, the expected timing of the completion of the series of transactions discussed herein, and other statements that are
not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe
historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking
statements may be identified by words such as "expect", "anticipate", "believe", "intend",
"estimate", "plan", "target", "goal", or similar expressions, or future or conditional
verbs such as "will", "may", "might", "should", "would", "could", or
similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of
1995.
While there is no assurance that any list
of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially
from those contained or implied in the forward-looking statements including: risks related to the annulment and vitiation of Mining
Power Group's filings in the State of Delaware; the possibility that the ultimate review and approval for certain corporate actions
by the Financial Industry Regulatory Authority ("FINRA") and/or the Depository Trust and Clearing Corporation ("DTCC"),
respectively, will not be obtained when expected, because the required regulatory, shareholder, or other approvals are not received
or satisfied on a timely basis, if at all; potential adverse reactions or changes to our business and employee relationships, including
those resulting from the announcement of our annulment and vitiation of the transactions we performed in the State of Delaware;
potential litigation challenging the annulment and vitiation of our prior series of transactions in the State of Delaware; the
possibility that the anticipated benefits from the annulment and vitiation of the series of transactions in State of Delaware are
not realized when expected, if at all; the possibility that the events that may result from the series of transactions in the State
of Delaware, and, subsequently, in the State of Colorado, may be more expensive to complete than anticipated, including as a result
of unexpected factors or events; diversion of management's attention from ongoing business operations and opportunities; and, litigation
relating to that certain series of transactions in Delaware. Other unknown or unpredictable factors may also cause actual results
to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate
and are generally beyond the control of Mining Power Group. We undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events, or to report the occurrence of unanticipated events unless required to do so by law.
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Item 1.02.
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Termination of a Material Definitive Agreement.
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The information set forth in Item 2.01,
Item 2.05, and Item 5.03 is incorporated herein by reference.
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Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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History and Background.
On December 28, 2017, the Registrant changed
its name from "Intercontinental Technology, Inc." to "RCGR SUB, Inc." and, in the process, redomesticated itself
from Colorado to Delaware. Immediately following such redomestication, the Registrant completed a corporate reorganization pursuant
to which RCGR Sub, Inc., as previously constituted, became a direct, totally-held subsidiary of a newly formed Delaware corporation,
named "First Intercontinental Technology, Inc." ("Holdco"), which, in accordance with the terms of that certain
reorganization, became the successor issuer. That certain reorganization became effective by a merger conducted pursuant to Section
251(g) of the Delaware General Corporation Law (the "DGCL"), which provides for the formation of a holding company without
a vote of the stockholders of the constituent corporations ("Reorganization").
The Reorganization was completed pursuant
to the terms of an Agreement and Plan of Merger among the Registrant, Holdco, and a “Merger Sub”, dated December 26,
2017 (the "Merger Agreement").
A description of the series of transactions,
i.e.,
our redomestication from Colorado to Delaware, the incorporation of Holdco and Merger Sub, the Merger, and Reorganization,
were described in Item 1.01 of the Current Report on Form 8-K (in reliance of Section 12(g)(3) of the Exchange Act) filed by the
Registrant on December 27, 2017, and to the extent required by Item 1.02 and Item 2.01 of Form 8-K, the description of the series
of transactions, including the exhibits that were heretofore filed, are incorporated by reference herein.
Annulment and Vitiation of Transactions
in Delaware.
On February 16, 2018, the Registrant's
Board of Directors voted to annul and vitiate the series of transactions in Delaware; specifically, by filing certificates of correction
with Delaware's Secretary of State (a) to annul and vitiate the Registrant's redomestication from Colorado to Delaware,
ab initio
,
(b) to annual and vitiate the incorporation in the State of Delaware by the Registrant of Holdco,
ab initio
, (c) to annul
and vitiate Holdco's incorporation in the State of Delaware of Merger Sub,
ab initio
, and (d) to annul and vitiate the Merger
and Reorganization in Delaware among the Registrant, Holdco, and Merger Sub,
ab initio
.
The Registrant's Board of Directors concluded
that the corporate actions were prematurely filed in error and that the regulatory review and approval of the notification of corporate
actions submitted by the Registrant to FINRA and DTCC, respectively, would not be timely obtained, based on information and belief.
Moreover, the Registrant's Board of Directors determined the expense to continue the notification process to FINRA and DTCC would
be greater than initially anticipated and that completing the Merger and Reorganization would not serve our best interests nor
those of our shareholders.
On February 20, 2018, we received a notice
from FINRA indicating that it reviewed our Delaware filings in respect of the foregoing statements and filings, and, consequently,
closed out our prior notification of corporation actions related thereto without taking any further action and with no further
obligation on our part.
We were responsible to bear the costs
and expenses in connection with the terminated series of transactions, as well as for the costs and expenses to effect them in
the first place.
The foregoing summary of the respective
and collective annulments and vitiations is not complete and is qualified in its entirety by reference to the complete texts of
those certificates of correction the Registrant filed with the Delaware Secretary of State, which are attached as Exhibits 99.1,
99.2, 99.3, 99.4, and 99.5 hereto and incorporated herein by reference in their entirety.
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Item 3.03.
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Material Modification to the Rights of Security Holders.
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The information set forth in Item 5.03 and Item 8.01 is incorporated
herein by reference.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Amendment and Restatement of Our Articles
of Incorporation in Colorado.
On February 21, 2018, we amended and restated
our Articles of Incorporation (as amended and restated, the "Charter"). Our principal purpose to amend and restate our
articles of incorporation in Colorado was to change our name from "RCGR Sub, Inc." (formerly “Intercontinental
Technology, Inc.”) to "Mining Power Group, Inc." to better reflect our new business purpose.
The Charter authorizes up to 100,000,000 shares of common stock and 11,000,000 shares of preferred stock with the same designations,
rights, powers, preferences, qualifications, limitations, and restrictions as stated immediately prior to our redomestication
from Colorado to Delaware and immediately prior to the Merger and Reorganization, and prior to annulment and vitiation of
the same.
Such summary does not purport to be complete
and should be read in conjunction with, and is qualified in its entirety by reference to, the full text of the Charter filed as
Exhibit 3.1 hereto, which is incorporated herein by reference.
Our common stock is quoted over-the-counter
on Link ATS, which is managed and overseen by OTC Markets Group, Inc. under the symbol "RCGR" (US.RCGR.PK).
As the result of the simultaneous annulment
of the Reorganization and a reinstatement of the Colorado corporation, which were described in the current report on Form 8-K and
filed with SEC on December 27, 2017, he common stock of the Colorado corporation has continued, and will continue, to be quoted
and traded over-the-counter under its current symbol, “RCGR”.
We therefore unequivocally state that
we have, and will continue our listing on Link ATS, and, moreover, we intend to submit a new notification of corporate actions
to FINRA, as soon as time permits; whereby, we will be reporting our name change in Colorado to "Mining Power Group, Inc."
and to request a voluntary symbol change from “RCGR” to reflect our new corporate name.
Our prior statement in this regard is
described in Item 8.01 of the aforementioned current report on Form 8-K that we filed with the SEC on December 27, 2017, which
we are incorporating by reference herein.
Additional Information and Where to
Find It.
We file annual, quarterly, and current
reports and other information with the SEC. You may read and copy any reports or other such filed information at the SEC's Public
Reference Room located at
100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings with the SEC are also available to the
public from commercial document-retrieval services and at http://www.sec.gov.
Schedule of Exhibits.
Exhibit No.
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Description of Exhibit
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Signature.
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.
Dated: February 20, 2018
MINING POWER GROUP, INC.
,
a Colorado corporation ("Registrant")
/s/ Richard Davis
By: Richard Davis
Its: President and Chief Executive Officer