Current Report Filing (8-k)
August 29 2018 - 3:30PM
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): August 23, 2018
|
Southeastern Holdings, Inc.
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
333-198435
|
46-3892319
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
6540
Lusk Blvd, Suite C239, San Diego, CA 92121
(Address
of principal executive offices) (Zip Code)
714-469-8873
Registrant's
telephone number, including area code:
19
Old Town Square, Suite #238, Fort Collins, CO 80524
(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):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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
Entry into a Material Definitive Agreement
.
To
the extent required by Item 1.01 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 2.01
Completion of Acquisition or Disposition of Assets
.
On
August 23, 2018, Southeastern Holdings, Inc. (the “Company”) entered into a Bill of Sale and Assignment and Assumption
Agreement (the “Purchase Agreement”) with Blockchain Holdings, LLC (“Blockchain”) pursuant to which the
Company purchased all of the assets of Blockchain which are used in the business of sourcing of blockchain mining equipment from
various suppliers for their customers and also providing management of the equipment hosted, mining pools and tech work on such
equipment. The Purchased Assets (as defined in the Purchase Agreement) were valued at $300,000. The Company, pursuant to the terms
of the Purchase Agreement, issued 300,000,000 shares of its common stock, par value $.0001 to the members of Blockchain in exchange
for the Purchased Assets.
Item 3.02
Unregistered Sale of Equity Securities
.
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated
herein by reference. The securities are exempt from registration under Regulation D, Rule 506(b).
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
.
On
August 23, 2018, the shareholders of the Company, through a written consent, elected Daniel Wong and Delray Wannemacher to be
members of the Company’s Board of Directors. On August 23, 2018, Paul Dickman resigned from his position on the Board of
Directors and as Chief Executive Officer of the Company. Upon acceptance of his resignation, the Board appointed Delray Wannemacher
as its Chief Executive Officer and Daniel Wong as its Chief Operating Officer.
Item 5.07 Submission of Matters
to a Vote of Security Holders
.
To
the extent required by Item 5.07 of Form 8-K, the information contained in Item 2.01 and Item 5.02 of this Current Report on Form
8-K are incorporated herein by reference.
Item
9.01 Financial Statement 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.
|
|
Southeastern Holdings, Inc.
|
|
|
|
|
Date: August 29, 2018
|
By:
|
/s/
Delray Wannemacher
|
|
|
|
Delray Wannemacher
CEO
|