UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 30, 2018
PUNTO GROUP, CORP.
(Exact name of registrant as specified
in its charter)
Nevada
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333-200529
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61-1744826
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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3471 West Oquendo Road, Suite 301
Las Vegas, NV
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89118
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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:
(800) 605-3210
819 Cowan Road, Suite E
Burlingame, CA 94010
(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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 5.01
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Changes in Control of Registrant.
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers.
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Pursuant to a Stock
Purchase Agreement dated November 22, 2018 (the “Purchase Agreement”) between Lei Wang (“Wang”) and OWP
Ventures, Inc. (“OWP”), on November 30, 2018, Wang (i) sold to OWP 3,500,000 shares of common stock (the “Shares”)
of Punto Group, Inc. (the “Company”) held by Wang for a purchase price of $350,000, and (ii) released the Company from
all existing claims held by him against the Company, including liabilities in the amount of approximately $128,000. The Shares
represent 66.2% of the issued and outstanding shares of the Company’s common stock. The source of the funds used by OWP for
the purchase of the Shares consisted of $50,000 of its own funds and $300,000 of the proceeds of a loan (the “CSW Loan”)
from CSW Ventures, LP, whose general partner is an affiliate of a stockholder of OWP. The loan from CSW Ventures is expected to
be secured by a pledge of the Shares (the “Pledge”). Except as set forth below, there are no arrangements or understandings
by and among members of both the former and new control groups and their associates with respect to election of directors or other
matters of the Company.
At the closing,
pursuant to the Purchase Agreement, Wang resigned as the Company’s sole director, Chief Executive Officer, President, Chief
Financial Officer, Secretary and Treasurer, and Craig Ellins, age 65, was elected as the Company’s sole director, President,
Chief Financial Officer and Secretary, to serve in such capacities until his successors are duly elected and qualified.
Through its wholly-owned
subsidiary, One World Pharma S.A.S., OWP is engaged in the cultivation of cannabis in Colombia. The Company and OWP intend to enter
into a business combination which would result in One World Pharma S.A.S. becoming the wholly-owned subsidiary of the Company and
the stockholders of OWP becoming stockholders of the Company. However, the terms of such business combination have not yet been
determined, and there can be no assurance that such business combination will be effected.
Mr. Ellins has
spent over 30 years developing start-ups in various industries, most recently focusing on the marijuana industry, including indoor
growing technology. Mr. Ellins has served as the Chief Executive Officer and President, of OWP since its inception in March 2018.
From March 13, 2014 until April 29, 2016, Mr. Ellins served as the Chief Executive Officer of GB Sciences, Inc., a c
annabis
company focused on standardized cultivation and production methods as well as biopharmaceutical research and development,
and
from April 29, 2016 until May 8, 2017, he served as the Chief Innovation Officer of GB Sciences, Inc. He also served as the Chairman
of the Board of GB Sciences from March 13, 2014, until May 8, 2017. From 2013 to 2014, Mr. Ellins served as the Chairman and Chief
Executive Officer of Cognitiv, Inc., which engages in the creation, development, and maintenance of Websites and mobile applications.
From 2009 to 2013, Mr. Ellins served as Chief Executive Officer and Chairman of Phototron Holdings, Inc., now known as GrowLife,
Inc. GrowLife, Inc. manufactures and supplies branded equipment and expendables for urban gardening in the United States.
Immediately following
the closing, the beneficial ownership of the Company’s common stock for (i) persons who beneficially own more than 5% of
the Company’s common stock; (ii) persons who are directors and executive officers; and (iii) all directors and executive
officers a group, was as follows:
Name and Address
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Amount and
Nature of
Beneficial
Ownership
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Percentage
of Class
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Directors and Executive Officers
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Craig Ellins (1)
2626 South Rainbow Blvd, Suite 102
Las Vegas, NV 89146
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3,500,000
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66.2
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%
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All Directors and Executive Officers as a Group
(1 individual)
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3,500,000
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66.2
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%
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5% Stockholders
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OWP Ventures, Inc. (1)
c/o Craig Ellins, President
2626 South Rainbow Blvd, Suite 102
Las Vegas, NV 89146
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3,500,000
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66.2
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%
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Lei Wang
819 Cowan Road, Suite E
Burlington, CA 94010
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500,000
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9.5
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%
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(1)
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Craig Ellins has voting and investment control over the securities owned by OWP, and therefore Mr. Ellins may be deemed a beneficial owner of the 3,500,000 shares of common stock owned by OWP. Mr. Ellins disclaims beneficial ownership in such shares.
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There are no arrangements
known to the Company, the operation of which may at a subsequent date result in a change in control of the Company, except that
in the event of a default by OWP on the CSW Loan, CSW Ventures may acquire the Shares by enforcing its rights under the Pledge.
1
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: December 4, 2018
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PUNTO GROUP, CORP.
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By:
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/s/ Craig Ellins
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Name: Craig Ellins
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Title: Chief Executive Officer and
Chief Financial Officer
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