Current Report Filing (8-k)
July 05 2019 - 4:02PM
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): June 28, 2019
CANFIELD
MEDICAL SUPPLY, INC.
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(Exact Name of Registrant
as Specified in Its Charter)
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COLORADO
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(State
or Other Jurisdiction of Incorporation)
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000-55114
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34-1720075
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(Commission File Number)
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(IRS Employer Identification
No.)
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4120
Boardman-Canfield Road
Canfield, Ohio 44406
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(Address of Principal Executive
Offices)
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(330)
533-1914
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(Registrant's Telephone Number,
Including Area Code)
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(Former Name or Former Address,
if Changed Since Last Report)
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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))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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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 [X]
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. [X]
Item 5.01
Changes in Control of Company
Effective
June 21, 2019
WesBev LLC acquired (i) 8,000,000 shares of common stock from Michael J. West,
a founder, director and principal shareholder of Canfield Medical Supply, Inc., a Colorado corporation (the “Company”
or “registrant”) and (ii) 336,000 shares of common stock directly from the Company. As part of his agreement with
WesBev, Mr. West undertook to appoint or cause the appointment of up to three persons nominated by WesBev to the board of directors
of the Company. After giving effect to these purchases WesBev owns about 71% of the outstanding shares of the Company and may
be deemed to be in control of the registrant. See registrant’s Form 8-K filed on June 25, 2019. On June 28, 2019, the Company’s
board of directors (the “Board”) amended the registrant’s bylaws to expand the number of members of the Board
from three persons to five persons.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
June 28, 2019, the Board made the appointments noted below:
Appointment
of Heather Kearns as Chief Executive Officer and Chief Financial Officer
Ms. Kearns, age 41, has since 2011 been an
independent certified public accountant specializing in corporate accounting matters and finance services for those companies
needing financial expertise to meet critical business objectives. Ms. Kearns received Bachelor of Science in Business Administration
and a Master of Business Administration degrees from Auburn University. She is licensed as a CPA in Colorado. Ms. Kearns employment
is at-will and may be terminated at any time by the parties. There is no family relationship between Ms. Kearns and the Company’s
officers and directors. Other than the employment terms described above, Ms. Kearns and the Company have not entered into any
transaction, nor is any transaction proposed, which would require disclosure pursuant to Item 404(a) of Regulation S-K.
Appointments
to the Board of Directors
The Board
appointed Amy Joanne Atkinson as a member of the Board. Ms. Atkinson, age 57, has since 2005 been Fund Manager/Director of
Operations of Kirby Enterprise Capital Management, LLC where since 2012 she has managed a special situations fund and
coordinates private placements and monitors investment activity. She has been responsible for integrating and
updating accounting systems, developing operating procedures, preparing financial reporting, managing quarterly partnership
reporting, coordinating private placements and ensuring compliance in all areas. Ms. Atkinson attended Colorado State
University.
The
Board further appointed Michael Long and John Matthias Lepo as members of the Board.
Mr.
Long, age 66, has been the chief executive officer of AnyDATA Corporation, from 2017 to the present. AnyDATA Corporation designs
and manufactures OBD-2 devices for consumer automotive, commercial fleet and automotive manufacturing markets. From 2013 to 2014
he was vice president of Giant Magellan Telescope Organization (GMTO) a scientific partnership established to build and operate
a 25-meter telescope at the Las Campana Observatory in Chile. From 1992 to 2013 he was president and founder of Premier Wireless,
Inc. which designed and manufactured wireless communications products for the broadcast, security and military markets. He has
since 2012 been a member of the Board of Trustees of Carnegie Institute of Science and received an AB, majoring in physics, from
University of Chicago.
Mr.
Lepo, age 78, has since 1998 been President of Battersea Capital Inc. offering consulting services to small businesses including
corporate finance and advisory functions as well as advising on businesses entering the public markets. Mr. Lepo has a Bachelor
of Science in Economics from Saint Mary’s University of Minnesota.
There
is no family relationship between any of the foregoing persons and the Company’s officers and directors. None of the foregoing
persons and the Company have entered into any transaction, nor is any transaction proposed, which would require disclosure pursuant
to Item 404(a) of Regulation S-K.
See Schedule 14F-1 filed by registrant on July 3, 2019.
Item 5.03
Amendments to Articles of Incorporation or Bylaws
Effective
June 28, 2019 the first sentence of paragraph 4.1, Article IV of the Bylaws has been amended to read as
follows: “The business and affairs of the corporation shall be managed by a board of not less than three (3) nor more
than five (5) directors” See Item 5.01 above.
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.
Date: July
5, 2019
CANFIELD
MEDICAL SUPPLY, INC.
/s/ Heather
Kearns
By: Heather Kearns
Chief Executive
Officer