Current Report Filing (8-k)
March 16 2020 - 5:06PM
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): October 1, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-55915
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38-3954047
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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10785
W. Twain Ave.,
Suite
210
Las
Vegas, Nevada 89135
(Address
of principal executive offices, Zip Code)
(530)
539-4329
(Registrant’s
telephone number, including area code)
Check
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)
[ ]
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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:
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
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RETC
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OTC
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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. [ ]
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
previously reported on the Current Report on Form 8-K filed by 12 ReTech Corp., a Nevada corporation (the “Corporation”),
with the U.S. Securities and Exchange Commission on October 16, 2019, the Corporation entered into an Exchange of Equity Agreement
(the “Exchange Agreement”) by and among Bluwire Group, LLC, a Florida limited liability company (“Bluwire”)
and the tendering members of Bluwire (the “Members”). Pursuant to the terms of the Exchange Agreement, at closing
the Corporation will acquire 51% of the membership interests of Bluwire in exchange for 500,000 shares of the Corporation’s
Series D-2 Preferred Stock. A copy of the Exchange Agreement was attached to the is attached as Exhibit 2.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
In
addition, as previously reported on the Current Report on Form 8-K on November 21, 2019, the Corporation consummated an exchange
whereby it acquired 100% of the membership interests of Social Decay, LLC, a New Jersey limited liability corporation and issued
exchanged 30,000 Series D-6 Preferred Shares to the sole member with a stated value of $5 per share. An additional 12,000 D-6
Shares were issued to the sole member (but held in escrow for a potential future performance based award) on the same day.
Item
7.01. Regulation FD Disclosure
As
12 ReTech closely monitors the impact of the COVID-19 health emergency, our top priority remains the health and safety of our
employees, customers, partners, and communities. As we have offices located in Hong Kong, Tokyo, New York, California, Utah and
Arizona, our employees including our CEO and CFO have been isolated and have had limited mobility during the COVID-19 pandemic
and as such have not allowed to travel freely to the United States. Due to our many acquisitions during 2019 we also need additional
services from outside professionals for audits of 2 years of financial results of our acquisitions and an independent valuation
for purchase accounting regulations. Our senior staff and outside service providers have been severely impacted by the disruptions
to our operations and their operations. Our external accountants in both Hong Kong, China and Tokyo Japan have limited availability
due to disruptions caused by the Pandemic and without their input we cannot complete the consolidated financials required for
our filings. As a result, the efforts to complete this filing has been strongly impeded by disruptions to travel, transportation
and limited access to facilities, support staff and professional advisors. The Company currently expects to file the 2019 Form
10-K on or before May 15, 2020, the new prescribed SEC Conditional Regulatory Relief due to COVID-19.
With
the acquisitions made in 2019 our operations are more heavily dependent on travel related revenues and the sourcing of
products from Asia and as such we can expect to have a reduction in our actual revenues vs management projections for revenue
during the 1st quarter of our fiscal 2020 and perhaps beyond..
As
conditions evolve, 12 ReTech will act to ensure the health and safety of our employees, customers, and partners during this difficult
period. We will continue to update the public about our progress during this pandemic both in our operations and the progress
in completing our delayed filings. We deeply appreciate the commitment of the people and organizations that have united
to address this health emergency; our thoughts are with all of those affected across the world.
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.
March
16, 2020
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12
RETECH CORPORATION
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/s/
Angelo Ponzetta
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By:
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Angelo
Ponzetta
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Its:
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Chief
Executive Officer
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