Current Report Filing (8-k)
October 03 2018 - 3:57PM
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
September 12, 2018
Date of Report (Date of earliest event
reported)
AXM Pharma, Inc.
a/k/a
Aaron Sparks Industries, Inc.
(Exact
Name of Registrant as Specified in Charter)
FLORIDA
|
|
|
|
20-0745214
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
30 Wall Street, New York, New York
10005
(Address of Principal Executive Offices)
(Zip Code)
917-890-7067
(Registrant’s telephone number,
including area code)
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))
|
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On September 12, 2018, AXM
Pharma, Inc. a/k/a Aaron Sparks Industries, Inc. (the “Company”) entered into an asset purchase agreement with Emmanuel
Neossi. The transaction resulted in a reverse merger by ASIC into AXMP. Pursuant to the execution of the asset purchase agreement,
on September 12, 2018, a total number of 10 billion restricted shares of the common stock of AXMP were issued to Emmanuel Neossi
as an individual, which shares represent 99% of the total outstanding stock of AXMP in exchange for 100% of Aaron Sparks Industries
Cameroon S.A. (ASIC), in Cameroon. The consummation of the merger resulted in AXM Pharma, Inc. a/k/a Aaron Sparks Industries, Inc.,
Florida corporation, surviving the merger. Mr. Neossi is now controlling 99% of AXM Pharma, Inc. a/k/a Aaron Sparks Industries,
Inc.
Section 5 – Corporate
Governance and Management
Item 5.01. Change of Control
The information required by
this Item 5.01 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 5.01.
Item 5.02
.
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 12, 2018 Emmanuel Neossi was appointed
as Chairman of the Board of AXM Pharma, Inc. a/k/a Aaron Sparks Industries, Inc. Based upon the background and experience, Company
principals believe that Mr. Neossi is eminently qualified to discharge the duties required for the officer and directorship of
the Company.
Section 8 – Other Events
Item 8.01 Other Events.
On September 12, 2018, the Company entered into an asset purchase
agreement with Aaron Sparks Industries Cameroon S.A. (ASCI) a transaction that resulted in a reverse merger by into AXM Pharma,
Inc. The Company, because of the merger (will provide going forward in subsequent filings) consolidated financial audited statements
which include audited year ending December 31, 2017 statements of ASCI and unaudited consolidated statements for the interim period
ending September 30, 2018. The ASCI financial statements period ending June 30, 2018 are attached to this Form 8-K as Exhibit 99.1
On October 4, 2018, pursuant to the execution of the asset
purchase agreement, Aaron Sparks Industries Cameroon S.A. was transferred to AXM Pharma, Inc. a/k/a Aaron Sparks Industries, Inc.
a Florida Corporation and is a subsidiary of the Florida corporation.
The Company submitted initial documents to the Financial
Industry Regulatory Authority ("FINRA") regarding this name change on September 25, 2018. FINRA is reviewing the Company's
submissions.
The Company will announce the completion of FINRA's review
and the effectiveness of the name change by filing a subsequent Form 8-K.
The foregoing description of the Certificate of Amendment
to the Articles of Incorporation is qualified in its entirety by reference to the text of the Amendment attached as Exhibit 3.1
to this Form 8-K and incorporated herein by reference.
Section 9 - Financial Statements and Exhibits
Item
9.01 Financial Statements 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.
|
|
|
|
AXM
Pharma, Inc. a/k/a Aaron Sparks Industries, Inc.
|
|
|
|
|
|
|
Dated: October
4, 2018
|
/s/
Linda Forster
|
|
|
Linda Forster
|
|
|
Chief Executive Officer
|
|
|
|
|
AXM Pharma (CE) (USOTC:AXMP)
Historical Stock Chart
From Sep 2024 to Oct 2024
AXM Pharma (CE) (USOTC:AXMP)
Historical Stock Chart
From Oct 2023 to Oct 2024