SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): July 17,
(Exact name of registrant as specified in its charter)
|(State or Other
500 S Australian Ave, West Palm Beach FL 33401
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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:
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
Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
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 5.01 Changes in Control of Registrant.
On July 17, 2020, Miro Zecevic an individual and principal
shareholder of Mina Mar Corporation, a Florida company, (the
“Purchaser”) personally acquired 100% of the issued and outstanding
shares of preferred stock (the “Preferred Stock”) of the issuer
(the “Company” or the “Registrant”) from Scott Sitra
corporation (the “Seller”). (The “Purchase”) The consideration for
the purchase was provided to the Purchaser from the individual’s
As a result of the Purchase, the Purchaser owns approximately 100%
of the fully diluted outstanding equity securities of the Company
and approximately 100% of the voting rights for the outstanding
The purchase price for the Preferred Stock was paid in cash. The
consideration for the purchase was provided to the Purchaser from
the individual's private funds. The Purchase of the Preferred Stock
was the result of a privately negotiated transaction which
consummation resulted in a change of control of the Registrant.
No common shares were issued in the transaction.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers.
As a result of the Purchase and change of control of the
Registrant, the existing officer, and director of the Company,
Scott Sitra, President Secretary, and Treasurer have
Under the terms of the stock purchase agreement, the new
controlling shareholder was permitted to elect representatives to
serve on the Board of Directors to fill the seat(s) vacated by
prior directors. Mr. Miro Zecevic became the sole Director and
Chairman of the Board of the Registrant, and the acting sole
officer of the Company.
The Company will use the Preferred shareholder's Twitter and social
media account to dissimilate any future corporate actions
Twitter and via the Preferred
shareholder email email@example.com for non-public
Miro Zecevic – Interim Turn Around Management
Zecevic is 57 years old and makes his home in West Palm Beach
Florida. Miro is an experienced financial executive with more than
30 years of finance experience and 17 years with publicly traded
companies. He has an extensive background in capital formation
mergers and acquisitions (M&A). He is currently an independent
consultant with a number of other issuers focused on M&A,
capital raises, and optimization.
As of the date of this filing, the Company has not entered into any
material plans, contracts, or other arrangements (whether or not
written) with its new officers and directors.
There are no arrangements or understandings among members of both
the former and new control person and their associates with respect
to the election of directors of the Company or other matters.
Item 8.01 Other
The issuer changed control in a civil and amicable fashion. The
issuer carries approximately $1,8 million dollars in debt
with no foreseeable ability to satisfy any portion of the
obligations. The turn around management intends to compile all
proof of debt and formally file a Federal reorganizational plan or
Chapter 11 under the Federal bankruptcy reorganizational plan. The
interim management intends to restore the company back to fully
operational status without seeing its shareholder base and eroding
the shareholder equity to a nominal or minimal level.
Under the terms of the agreement (control block), the interim
management will resign and introduce new management and a new
operating entity will be operating within the auspices and
direction of the issuer and the new long term management.
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.
||Tiger Reef Inc.
||/s/ Miro Zecevic
Name: Miro Zecevic
Title: Director and
Chairman of the Board
Date: July 23, 2020