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AMERICAN HERITAGE INTERNATIONAL INC. FILES (8-K/A) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

February 24, 2014

Item 1.01 Entry Into A Material Definitive Agreement

On August 28, 2013, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the "Agreement") with our prior officer and director, Joseph Isaacs, and shareholder, Robert Sawatsky. Pursuant to the Agreement, we transferred all assets and business operations associated with our paper products business to Mr. Isaacs and Mr. Sawatsky. In exchange, Mr. Isaacs and Mr. Sawatsky agreed to assume and cancel all liabilities relating to our former business. Furthermore, Mr. Isaacs agreed to cancel 46,500,000 shares held by him in our company and Mr. Sawatsky agreed to forfeit the right to 2,000,000 shares (4,000,000 post-split), not yet issued but due to him, in our company.

As a result of the Agreement, we are no longer pursuing our former business plan. Under the direction of our newly appointed officers and directors, as set forth below, we intend to become one of the leaders in the fast growth electronic cigarette industry.

In furtherance of our new business direction, on August 28, 2013, we entered into an Asset Purchase Agreement (the "Purchase Agreement") with American Heritage LLC and its principals Anthony Sarvucci and Vincent Bonifatto. Under the Purchase Agreement, we acquired certain assets and intellectual property related to the electronic cigarette business in exchange for 15,300 shares of our newly created Series A Convertible Preferred Stock.

Copies of the Agreement and Purchase Agreement are attached hereto as Exhibits 10.1 and 10.2, and are incorporated by reference herein.

We intend to take advantage of the rapid growth of the electronic cigarette. We believe that we are positioned to capture a significant market share in the electronic cigarette market at a critical point in the industry's growth. Our principals are seasoned executives with track records of success in developing emerging growth companies and bringing their products to market. They have significant experience in the space, the relationships necessary for success, and know the growth potential for this fast growing market.

Electronic Cigarettes



An electronic cigarette, or e-cigarette, was invented in 2003 by Chinese pharmacist Hon Lik, with the intent to provide a satisfying and safe alternative for the delivery of nicotine. This delivery is through the lungs via an atomized water and nicotine cartridge with a device that looks, feels, and tastes like a traditional tobacco cigarette. The device uses heat, or in some cases ultrasonic, to vaporize a propylene glycol- or glycerin-based liquid solution into an aerosol mist, similar to the way a nebulizer or humidifier vaporizes solutions for inhalation.

It provides the customer with an alternative to traditional cigarettes without the negative and health issues associated with the smoking of tobacco products. The product allows the smoker to smoke practically everywhere, while reducing the risks to the smoker's health, and the people around them. Additionally, the electronic cigarette saves the smoker money, as it is a more cost effective alternative to tobacco products.

Since its introduction, the electronic cigarette technology has undergone . . .

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures set forth in Item 1.01 are incorporated by reference into this Item 3.02.

On August 28, 2013, we issued a total of 15,300 shares of our newly designated Series A Convertible Preferred Stock in connection with the Asset Purchase Agreement that we entered into with American Heritage LLC and its principals Anthony Sarvucci and Vincent Bonifatto.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

Item 3.03 Material Modification of Rights of Security Holders

On August 26, 2013, we filed an Amendment to the Company's Articles of Incorporation (the "Certificate of Amendment") with the Nevada Secretary of State. The Certificate of Amendment amended the First Article of the Company's Articles of Incorporation to change the Company's name to American Heritage International Inc. The Certificate of Amendment also amended the Fourth Article of the Company's Articles of Incorporation to: (i) increase the authorized shares of common stock from two hundred million (200,000,000) shares, par value $0.01 per share, to five hundred million (500,000,000) shares, par value $0.01 per share; and (ii) authorize the issuance of up to twenty million (20,000,000) shares of Preferred Stock, par value $0.01 per share, which may be issued in one or more series, with such rights, preferences, privileges and restrictions as shall be fixed by the Company's Board of Directors from time to time. As a result of the Certificate of Amendment, we now have five hundred and twenty million (520,000,000) authorized shares, par value $0.001 per share, consisting of two classes designated as "Common Stock" and "Preferred Stock." The total number of shares of Common Stock that we have authority to issue is five hundred million (500,000,000) shares and the total number of shares of Preferred Stock that we have authority to issue is twenty million (20,000,000) shares. Our Board of Directors and a majority of our shareholders approved the Certificate of Amendment.

A copy of the Certificate of Amendment that was filed with the Nevada Secretary of State on August 27, 2013 is attached hereto as Exhibit 3.1, and is incorporated by reference herein.

On August 26, 2013, pursuant to the Fourth Article of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Convertible Preferred Stock, consisting of up to fifteen thousand three hundred (15,300) shares, par value $0.001. Under the Certificate of Designation, holders of Series A Convertible Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock may convert their shares into shares of our common stock on the basis of 10,000 shares of common stock for every 1 share of Series A Preferred Stock converted. Holders are further are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 10,000 votes for each share held.

The rights of the holders of Series A Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on August 28, 2013, attached hereto as Exhibit 3.2, and is incorporated by reference herein.

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Item 5.01 Changes in Control of Registrant

The disclosures set forth in Items 1.01 and 3.02 are incorporated by reference into this Item 5.01.

On August 28, 2013, Joseph Isaacs agreed to transfer 36,000,000 of his shares of common stock to Anthony Sarvucci and Vincent Bonifatto for a total purchase price of $36,000. The source of the consideration paid to Joseph Isaacs was the existing funds of these new shareholders.

As a result of the purchase of shares, along with their ownership of Series A Convertible Preferred Stock and the cancellation of Joseph Isaacs shares, Anthony Sarvucci and Vincent Bonifatto are now in control of 75% of our issued and outstanding voting securities.

In connection with the sale of his controlling interest in the company, our current board of directors, comprised of Joseph Isaacs, appointed Anthony Sarvucci and Vincent Bonifatto to the board of directors and to certain officer positions and then resigned from all officer and director positions, as discussed in Item 5.02, below.

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 registrant.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The disclosures set forth in Items 1.01 and 3.02 are incorporated by reference into this Item 5.02.

On August 26, 2013, the board of directors appointed Anthony Sarvucci and Vincent Bonifatto to our board of directors. In addition, the board appointed Anthony Sarvucci as President and Chief Executive Officer, and Vincent Bonifatto as CFO, Secretary and Treasurer, to hold office until removed by the board of directors.

Following these appointments, the board accepted the resignation of Joseph Isaacs as our former officer and director. There was no known disagreement with Mr. Isaacs regarding our operations, policies, or practices.

Anthony Sarvucci - President, CEO and Director

A results driven professional, Mr. Sarvucci has a proven track record of success within the energy sector and more recently the consumer products market segment. Mr. Sarvucci brings to American Heritage a wealth of worldwide contacts and relationships established over years as the CEO of a public energy service company and more recently as a highly sought after investment banking consultant.

Recently Mr. Sarvucci lead a team that was successful in transitioning a cutting edge emulsifying chemical solution designed for environmentally friendly oil spill cleanup into the retail product Clean Go Green Go.

Mr. Sarvucci helped to form American Heritage because he strongly believes that e-cigs are the future of the cigarette industry and that it is only a matter of time before the industry becomes a major player on the world stage.

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2009-2013 - Prairie West Oil and Gas Ltd.

Mr. Sarvucci co-founded Prairie West Oil and Gas Ltd. He served as the company's president and is a member of the board of directors. Prairie West was a producing Alberta based oil and gas company that was well diversified in heavy oil and natural gas.

2004-2009 - Consultant



During this period Mr. Sarvucci acted as a highly sought after freelance consultant. Working hand in hand with several Public companies, Anthony was successful in providing strategic financing options through the global market place. With a focus on Europe and South America, Mr. Sarvucci broadened the financial possibilities for these North American based companies and in each case was able to increase their access to capital with the goal of securing the necessary funds for growth.

Vincent Bonifatto - CFO, Secretary, Treasurer and Director

A highly detailed and organized individual, Mr. Bonifatto brings to American Heritage extensive experience in financial and managerial accounting. In the past he has been instrumental in taking companies public while making sure fillings were up to date, complete and accurate.

Due to his previous business successes and his time spent at UNLV, American Heritage is now in a great position to benefit from the established relationships Mr. Bonifatto has cultivated throughout the years. In addition to his public market experience, Mr. Bonifatto has been a senior manager at Triton Stock Transfer, founded a mortgage company and has most recently been employed as the financial director of one of the largest Ford Automobile Dealerships in Las Vegas.

2008 - 2013 - Gaudin Ford



Acting Financial Director at Gaudin Ford. Measured by both dollar amount and volume Gaudin Ford is one of the largest automobile dealers in Las Vegas.

2005 - 2008 - Fusion Financial

Vincent founded and operated Fusion Financial which was a mortgage company located in Modesto, California.

Our newly-appointed officers and directors have not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years, except as provided in this Current Report on Form 8-K. At this time, we do not have any written employment agreements or other formal compensation agreements with our officers and directors. Compensation arrangements with our officers and directors are the subject of ongoing development and we will make appropriate additional disclosures as they are further developed and formalized.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.

On August 26, 2013 a majority of our shareholders and our board of directors approved an amendment to our Articles of Incorporation for the purpose of changing our name to "American Heritage International Inc."

In connection with the name change, we have the following new CUSIP number: 2650U 102. We have submitted the required information to FINRA and we expect an effective date in the coming weeks.

21 Item 8.01 Other Events



Following the transactions described above, our corporate offices have been moved and our phone number has changed. Our new office address and phone number is:

2087 Desert Prairie St.Las Vegas, NV 89135 (702) 557-9332



Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed. This Current Report on Form 8-K is filed for precautionary purposes pending further review by the Company as the Company does not believe that the acquisition involved a significant amount of assets under Item 2.01 of Form 8-K.

(b) Pro forma financial information

To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed. This Current Report on Form 8-K is filed for precautionary purposes pending further review by the Company as the Company does not believe that the acquisition involved a significant amount of assets under Item 2.01 of Form 8-K.

Exhibit No. Description 3.1 Certificate of Amendment (1) 3.2 Certificate of Designation (1) 10.1 Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (1) 10.2 Asset Purchase Agreement (1)



(1) Incorporated by reference to the Current Report on From 8-K filed on August 30, 2013.

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Source: Edgar Glimpses


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