ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously reported on Current Report on Form 8-K filed on February 5, 2014
Zegarelli Group International, Inc.
("we," "our," "us," or the "Company")
entered into a definitive Plan and Agreement of Reorganization (the "Acquisition
Agreement") with 2050 Motors, Inc.
("2050 Motors") and certain shareholders of
2050 Motors (collectively the "2050 Motors Shareholders") wherein the Company
agreed to acquire all of the outstanding shares of common stock of 2050 Motors
in accordance with the Acquisition Agreement. In exchange for the 2050 Motors
shares, the Company will issue to the 2050 Motors Shareholders up to 24,994,670
shares of the Company's common stock, post-split. The exchange of the 2050
Motors shares for the Company's common stock is referred to in this Current
Report on Form 8-K as the "Share Exchange." After the closing of the Share
Exchange (the "Closing"), 2050 Motors will become our wholly-owned subsidiary,
and the 2050 Motors Shareholders will own approximately 82% of our common stock,
on an as converted, fully diluted basis.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 2, 2014
, the transactions contemplated by the Acquisition Agreement
closed (the "Closing"). Pursuant to the Acquisition Agreement, 2050 Motors
became a wholly-owned subsidiary of the Company and there operations and assets
became the sole business of the Company, as described herein and the 2050 Motors
Shareholders owned on May 2, 2014
approximately 82% of our common stock,.
In accordance with the Acquisition Agreement the following actions were taken
and became effective on May 2, 2014
A one for four (1:4) reverse stock split (the "Reverse Stock Split"). This
Reverse Stock Split caused the total number of shares of common stock
outstanding before the Closing to be 5,563,259 and 30,557,929 after the Closing.
Amendment to the Company's Certificate of Incorporation to i) increase the
authorized common stock to 100,000,000 shares, and
Amendment to the Company's Certificate of Incorporation changing our name to
2050 Motors, Inc.
, to better reflect the business of the Company.
FORM 10 DISCLOSURE
As disclosed elsewhere in this Current Report, effective on May 2, 2014
acquired 2050 Motors, Inc.
, through the Acquisition Agreement. Upon the
acquisition of 2050 Motors we are no longer a shell corporation and have taken
on the operations of 2050 Motors. We have included this disclosure in order to
disclose the details of our resulting new operations and management.
Please note that the information provided below relates to the combined company
after the acquisition of 2050 Motors, except that information relating to
periods prior to the date of the acquisition only relate to the Company unless
otherwise specifically indicated.
DESCRIPTION OF BUSINESS
History and Development of the Company
2050 Motors, Inc.
has an exclusive license, subject to minimum sales
requirements, to import, market and sell in the United States
, Puerto Rico
US Territories and Peru
, the "e-Go" lightweight carbon fiber all-electric
vehicle design and electric light truck, manufactured by Jiangsu Aoxin New
Energy Automobile Co., LTD
("Aoxin Automobile") located in the Peoples Republic
("PRC"). Aoxin Automobile is a wholly-owned subsidiary of Dongfeng
("Dongfeng Motor") which is one of the largest automobile
manufacturers in China
, producing over 3.76 million cars and trucks in 2012.
Aoxin Automobile was funded by Dongfeng Motors
to develop and manufacture a
lightweight, super-efficient, carbon fiber e-Go EV electric car ("e-Go EV").
The e-Go EV is a unique concept electric vehicle. It will be the only production
line electric vehicle with a carbon fiber body manufactured by a new process
that uses robotics to produce parts, which significantly reduces the production
time and cost of carbon fiber components. The carbon fiber composite material is
five times stronger than steel, and one third the weight.
In accordance with the exclusive license agreement signed with Aoxin, in order
to maintain exclusive rights for the United States
(US), the Company is required
to purchase and sell certain amount of e-Go EV model vehicles per year for a
certain period of time starting from the completion of the requirements
established by the United States Department of Transportation's
the e-Go EV model. The required amount of vehicles that the company needs to
sell per year are as follows: Year one-2,000 vehicles; Year 2-6,000 vehicles;
Year 3-12,000 vehicles; Year 4-24,000 vehicles and Year 5-48,000 vehicles.
The exclusive license contract between 2050 Motors and Aoxin Automobile requires
that 2050 Motors complete US crash testing according to US Department of
("DOT") safety standards. 2050 Motors has entered into
negotiations with Calspan Corporation
is committed to the
evolution of safety in the air and on the ground, and has assisted in developing
. . .
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On January 30, 2014
, we entered into an Agreement and Plan of Reorganization
(the "Reorganization") by and among Zegarelli, 2050 Motors and Certain
Shareholders of 2050 Motors. On May 2, 2014
, the transactions contemplated by
the Reorganization closed (the "Closing"). Pursuant to the Reorganization the
shareholders representing 100% of 2050 Motors issued and outstanding shares of
common stock exchanged their shares for 24,994,670 shares of our post split
common stock. The issuances were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, and each of the investors was either
accredited or sophisticated and familiar with our operations.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On May 2, 2014
, in accordance with the Reorganization the shareholders of 2050
became the owners of approximately 82% of the issued and outstanding common
stock of the Company. As a result of the Reorganization, we acquired the
operations and assets of 2050 Motors as described herein.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 2, 2014
, in connection with the Reorganization Michael Hu became a member
of our Board of Directors, President and Chief Financial Officer His
biographical information is included above. In addition, also on May 2, 2014
and in connection with the Reorganization, Bernd Schaefers
became a director and
Secretary and Mark R. Edwards
, Ph.D. became a director. Both of their
biographical information is include above.
Upon the appointment of the three new directors, Mr. Alfred E. Booth
resigned as a director and officer of the Company and Ms. Zegarelli and Ms.
Booth also resigned as directors and/or officers of the Company.
ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
In connection with the transactions described above, effective on May 2, 2014
Amendments to our Articles of Incorporation changing our name to 2050 Motors,
, effectuating a 1-for-4 reverse stock split and increasing our authorized
common stock form 25,000,000 shares to 100,000,000 shares.
ITEM 7.01 REGULATION FD DISCLOSURE
On May 5, 2014
, we issued a press release announcing the closing of the
transaction for the acquisition of 2050 Motors, Inc.
A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
The information furnished under Item 7.01 of this Current Report on Form 8-K
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any of the Company's filing under the Securities Act of 1933, as
amended, or the Exchange Act, unless the Company specifically incorporates the
foregoing information into those documents by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Included in this Report are the audited financial statements of 2050 Motors,
(b) Pro Forma Financial Information
Included in this Report are the pro-forma financial statements for 2050 Motors,
2.1 Plan and Agreement of Reorganization dated as of January 30, 2014, among
the Company, 2050 Motors and the 2050 Motors Shareholders. (1)
23.1 Consent of Farber Hass Hurley LLP
99.1 Press Release of the Company dated May 5, 2014.
(1) Incorporated by reference from our Current Report on Form 8-K filed with the
Commission on January 30, 2014.