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2050 MOTORS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

May 8, 2014

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Acquisition 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.

2 FORM 10 DISCLOSURE



As disclosed elsewhere in this Current Report, effective on May 2, 2014, we 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, the 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 of China ("PRC"). Aoxin Automobile is a wholly-owned subsidiary of Dongfeng Motors Corporation ("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 protocols for 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 Transportation ("DOT") safety standards. 2050 Motors has entered into negotiations with Calspan Corporation ('Calspan"). Calspan 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.

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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, Jr, 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 YEAR

In connection with the transactions described above, effective on May 2, 2014, Amendments to our Articles of Incorporation changing our name to 2050 Motors, Inc., 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, Inc.

(b) Pro Forma Financial Information



Included in this Report are the pro-forma financial statements for 2050 Motors, Inc.

(c) Exhibits Exhibit Number Description 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. 14


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Source: Edgar Glimpses


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