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
DATE OF EARLIEST EVENT REPORTED – APRIL 14, 2014
BLVD HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
NEVADA | 001-35802 | 45-5512933 |
(State or other jurisdiction of | (Commission | (IRS Employer |
incorporation) | File Number) | Identification Number) |
3565 King Rd., King City, Ontario, Canada L7B 1M3
(Address of principal executive offices)
(905) 833-9845
(Registrant’s telephone number, including area code)
N/A
(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:
o | Written communications pursuant to Rule 425 under the Securities Act |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K (this “Report”) contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; our product offerings; relationships with suppliers; consumer demand; financial resources and condition; revenues; profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; product and commercial liability; legal proceedings and claims.
Also, forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and the documents that we reference and file or furnish as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
As used in this Report, the terms “we”, “us”, “our”, the “Registrant”, the “Company” and “BLVD” refer to BLVD Holdings, Inc.
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Share Purchase Agreement
On April 14, 2014, BLVD Holdings, Inc. (“BLVD” or the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with Vertility Oil & Gas Corporation (“Vertility Oil & Gas”), a corporation incorporated under the laws of the Province of Ontario, and Rabea Allos to purchase one hundred percent (100%) of the outstanding shares of the common stock of Vertility Oil & Gas.
The Purchase Agreement provides that BLVD will acquire one hundred percent (100%) of the outstanding common stock of Vertility Oil & Gas in consideration for the Company issuing a total of seven million two hundred thousand (7,200,000) shares of the Company’s common stock to the beneficial shareholders of Vertility Oil & Gas.
The Purchase Agreement also provides that the Company shall enter into employment agreements with Rabea Allos and Michael Grieco pursuant to terms deemed reasonable in the industry, including the usual car allowances, benefits, non-competition and non-solicitation provisions. It is the intent of the parties to the Purchase Agreement that Rabea Allos shall continue to serve as the President of Vertility Oil & Gas and Michael Grieco shall continue to serve as the Vice President of Vertility Oil & Gas.
Worldwide Rx100 License Agreement
On April 16, 2014, BLVD entered into a master license agreement (the “License Agreement”) with Rx100 Inc. (“Rx100”), a corporation incorporated under the laws of the Province of Ontario, and Donald Meade, President of Rx100. The License Agreement provides that BLVD will acquire an exclusive perpetual worldwide license to produce, market and sell the mold remediation products and patented formulas owned by Rx100 in consideration for the Company issuing one million one hundred thousand (1,100,000) shares of the Company’s common stock to Donald Meade. Such shares shall be held in escrow for six (6) months as security for the covenants made by Rx 100 Inc. and Donald Meade pursuant to the License Agreement.
The License Agreement further provides that the Company shall enter into an employment agreement with Donald Meade pursuant to terms deemed reasonable in the industry, including the usual car allowances, benefits, non-competition and non-solicitation provisions. Mr. Meade’s starting salary thereunder shall be CAD $120,000. In addition, the License Agreement provides that Mr. Meade will be entitled to a perpetual seven percent (7%) gross royalty on all Rx100 product sales going forward.
ITEM 2.01
COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Vertility Oil & Gas
On April 14, 2014, the Company completed the acquisition of Vertility Oil & Gas, pursuant to the terms and conditions of the Purchase Agreement, as described in Item 1.01 above and incorporated into this Item 2.01 herein by reference thereto. Vertility Oil & Gas is a start-up business whose current business plan is to secure contracts in the Middle East oil and gas industry with a specific focus on opportunities in Iraq. Vertility Oil & Gas intends to provide services including procuring equipment, products and services and engaging in projects in the upstream, midstream and downstream sectors. Vertiltiy is bidding on projects with respect to oil well services, pipeline, power generation and distribution, water and wastewater, petrochemical, refining, and equipment process technology industries. Vertility Oil & Gas is also in advanced negotiations with a number of different companies in the Middle East to bid on contracts by way of a partnership or joint venture. Vertility Oil & Gas has not secured any contracts to date.
ITEM 3.02: | UNREGISTERED SALES OF EQUITY SECURITIES. |
On April 14, 2014, the Company entered into the Purchase Agreement, pursuant to which the Company has agreed to issue seven million two hundred thousand (7,200,000) shares of the Company’s common stock to the beneficial shareholders of Vertility Oil & Gas, as described in Item 1.01 above, which disclosure is incorporated into this Item 3.02 by reference thereto.
On April 16, 2014, the Company entered into the License Agreement, pursuant to which the Company has agreed to issue one million one hundred thousand (1,100,000) shares of the Company’s common stock to Donald Meade, as described in Item 1.01 above, which disclosure is incorporated into this Item 3.02 by reference thereto.
ITEM 8.01
OTHER EVENTS
On April 14, 2014, the Company issued a press release announcing that the Company acquired Vertility Oil & Gas Corporation. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
On April 16, 2014, the Company issued a press release announcing that the Company acquired worldwide licencing rights of Rx100 Remedy and related Rx100 Products. A copy of such press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(a)
Financial Statements of Businesses Acquired.
The Company will file the financial statements of the newly acquired business by amendment to this Report within 71 calendar days after the date this Report is due, as permitted by Instruction (a)(4) to Item 9.01 of Form 8-K.
(b)
Pro Forma Financial Information.
The Company will file pro forma financial information regarding the newly acquired business by amendment to this Report within 71 calendar days after the date this Report is due, as permitted by Instruction (a)(4) to Item 9.01 of Form 8-K.
(c)
Exhibit List
Exhibit
Description
99.1 |
| BLVD Holdings, Inc. press release, dated April 14, 2014 |
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99.2 |
| BLVD Holdings, Inc. press release dated April 16, 2014 |
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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, thereunto duly authorized.
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| BLVD HOLDINGS, INC. | ||
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Dated: April 25, 2014 | By: | /s/ John G. Simmonds | |
| Name: John G. Simmonds | ||
| Title: President and Chief Executive Officer | ||
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A.C. Simmonds and Sons Inc., (BLVD Holdings Inc.)
Acquires Vertility Oil & Gas
TORONTO, ONTARIO--(Marketwired - April 14, 2014) – A. C. Simmonds and Sons Inc., (BLVD Holdings Inc. (the "Company") (OTCQB:BLVO) - Today John G. Simmonds, Chairman and CEO of A. C. Simmonds and Sons Inc. is pleased to announce the acquisition of Vertility Oil & Gas.
Through acquisitions and joint ventures, Vertility Oil & Gas, headed by Mr. Rabea Allos, President, is focused in the Middle East market and Iraq where oil production is expected to grow from 3 million to 12 million barrels per day by 2017. To meet the demand to upgrade and expand infrastructure, Vertility Oil & Gas is procuring equipment, products and services and engaging in projects in the upstream, midstream and downstream sectors. Projects include oil well services, pipeline, power generation and distribution, water and wastewater, petrochemical, refining, and equipment process technology industries.
“Mr. Allos is a dedicated professional and I am delighted to welcome him to the team “, said John Simmonds. “Rabea has over thirty years of experience as a Civil Engineer in the Middle East, Europe, and Canada.”
“Vertility Oil & Gas recently acquired, and will be marketing a revolutionary product, OilStic in the Middle East market,” said Mr. Allos. “This addresses environmental issues surrounding thousands of oil ponds in the region through a revolutionary invention that completely separates oil from water. There is great potential for this market and our strong ties with the Middle East banking community assures significant available funding to finance projects.”
Mr. Allos has worked closely with a number of Canadian companies with global presence, to develop business in the Middle East, in particular Iraq. He has a broad network of market contacts with industry players, government agencies and financial institutions. Vertility Oil & Gas has assembled a seasoned team of executives, local contractors, technical staff and affiliates with extensive experience in the Iraqi oil and gas industry, through long established relationships with buyers in the different state owned companies and the major international oil companies.
About A. C. Simmonds and Sons
The Company has initiated the process to change its name from BLVD Holdings Inc., (BLVO) to A.C. Simmonds and Sons Inc., The Company is a publicly traded company which is now focused on acquiring profitable businesses for expansion and development. John G. Simmonds began his career with A.C. Simmonds and Sons (Canada), now in its 96th year. He co-founded the largest Canadian golf course operation and has successfully grown companies and built effective teams. Mr. Simmonds has served as chairman and board director of several public companies.
Forward-looking Statements
Note: This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. The Company cannot provide assurances that the matters described in this press release will be successfully completed or that the
company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in the Company's SEC filings. The Company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the Company's business, please refer to the risks and uncertainties detailed from time to time in the Company's SEC filings.
This release does not constitute an offer for sale of securities.
Contact Information
A.C. Simmonds and Sons Inc.
(changing its name from BLVD Holdings Inc.)
Don Fenton
416-434-3681
A.C. Simmonds and Sons Inc., (BLVD Holdings Inc.) acquires worldwide license for mould remediation invention
TORONTO, ONTARIO--(Marketwired - April 16, 2014) - A. C. Simmonds and Sons Inc., (BLVD Holdings Inc.) (the "Company") (OTCQB:BLVO) - John G. Simmonds, Chairman and CEO of A. C. Simmonds and Sons Inc. is pleased to announce the acquisition of the worldwide licensing rights for the world’s only lab tested and proven mould remediation solution Rx100Remedy and related Rx100 Products.
Rx100Remedy has been clinically proven effective after many years in lab tests and on site success in the permanent removal of mould and insects, a multi-billion dollar global problem that affects hospitals, schools, hotels, government buildings and other institutional, commercial and private buildings. Prior to Rx100 additives and Rx100Remedy™ no permanent solution has been available for the complete remediation and successful, long-term removal of penicillium aspergillus, strachybotrys niger (black mould) and other basidiospores.
“This innovative technology fits our corporate vision for products and services that improve the quality of life”, said John Simmonds. “All companies under the A.C. Simmonds and Sons umbrella contribute to our overall wellbeing, whether it be the food we eat, responsible waste management, renewable energy and new technologies, or leisure activities.”
"Serious lung infections caused by mould are preventable," said Donald Meade, President of Rx100 Remedy Inc. www.rx100remedy.com “We are partnering with companies worldwide that are incorporating Rx100 in paints, caulk, grout, plaster, compounds, plastics, adhesives, HVAC filters, insulation binders and drywall. The company is targeting to surpass its 3 year projections of $36US million in sales based on current bookings and partnerships”
According to most international health organizations, basidiospores are micro-organisms that transmit disease causing bacteria, fungi and viruses that can cause illness and threaten the health and well-being of millions of people.
About A. C. Simmonds and Sons
www.acsimmondsandsons.com
A.C. Simmonds and Sons, now in its 96th year, is a Canadian based company with interests across North America and a growing international presence. The Company is focused on acquiring profitable businesses for expansion and development in four growth sectors: international food, waste management, renewable energy and leisure. John G. Simmonds, Chairman and CEO co-founded the largest Canadian golf course operation and has successfully established and grown companies and built effective teams. Mr. Simmonds has served as chairman and board director of several public companies. A. C. Simmonds and Sons has initiated the process to change its name from BLVD Holdings Inc., (BLVO).
Forward-looking Statements
Note: This press release contains "forward looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. The Company cannot provide assurances that the matters described in this press release will be successfully completed or that the company will realize the anticipated benefits of any transaction. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to: global economic and market conditions; the war on terrorism and the potential for war or other hostilities in other parts of the world; the availability of financing and lines of credit; successful integration of acquired or merged businesses; changes in interest rates; management's ability to forecast revenues and control expenses, especially on a quarterly basis; unexpected decline in revenues without a corresponding and timely slowdown in expense growth; the company's ability to retain key management and employees; intense competition and the company's ability to meet demand at competitive prices and to continue to introduce new products and new versions of existing products that keep pace with technological developments, satisfy increasingly sophisticated customer requirements and achieve market acceptance; relationships with significant suppliers and customers; as well as other risks and uncertainties, including but not limited to those detailed from time to time in the Company's SEC filings. The Company undertakes no obligation to update information contained in this release. For further information regarding risks and uncertainties associated with the Company's business, please refer to the risks and uncertainties detailed from time to time in the Company's SEC filings.
This release does not constitute an offer for sale of securities.
Contact Information
A.C. Simmonds and Sons Inc.(changing its name from BLVD Holdings Inc.)Don Fenton416-434-3681