0001021432-14-000149.txt : 20140508 0001021432-14-000149.hdr.sgml : 20140508 20140507181226 ACCESSION NUMBER: 0001021432-14-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140507 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20140508 DATE AS OF CHANGE: 20140507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Recreational Marijuana Inc. CENTRAL INDEX KEY: 0001586551 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 463621499 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55058 FILM NUMBER: 14822331 BUSINESS ADDRESS: STREET 1: 215 APOLENA AVE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 BUSINESS PHONE: 202-387-5400 MAIL ADDRESS: STREET 1: 215 APOLENA AVE CITY: NEWPORT BEACH STATE: CA ZIP: 92662 FORMER COMPANY: FORMER CONFORMED NAME: Trail Run Acquisition Corp DATE OF NAME CHANGE: 20130911 8-K 1 form8kcic042514trail.txt 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 April 25, 2014 Date of Report (Date of Earliest Event Reported) TRAIL RUN ACQUISITION CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 000-55058 46-3621499 (State or other (Commission File Number) (IRS Employer jurisdiction Identification No.) of incorporation) 10244 SE Pine Street Unit H105 Portland, Oregon (Address of Principal Executive Offices) 215 Apolena Avenue Newport Beach, California 92662 (Former Address of Principal Executive Offices) 949 673 4510 (Registrant's Telephone Number) ITEM 3.02 Unregistered Sales of Equity Securities On April 28, 2014, Trail Run Acquisition Corporation (the "Registrant" or the "Company") issued 1,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 100% of the total outstanding 1,000,000 shares of common stock as follows: Andrey P. Galas 1,000,000 With the issuance of the 1,000,000 shares of stock and the redemption of 20,0000,000 shares of common stock (discussed below), the Company effected a change in its control and the new majority shareholder(s) elected new management of the Company. The Company may develop its business plan by future acquisitions or mergers but no agreements have been reached regarding any acquisition or other business combination. The Company changed its name as part of the change in control. If the Company makes any acquisitions, mergers or other business combination, the Company will file a Form 8-K but until such time the Company remains a shell company. ITEM 5.01 Changes in Control of Registrant On April 25, 2014, the following events occurred which resulted in a change of control of the Registrant: 1. The Registrant redeemed an aggregate of 20,000,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $2,000. 2. The then current officers and directors resigned. 3. New officer(s) and director(s) were appointed and elected. The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the Securities and Exchange Commission on Form 10-12G filed on September 30, 2013 as amended and supplemented by the information contained in this report. The Registrant anticipates that it will develop its business with a business combination with a private company or through the development of its business plan. The Company is designed to invest in and acquire companies in the emerging marijuana and hemp industries in both the medical and recreational markets. The Company plans on diversification in all available areas of direct and indirect business in the marijuana and hemp industries which include industrial machinery, hydroponics, botanical extractors, edible production. The Company anticipates its services to range from medical field administration to the capitalization and advancement of existing marijuana and hemp industry business and product pioneers. The Company anticipates such services to include production of cannabis-based health and wellness products and the production of industrial machinery pertaining to such industries. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors On April 25, 2014 James M. Cassidy resigned as the Registrant's president, secretary and director. On April 25, 2014, James McKillop resigned as the Registrant's vice president and director. On April 25, 2014, Andrey P. Galas was named as the director of the Registrant. On April 25, 2014, the following persons were appointed to the offices of the Registrant as appears next to their names as follows: Andrey P. Galas President, Chief Executive Officer Andrey P. Galas serves as the sole director of the Registrant, its president and Chief Executive Officer. Mr. Galas is the founder of the National Cannabis Trade Association of America ("NCTAA") and is a founding member of CannabisTradeUniversity.com, an open-source online resource pertaining to the laws, regulations and implementation of trade strategies in the emerging marijuana market industries. Mr. Galas is also the founder of Cannabis Warehouse, Inc. and CannabisWarehouse.com. Mr. Galas is responsible for the strategy, licensing, branding and expansion efforts related to Cannabis Warehouse and other emerging associated businesses. Mr. Galas also oversees the company's research and development, formulations, manufacturing, sales, marketing and distribution. Mr. Galas is a cannabis industry pioneer and has built a reputation as an emerging marijuana and hemp industry leader. 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 hereunder duly authorized. TRAIL RUN ACQUISITION CORPORATION Date: April 28, 2014 Andrey P. Galas President