0001021432-18-000314.txt : 20180827 0001021432-18-000314.hdr.sgml : 20180827 20180827140451 ACCESSION NUMBER: 0001021432-18-000314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180823 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: 20180827 DATE AS OF CHANGE: 20180827 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Vivos Holdings Inc. CENTRAL INDEX KEY: 0001725811 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 823674573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55893 FILM NUMBER: 181038670 BUSINESS ADDRESS: STREET 1: 22 BALTIMORE ROAD CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 571-383-2501 MAIL ADDRESS: STREET 1: 22 BALTIMORE ROAD CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: Snowy Forest Acquisition Corp DATE OF NAME CHANGE: 20171219 8-K 1 form8kchginconvivos.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 August 23, 2018 Date of Report (Date of Earliest Event Reported) VIVOS HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) SNOWY FOREST ACQUISITION CORPORATION (Former Name of Registrant as Specified in its Charter) Delaware 000-55893 82-3674573 (State or other (Commission File Number) (IRS Employer jurisdiction of incorporation) 22 Baltimore Road Rockville, Maryland 20850 (Address of principal executive offices) (zip code) 571-383-2501 (Registrant's telephone number, including area code ITEM 3.02 Unregistered Sales of Equity Securities On August 24, 2018, Vivos Holdings, Inc. (formerly Snowy Forest Acquisition Corporation) (the "Registrant" or the "Company") issued shares of its common stock pursuant to Section 4(a)(2) of the Securities Act of 1933 at par representing 99.6% of the total outstanding 50,250,000 shares of common stock as follows: Igly Trust 10,000,000 Ovvan Yayu Trust 20,000,000 Judos Trust 20,000,000 With the issuance of the stock and the redemption of 19,750,000 shares of stock (discussed below), the Company effected a change in its control and the shareholder(s) elected new management of the Company. The Company intends to effect business combinations with several related companies engaged in multi-disciplinary staffing and related activities. 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 August 23, 2018, the following events occurred which resulted in a change of control of the Registrant: The Registrant cancelled an aggregate of 19,750,000 of the then 20,000,000 shares of outstanding stock valued at par. The then current officers and directors resigned. 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 January 19, 2018 as amended and supplemented by the information contained in this report. The Registrant has been formed to develop the business of Vivos Corp., a private multi-disciplinary staffing company through business acquisitions and other activities. ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors On August 23, 2018, the following events occurred: James M. Cassidy resigned as the Registrant's president, secretary and director. James McKillop resigned as the Registrant's vice president and director. The following persons were appointed as directors of the Registrant: Naveen Doki, M.D., was appointed to serve as President, Secretary and Chief Financial Officer of the Registrant. Naveen Doki, M.B.B.S., serves as President, Secretary, and Chief Financial Officer and a director of the Registrant. Dr. Doki has been in private medical practice at HOCNOVA, Virginia since 2012 specializing in Hematology Oncology. He is Board Certified in Medical Oncology by ABIM as well as Internal Medicine. Dr. Doki received his medical degree from J. Nehru Medical College, Belgaum, India in 1998, completed his internship in 2000 at King George Hospital, Vizag, India and completed his Internal Medicine Residency from 2005-2008 at UCI Medical Center, Irvine, California. He was the winner of the best Medical Oncology Research Award for USC/Norris Cancer Center in 2010. Since 2016, Dr. Doki has pursued an active interest in and is a majority owner in several tech companies including Maslow Media Group, Inc., Media Solutions, Inc., US IT Solutions, Inc., and 360 IT Professionals, Inc. 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. VIVOS HOLDINGS INC. Date: August 24, 2018 /s/ Dr. Naveen Doki