8-K 1 xrxh8kvedgar2.htm

 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 Report (date of earliest event reported): March 31, 2023

 

ENTERTAINMENT HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Oklahoma

 

5050

 

65-0844480

(State or Other Jurisdiction of
Incorporation or Organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(IRS Employer

Identification No.)

 

Doug Cole,

President and Chief Executive Officer

S. Carson St., P.O. Box #40, Carson City, NV 89701

Phone: + 357 25057246

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Office)

 

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 (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 31, 2023, in connection with the Securities Purchase Agreement entered into by G. Reed Petersen and Doug Cole on March 31, 2023 (the “SPA”), G Reed Petersen, resigned as the Company’s President, Secretary, Treasurer and Sole Director, as well as all officer titles he has used to date.

 

Further, on March 31, 2023, Doug Cole was appointed as the Company’s President, Director, Secretary, and Treasurer of the Company.

 

Mr. Cole, Age 67, previously was Chairman and CEO of American Battery Metals Corporation (ABML) from 2017 to 2021, having orchestrated a successful turnaround that resulted in a high of a $2 billion market capitalization. Mr. Cole led the transition from a lithium exploration and development company to a lithium asset and lithium-ion battery metal recycling company and left the company in August of 2021. He was a Partner overseeing all ongoing deal activities with Objective Equity LLC since 2005, a boutique investment bank focused on the high technology, data analytics and the mining sector. Since 1977, Mr. Cole has held various executive roles, including Chairman, Executive Vice Chairman, Chief Executive Officer and President of multiple public corporations. From May 2000 to September 2005, he was also the Director of Lair of the Bear, The University of California Family Camp located in Pinecrest, California. During the period between 1991 and 1996 he was the CEO of HealthSoft and he also founded and operated Great Bear Technology, which acquired Sony Image Soft and Starpress, then went public and eventually sold to Graphix Zone. In 1995 Mr. Cole was honored by NEA, a leading venture capital firm, as CEO of the year. Since 1982 he has been very active with the University of California, Berkeley mentoring early-stage technology companies. Mr. Cole has extensive experience in global M&A and global distributions. He obtained his BA in Social Sciences from UC Berkeley in 1978. Mr. Cole has been married for 43 plus years and is an avid Skier and former Rugby Player for the UC Berkeley, St Mary’s College and The Old Blues RFC.

 

There are no family relationships with any of the executive officers or directors of the Company and the above referenced individual. Other than as set forth in the SPA, there are no arrangements or understandings between the above referenced individual and any other persons pursuant to which he was selected as a director, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

 

 

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 hereunto duly authorized.

 

 

ENTERTAINMENT HOLDINGS, INC.

 

 

Date: July 14, 2023

By:

/s/ Doug Cole

 

Name:

Doug Cole

 

Title:

Chief Executive Officer