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LOTE > SEC Filings for LOTE > Form 8-K/A on 19-Jul-2013All Recent SEC Filings

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Form 8-K/A for LOT78, INC.


19-Jul-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or Dispositio


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 12, 2012, the Company, then under the name Bold Energy, Inc., entered into a Share Exchange Agreement (the "Share Exchange Agreement") with Anio Limited, a limited liability company established under the laws of the United Kingdom, which conducts its primary line of business under the name Lot78, Inc. ("Lot78"), the shareholders of Lot78 (the "Lot78 Shareholders"), and the controlling stockholders of the Company (the "Bold Controlling Stockholders"). Pursuant to the Share Exchange Agreement, the Company acquired 11,510 (100%) shares of common stock of Lot78 from the Lot78 Shareholders (the "Lot78 Shares") and in exchange issued 30,954,388 (54.26%) restricted shares of its common stock to the Lot78 Shareholders (the "Bold Shares"). As a result of the Share Exchange Agreement, Lot78 became a wholly-owned subsidiary of the Company and the Company now carries on the business of Lot78 as its primary business. The Share Exchange Agreement contains customary representations, warranties and conditions to closing. The closing of the Share Exchange Agreement (the "Closing") occurred on February 4, 2013 (the "Closing Date").

As a result of the Share Exchange Agreement:

(a) each outstanding Lot78 Share was cancelled, extinguished and converted into and became the right to receive a pro rata portion of the Bold Shares which equaled the number of Lot78 Shares held by each Lot78 Shareholder multiplied by the exchange ratio of 2,689.34731518 (the "Exchange Ratio"), rounded, if necessary, up to the nearest whole share. Based on the Exchange Ratio, as a result of the Share Exchange Agreement, the Lot78 Shareholders own a total of 30,954,388 restricted shares of common stock of the Company.

(b) Eden Clark and Patrick DeBlois irrevocably cancelled a total of 30,954,388 restricted shares of common stock of the Company.

As of the date of the Share Exchange Agreement, the Bold Controlling Stockholders included only the following two (2) individuals: (i) Eden Clark, the then current President, CEO, CFO, Treasurer, and Director of the Company and holder of 15,954,388 shares of the Company (27.964% of the then issued and outstanding shares); and (ii) Patrick DeBlois, the then current Secretary of the Company and holder of 15,000,000 shares of the Company (26.291% of the then issued and outstanding shares). The Share Exchange Agreement was approved by the Board of Directors of the Company and the Company's shareholders holding a majority of the issued and outstanding shares of the Company. Under Nevada corporation law, the consent of the Board of Directors and the holders of a majority of the voting power is effective director and shareholder approval . . .



ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

The information provided in Item 1.01 of this Report on Form 8-K/A related to the aforementioned Share Exchange Agreement is incorporated by reference into this Item 2.01.

As a result of the Share Exchange Agreement, (i) our principal business became the business of Lot78 and (ii) Lot78 became a wholly-owned subsidiary of the Company. As the Lot78 Shareholders obtained the majority of the outstanding shares of the Company through the acquisition, the acquisition is accounted for as a reverse merger or recapitalization of the Company. As such, Lot78 is considered the acquirer for accounting purposes.

As of the date of the Share Exchange Agreement, there were no material relationships between the Company and Lot78 or between the Company and any of Lot78's respective affiliates, directors, or officers, or associates thereof, other than in respect of the Share Exchange Agreement.



Item 3.02 Unregistered SALES of Equity Securities.

The information provided in Item 1.01 of this Report on Form 8-K/A related to the aforementioned Share Exchange Agreement is incorporated by reference into this Item 3.02.

On February 4, 2013, prior to the Closing Date of the Share Exchange Agreement referred to in Item 1.01 above, and as a condition to the Closing of the Share Exchange Agreement, the Company issued 30,954,388 restricted shares of the Company's common stock to the Lot78 Shareholders. The shares issued to the Lot78 Shareholders were issued pursuant to Rule 903 of Regulation S, as more specifically set forth below, on the basis that the investor was not a "U.S. person" as defined in Regulation S and was not acquiring the shares for the account or benefit of a U.S. person. The shares contained a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the securities.

Exemption From Registration. The shares of common stock referenced herein were issued in reliance upon the following exemption:

The shares of common stock referenced herein were issued pursuant to and in accordance with Rule 903 of Regulation S of the Act on the basis that: (i) the offer of the shares was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S; (ii) we did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the offer of the shares; (iii) each Investor represented to us that the Investor was not a "U.S. person", as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. person; and (iv) each Investor acknowledged that the securities had not been registered pursuant to the Act and that the securities may not be offered or sold in the United States unless the securities are registered under the Act or pursuant to an exemption from the Act. Each Investor agreed: (i) to resell the securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; (ii) that we are required to refuse to register any sale of the securities purchased unless the transfer is in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an exemption from registration under the Act; and (iii) not to engage in hedging transactions with regards to the securities purchased unless in compliance with the Act. All certificates representing the shares were endorsed with a restrictive legend confirming that the securities could not be resold without registration under the Act or an applicable exemption from the registration requirements of the Act.



ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

The information provided in Item 1.01 of this Report on Form 8-K/A related to the aforementioned Share Exchange Agreement is incorporated by reference into this Item 5.01.

As a result of the Share Exchange Agreement, the Lot78 Shareholders owned a total of 30,954,388 restricted shares of the Company, which represented 54.26% of the then issued and outstanding shares of common stock. The Share Exchange Agreement is being accounted for as a "reverse acquisition," as the Lot78 Shareholders own a majority of the outstanding shares of the Company's capital stock immediately following the Closing of the Share Exchange Agreement. Accordingly, Lot78 is deemed to be the acquirer in the reverse acquisition. After the Closing of the Share Exchange Agreement, the Board of Directors and management of the Company are comprised of Lot78's management team and the operations of Lot78 are the continuing operations of the Company.



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN DIRECTORS

On February 4, 2013, prior to the Closing Date of the Share Exchange Agreement referred to in Item 1.01 above and as a condition to the Closing, Eden Clark resigned as the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole member of the Board of Directors of the Company.

On February 4, 2013, prior to the Closing Date of the Share Exchange Agreement and as a condition to the Closing, the appointment of Oliver Amhurst as the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole member of the Board of Directors of the Company became effective.

The biography for Mr. Amhurst is set forth below:

OLIVER AMHURST. Mr. Amhurst has been in the fashion business for over 15 years and has spent the past six years building the Lot78 brand into a full ready-to-wear collection. Mr. Amhurst has been a full-time employee of Lot78 for the past five years. Mr. Amhurst started his career in the stock room at the Emporio Armani store in London, but rose through ranks of the company to end up running the wholesale division of all Armani products in the UK. He has extensive contacts with some of the world's leading buyers in the fashion industry, who have all supported him throughout the growth of the Lot78 brand. Mr. Amhurst has not been a director for any other company during the past five years. Mr. Amhurst was appointed as sole officer and director of the Company due to his years of experience in the fashion industry and his success in building the Lot78 brand, as well as his unique sense of style in contemporary fashion inspired by his London-based roots.



ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On January 31, 2013, the Company filed a Certificate of Amendment to its Articles of Incorporation (the "Amendment") with the Secretary of State of Nevada. As a result of the Amendment, the Company has changed its name with the State of Nevada from Bold Energy, Inc. to Lot78, Inc. A copy of the Amendment was filed with the SEC on February 4, 2013 as Exhibit 3.01 to the Company's Current Report on Form 8-K and is incorporated herein by reference.

Following the closing of the Share Exchange Agreement, the Company intends to change its July 31 fiscal year end to September 30.



ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

As a result of closing the Share Exchange Agreement, the Company is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, we completed a Share Exchange Agreement with Lot78. Item 2.01(f) and 5.01(a)(8) of Form 8-K states that if the registrant was a shell company, immediately before the acquisition transaction, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act.

Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that the information provided below relates to the combined enterprises of the Company and Lot78 after the closing of the Share Exchange Agreement, except that information relating to periods prior to the date of the Share Exchange Agreement relate to Lot78 unless otherwise specifically indicated.

ITEM 1 BUSINESS

General

Anio Limited (referred to hereinafter as "Lot78") is a limited liability company established under the laws of the United Kingdom in 2008, which conducts its primary line of business under the name Lot78, Inc. Lot78's fiscal year end is September 30. As a result of the Share Exchange Agreement with the Company described above under Item 1.01 of this Report, Lot78 became a wholly-owned subsidiary of the Company and the Company now carries on the business of Lot78 as its primary business. Following the closing of the Share Exchange Agreement, the Company intends to change its July 31 fiscal year end to September 30.

Lot78 designs, markets, distributes, and sells apparel under the brand name "Lot78" to fashion-conscious consumers on four continents, including North America, Europe, Asia, and South America. We seek to be a trend setting leader in the design, marketing, distribution and sale of luxury street apparel. Our current collection is a full men's and women's contemporary ready-to-wear line which includes leather jackets, t-shirts, sweats, knitwear, accessories, jeans, chinos, home ware, and wool coats. We operate in three distinct but integrated segments: Wholesale, Consumer Direct and Core Services. Our Wholesale segment sells our products to industry-leading high-end global department stores, specialty retailers and boutiques; our Consumer Direct segment consists of e-commerce sales through our branded website located at www.lot78.com; and our Core Services segment provides product design, distribution, marketing and other overhead resources to the other segments.

Since our inception in 2008, we have developed a recognizable brand, expanded our product offerings, and initiated a growth strategy to expand both our Wholesale and Consumer Direct segment sales. A close and influential network of global contract manufacturers have greatly aided the expansion of the Lot78 collection, which started with four men's leather jackets and developed to become a full men's and women's ready-to-wear fashion and apparel line. We utilize contract manufacturers located in Portugal, Bhutan, and Italy for the manufacture of our products. The majority of our production is based in the Venetian region of Italy, whose legacy befits our aesthetic heritage and focus on luxurious quality and innovative style. All garments are sourced, designed and manufactured by people with unique strengths, skills, and craftsmanship to create premium quality and reliable products that are in high demand with our targeted affluent demographics. We seek to continue to build our brand recognition that is characterized by unique style, timelessness, utility, and quality, as opposed to merely following prevailing fads or trends that do not have the same degree of potential growth or longevity over time.

Our Brand and Products

Since 2008, the Lot78 brand has developed an androgynous, contemporary image, which can aptly be described as "refined grunge": a marriage of luxury and urbanity. We believe that the strength of the Lot78 brand name and image is derived from our emphasis on combining the brand's London-based roots with its Italian-inspired construction. Our dedication to quality, utilization of Italian production and craftsmanship processes, and mastery of London-based urban and street-wear cultural imagery have combined to infuse our fashion and apparel collection with a unique and avant-guard take on contemporary fashion. We seek to be an innovator in premium lifestyle branding. Our fashion perspective is significantly influenced by our Founder, Mr. Oliver Amhurst, who is an influential figure in the fashion industry and has been at the forefront of style for more than a decade.

We currently offer a full collection of men's and women's ready-to-wear garments that we design, market, distribute and sell under the Lot78 brand. Our current . . .



ITEM 14 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 19, 2012, De Joya, Griffith & Company LLC ("De Joya Griffith") was dismissed as the registered independent public accountant for the Company and MaloneBailey LLP ("MaloneBailey") accepted the appointment as the registered independent public accountant for the Company. The decisions to appoint MaloneBailey and dismiss De Joya Griffith were approved by the Board of Directors of the Company on November 9, 2012.

Other than the disclosure of uncertainty regarding the ability for us to continue as a going concern which was included in our accountant's report on the financial statements for the years ended July 31, 2011 and 2010, De Joya Griffith reports on the financial statements of the Company for the years ended July 31, 2011 and 2010 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. For the two most recent fiscal years and any subsequent interim period through De Joya Griffith's termination on November 19, 2012, De Joya Griffith disclosed the uncertainty regarding the ability of the Company to continue as a going concern in its accountant's report on the financial statements.

In connection with the audit and review of the financial statements of the Company through November 19, 2012, there were no disagreements on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with De Joya Griffith's opinion to the subject matter of the disagreement.

In connection with the audited financial statements of the Company for the years ended July 31, 2011 and 2010, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K.

Prior to November 19, 2012, the Company did not consult with MaloneBailey regarding (1) the application of accounting principles to specified transactions, (2) the type of audit opinion that might be rendered on the Company's financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided a copy of the foregoing disclosures to De Joya Griffith prior to the date of filing a Current Report with the Commission on Form 8-K on November 19, 2012 (the "Current Report") and requested that De Joya Griffith furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agreed with the statements in the Current Report. A copy of the letter furnished in response to that request was filed as Exhibit . . .



ITEM 15 FINANCIAL STATEMENTS AND EXHIBITS

The information provided below in Item 9.01 of this Report on Form 8-K/A is herein incorporated by reference.

END OF FORM 10 DISCLOSURE



ITEM 8.01 OTHER EVENTS

On January 28, 2013, the Company filed a corporate action with FINRA to: (i) change the name of the Company name from Bold Energy, Inc. to Lot78, Inc. (the "Corporate Name Change"); and (ii) change the Company's OTC trading symbol from BOLD to LOTE (the "Symbol Change"). The Corporate Name Change and Symbol Change were approved by the Company's Board of Directors and the majority of the Company's shareholders. Under Nevada corporation law, the consent of the Board of Directors and holders of a majority of the voting power is effective as director and shareholder approval. In accordance with the Securities Exchange Act of 1934, an Information Statement on Schedule 14F-1 pertaining to the Corporate Name Change and Symbol Change was mailed to our shareholders on January 24, 2013. The Corporate Name Change and Symbol Change became effective with FINRA as of February 7, 2013.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Anio Limited (Lot78) for the years ended September 30, 2012 and 2011 are filed hereto as Exhibit 99.01 and are incorporated herein by reference.

The unaudited interim financial statements of Anio Limited (Lot78) as of and for the three months ended December 31, 2012 were filed with the SEC on April 5, 2013 as Exhibit 99.02 to our Amended Current Report on Form 8-K/A and are incorporated herein by reference.

(b) Pro forma Financial Information.

The unaudited pro forma consolidated financial statements of the Company at January 31, 2013 and Anio Limited (Lot78) at December 31, 2012 are filed hereto as Exhibit 99.03 and are incorporated herein by reference.

(d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

Exhibit
Number  Description of Exhibit                    Filing
2.01    Share Exchange Agreement by and among the Filed with the SEC on February
        Company, the controlling stockholders of  4, 2013 as part of our Current
        the Company, Anio Limited (Lot78), and    Report on Form 8-K.
        the shareholders of Anio Limited (Lot78)
        dated November 12, 2012
3.01(a) Articles of Incorporation                 Filed with the SEC on September
                                                  9, 2008 as part of our
                                                  Registration Statement on Form
                                                  S-1.
3.01(b) Certificate of Amendment to Articles of   Filed with the SEC on December
        Incorporation filed with the Nevada       20, 2012 as part of our
        Secretary of State on March 14, 2011      Quarterly Report on Form 10-Q.
3.01(c) Certificate of Amendment to Articles of   Filed with the SEC on February
        Incorporation filed with the Nevada       4, 2013 as part of our Current
        Secretary of State on January 31, 2013    Report on Form 8-K.
3.02    Bylaws                                    Filed with the SEC on September
                                                  9, 2008 as part of our
                                                  Registration Statement on Form
                                                  S-1.
10.01   Supply Terms & Conditions                 Filed herewith.
16.01   Letter to the SEC from De Joya, Griffith  Filed with the SEC on November
        & Company LLC dated November 19, 2012     19, 2012 as part of our Current
                                                  Report on Form 8-K.
99.01   Audited Financial Statements for Anio     Filed herewith.
        Limited (Lot78) for the years ended
        September 30, 2012 and 2011
99.02   Unaudited Interim Financial Statements of Filed with the SEC on April 5,
        Anio Limited (Lot78) as of and for the    2013 as part of our Amended
        three months ended December 31, 2012      Current Report on Form 8-K/A.
99.03   Pro Forma Consolidated Financial          Filed herewith.
        Statements of the Company at January 31,
        2013 and Anio Limited (Lot78) at December
        31, 2012

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