Current Report Filing (8-k)
Source: Edgar (US Regulatory)
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): June 6, 2018
____________________________________
FULL CIRCLE REGISTRY, INC.
(Exact Name of Registrant as Specified in its Charter)
_____________________________________
Nevada
333-51918
61-1363026
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Full Circle Registry, Inc.
417 W. Peck Street
Meridian, Idaho 83646
(Address of principal executive offices)
Registrant's telephone number: (208) 803-1509
______________________________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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Item 1.01
Entry Into a Material Definitive Agreement
On June 6, 2018 Full Circle Registry, Inc. (“FLCR”) entered into a Merger Agreement (the “Merger Agreement”) with Galaxy Next Generation, Inc. (“Galaxy”), a corporation formed under the laws of the State of Georgia. Under the terms of the Merger Agreement, the Galaxy shareholders will transfer all the outstanding shares of Galaxy common stock (‘Galaxy Shares”) to Galaxy MS, Inc., a wholly-owned subsidiary of FLCR. In return, FLCR will transfer shares of its common stock to the Galaxy Shareholders sufficient to provide them with an eighty nine percent (89%) ownership interest in FLCR. Upon completion of the proposed transaction, Galaxy will become the wholly-owned subsidiary of FLCR. The obligation to close the transaction under the terms of the Merger Agreement is subject to the normal terms and conditions contained in such agreements.
Galaxy Next Generation, Inc. is a U.S. distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Galaxies’ products include Galaxy’s own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like Galaxy’s own SAM series touchscreen panels and its partnered Vivi Smartbox are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo & Acer computers, Verizon WiFi and more.
Galaxy’s distribution channel consists of 22 plus resellers across the U.S. who primarily sell its product within the commercial and educational market. Galaxy does not control where the resellers focus their resell efforts, generally the K-12 education market is the largest customer base for Galaxy products – comprising nearly 90% of Galaxy’s sales. In addition, Galaxy also possess its own reseller channel where it sells directly to the K-12 market, primarily throughout the Southeast region of the United States.
Certain statements contained in this current report on Form 8-K are forward-looking statements and are based on future expectations, plans and prospects for FLCR’s business and operations and involve a number of risks and uncertainties. FLCR’s forward-looking statements in this report are made as of the date hereof and FLCR disclaims any duties to supplement, update or revise such statements on a going forward basis whether as a result of subsequent developments, change or expectations or otherwise. In connection with the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995 FLCR is identifying certain forward-looking information regarding, among other things, the acquisition of Galaxy by FLCR. Actual events or results may differ materially from those contained in these forward-looking statements. Important factors that could cause further events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising from the ability of FLCR to successfully merge, to implement Galaxy’s business plan; uncertainties relating to the ability to realize the expected benefits of the merger; unanticipated or unfavorable regulatory matters; general economic conditions in the region and industry in which FLCR and Galaxy operate, and other risk factors as discussed in FLCR’s other filings made from time to time with the United States Securities and Exchange Commission.
Item 9.01
Financial Statements and Exhibits
Exhibit 10.1
Merger Agreement
SIGNATURES
In accordance with Section 13 or 15(d) 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.
Date: June 6, 2018
FULL CIRCLE REGISTRY, INC.
Name:
By: /s/ James Leigh Friedman
Title:
James Leigh Friedman , Chief Executive Officer
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