8-K

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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2021

DKG CAPITAL, INC.

(Exact name of Registrant as specified in its charter)

Nevada	000-55650	46-3787845
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 S Australian Ave, West Palm Beach FL 33401

(Address of Principal Executive Offices) (Zip Code)

(954) 837-6833

(Registrant’s telephone number, including area code)

No. 17-2-2, Jalan 3/62D, Medan Putra Business Centre

Bandar Menjalara, 522C

Kuala Lumpur, WP Kuala Lumpur

Malaysia

____________________________________________

(Former Name or former address if changed from last report.)

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communication 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: None

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 ☒

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. ☐

Item 1.01 Entry into a Material Definitive Agreement

Item 5.01 Changes in Control of Registrant

Item 5.02 Departure of Directors, Appointment of Certain Officers

Item 8.01 Other Events

The current management has terminated Tesh Casimir services as CEO of the Company.

Miro Zecevic has been named the new interim management and will be the President, Secretary and Treasurer.

The new management has made a settlement with existing creditors to compromise debt effective December 1, 2020.

The company has terminated the services of its current transfer agent Issuers Direct effective December 11, 2020.

The company has secured the services of a new transfer agent Pacific Stock Transfer effective December 11, 2020.

The controlling shareholder, Tesh Casimir, has entered into a share purchase agreement with Emry Capital to sell 10.3 million shares of common shares, effectively the control block for $50,000 less costs.

The transaction closed on December 4, 2020. The selling shareholder was unable to produce the 10.3 million share control block share certificate as he claimed as lost. The incident was reported to the transfer agent and the bond issuance company. The share price at the time for the issuer was $0.0011.

Item 9.01 Financial Statements and Exhibits

(d)

10.1	Stock Purchase Agreement
10.2	Agreement to Compromise Debt
10.3	Transfer Agent Termination Letter
10.4	Complaint filed with the State of Florida

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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.

DKG Capital, Inc.
By:	/s/ Miro Zecevic
	Miro Zecevic Interim President, Secretary and Treasurer

Date:  March 16, 2021

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EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is made and effective November 24^th , 2020

BETWEEN:	Tesheb Casimir (the "Seller"), a Natural Person and a current Resident of Malaysia and for purposes of business using address:
	No. 17-2-2, Jalan 3-62D, Medan Putra Business Centre, Kuala Lumpur, Malaysia
AND:	EMRY CAPITAL GROUP. (the "Purchaser"), a company organized and existing under the laws of State of Florida, with its head office located at:
	555 S Australian Ave West Palm Beach FL 33401

RECITALS

WHEREAS, the Seller is the record owner and holder of 10.8 million common stock of the Company, DKG Capital Inc. (DKGH), a Nevada company, which Company has issued Common Shares; and

WHEREAS, the Purchaser desires to purchase said Common Shares, and the Seller desires to sell said Common Shares, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Common Stock aforementioned, it is hereby agreed as follows:

1.     PURCHASE AND SALE

Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such Common stock, and the Purchaser shall purchase from the Seller the Company's Common Stock in consideration of the purchase price set forth in this Agreement.

COMMON STOCK. The certificates representing the Company's Common Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller.

LOST CERTIFICATES. If Stock Certificates are unable to be located or missing the Seller will assist and duly sign the necessary and appropriate documentation for their replacements while all costs of transfer and replacement of missing Stock Certificates will be borne by the buyer.

The closing of the transactions contemplated by this Agreement ("Closing"), shall be held at offices located at 500 S Australian Ave, West Palm Beach, FL 33401, USA, and in part by electronic means.

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2.     AMOUNT AND PAYMENT OF PURCHASE PRICE AND PAYMENT METHOD

The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

3.     REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby warrants and represents:

A. Organization and Standing. Company is a company duly organized, validly existing and in good standing under the laws of Nevada, and Seller, has the power and authority to carry on said business as it is now being conducted.

B. Restrictions on Stock:

i. Seller is the lawful owner of the Common Stock, and Controlling Interest of DKG Capital, Inc. (DKGH), free and clear of all security interests, liens, encumbrances, equities and other charges.

ii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

iii. Seller hereby forfeits all claims to any all corporate / capital / company debt.

4.     REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Company which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

5.     Entire Agreement

This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

6.     Sections and Other Headings

The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

7.     Governing Law

This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of FLORIDA, USA. The parties herein waive trial by jury and agree to submit to the jurisdiction and venue of a court located in FLORIDA, USA

8.     ATTORNEY’S FEES

In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

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IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

SELLER: TESHEB CASIMIR	PURCHASER: EMRY CAPITAL GROUP.
/s/ Tesheb Casimir	/s/ Miro Zecevic
Signature       Dec 1 2020	MIRO ZECEVIC Dec 1 2020

EXHIBIT "A" AMOUNT AND PAYMENT AND PAYMENT METHOD OF PURCHASE PRICE

1.      Consideration (“Purchase Price”)

As total consideration for the purchase and sale of the Common Shares or Control Block of the Company (DKGH), pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of Fifty Thousand Dollars (USD $50,000) such total consideration to be referred to in this Agreement as the "Purchase Price”

2.      Escrow Agreement (“The Agent”) & Payment

Payment to seller done solely through nominated Escrow Agent, Mr Martin Shell of Shell Law (as per signed Escrow Agreement dated 24^th November 2020 between Agent, Emry Capital and Mr Casimir).

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EX-10.2

Exhibit 10.2

AGREEMENT TO COMPROMISE DEBT

This Agreement to Compromise Debt (the "Agreement") is made and effective the December 1^st 2020

BETWEEN:	DKG CAPITAL INC (A NEVADA STATE COMPANY)
AND:	EMRY CAPITAL GROUP (A FLORIDA COMPANY)

In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:

FOR VALUE RECEIVED, the Creditor being a creditor of the Company hereby enters into an agreement to compromise and reduce the indebtedness due the undersigned on the following terms and conditions:

1. The Company and the Creditor acknowledge that the present debt based on current and future filings due is $168,909

2.	The parties agree that the undersigned shall accept the sum of $168,909 as full and total payment on said debt and in complete discharge of all monies presently due, provided the sum herein shall be punctually paid in the manner following:
	The debt owed to Tesheb Casimir has been forgiven and reduced to nil. Tesheb Casimir forever relinquishes irrevocably all future claims to any sums that may be due to him his agents and or any affiliates by the debtor.

3. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.

Signed under seal this December 1^st 2020

/s/ Tesheb Casimir                                             

Creditor, Tesheb Casimir

/s/ Tesheb Casimir                                             

Company, DKG Capital Inc

EX-10.3

Exhibit 10.3

 

A NEVADA COMPANY

1980 FEDERAL PLAZA DRIVE, SUITE 530, LAS VEGAS, NV 89135

December 11^th 2020

David J. Klimczak

Direct Transfer, LLC / Issuer Direct Corporation

One Glenwood Avenue, Suite 1001

Raleigh, NC, 27603

Re: DKG CAPITAL INC (the “Company”)

Dear David,

This letter is to inform you that the Board of Directors has appointing a new transfer agent, Pacific Stock Transfer Company and hereby terminates all services with your firm as well as any and all agreements relating to your duties as of December 11^th 2020. You will need to promptly file the 17ad-16 ( Notice of Assumption or Termination of Transfer Agent Services) with DTCC . We are providing the link below for your convenience.

http://www.dtcc.com/settlement-and-asset-services/agent-services/dtc-eligible-agent

Pacific stock transfer company will be reaching out to you to coordinate a smooth conversion. Please let us know the primary contact person at your firm to coordinate the conversion.

The Company thanks you for your past services and sincerely appreciates your cooperation in this matter.

/s/ Tesheb Casimir                                             

TESHEB CASIMIR, CEO
DKG CAPITAL INC

EX-10.4

Exhibit 10.4

IN THE CIRCUIT COURT FOR THE TWELFTH JUDICIAL CIRCUIT IN AND FOR SARASOTA COUNTY, FLORIDA

CIVIL DIVISION

EMRY CAPITAL GROUP, INC.

Plaintiff,

v. CASE NO: 2021 CA ___________ SC

TESHEB CASIMIR, and all other persons unknown claiming any right,

title, estate, lien or interest in the property

described in the Complaint adverse to Plaintiff’s claim

of ownership, or any cloud on Plaintiff’s title,

Defendants.

_______________________/

COMPLAINT

COMES NOW, Plaintiff, Emry Capital Group Inc., and sues Defendant, Tesheb Casimir, and all other persons unknown claiming any right, title, estate, lien or interest in the property described in the Complaint adverse to Plaintiff’s claim of ownership, or any cloud on Plaintiff’s title, and states as follows:

ALLEGATIONS COMMON TO ALL COUNTS

I.       The Parties, the Property, Venue, Jurisdiction, Conditions Precedent

1.       This is a cause of action for damages and injunctive relief relating to Defendant’s interference with Emry Capital Group Inc.’s ownership interest in DKG Capital Inc., which it acquired from the Defendant.

2.       Plaintiff, Emry Capital Group (hereafter, “ECG”) is a duly organized and existing Florida corporation with its principal place of business located at 555 S. Australian Avenue, West Palm Beach Florida 33401.

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3.       Defendant, Tesheb Casimir (“Casimir”) is an individual residing in WP Kuala Lumpur, Malaysia and is subject to the jurisdiction of the Courts of the State Of Florida pursuant to a forum selection clause contained in a certain Stock Purchase Agreement (“SPA”), wherein Casimir agreed to sell his controlling stock interest in DKG Capital Inc. equal to 10.8 million common shares to ECG.

4.       DKG Capital Inc. (“DKG”) is a duly organized and existing Nevada Corporation located at 1980 Festival Plaza Drive, Suite 530, Las Vegas, Nevada, 89135.

5.       On or about December 1, 2020, Casimir, as Seller, and ECG, as Purchaser, entered into the SPA wherein Casimir agreed to sell his controlling interest in DKG equal to 10.8 million common shares in exchange for $50,000.00. A true copy of the SPA is attached hereto.

6.       DKG’s stock is thinly traded on OTC markets.

7.       Acquiring DKG presented a unique opportunity to ECG that was to yield significant value of an unquantifiable nature.

8.       In furtherance of the SPA ECG deposited $50,000 into a mutually agreeable trust account.

9.       Also in furtherance of the SPA, ECG paid over $5,000.00 to Issuer Direct Corp. who was the current transfer agent to cure any outstanding balance while Casimir terminated Issuer Direct Corp., and instructed Issuer Direct Corp., to transfer its files and records to Pacific Stock Transfer Company.

10.     Pacific Stock Transfer Company is receipt of the aforementioned files and recognizes ECG’s rights in DKG.

11.     ECG has fully fulfilled its obligations under the SPA. At the same time there is some further documentation needed from Casimir along with the release of the $50,000.00 to Casimir to make perfect. Casimir is inferring with ECG’s ongoing rights in DKG by failing to provide such additional documents and claim the $50,000.00 in escrow.

12.     As a result Casimir’s conduct ECG has suffered extensive damages in excess of one million dollars.

II.      Causes of Action

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First Cause of Action

(Breach of Contract)

13.Plaintiff repeats and realleges the allegations set forth in paragraphs 1 through 12 as though set forth fully herein.

14.The parties entered into a binding contract known as the SPA.

15.ECG fulfilled its obligations under the SPA, including but not limited to depositing $50,000.00.

16.Casimir breached the SPA, in that he failed to claim the $50,000.00 deposit and provide certain documentation.

17.ECG has been damaged by Casimir’s breach.

18.By reason of the foregoing, ECG has been significantly damaged in an amount to be determined at trial, but presently estimated to exceed $1,000,000.00.

Second Cause of Action

(Breach of the Covenant of Implied Good Faith and Fair Dealing)

19.Plaintiff repeats and realleges the allegations set forth in paragraphs 1 through 18 as though set forth fully herein.

20.A duty of good faith and fair dealing was implied in the SPA.

21.Casimir has breached the implied duty of good faith and fair dealing by failing to claim the deposit and provide certain documentation.

22.By reason of the foregoing, ECG has been significantly damaged in an amount to be determined at trial, but presently estimated to exceed $1,000,000.00.

Third Cause of Action

(Interference)

23.Plaintiff repeats and realleges the allegations set forth in paragraphs 1 through 19 as though set forth fully herein

24.ECG had an ongoing economically advantageous relationship with DKG.

25.Casimir knows of ECG’s relationship with DKG.

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26.Casimir intentionally and without justification refuses to claim the deposit and provide certain documentation thereby limiting ECG’s rights in DKG.

27.Casimir acted improperly and ECG has suffered damages as a result. Such damages continue to accumulate and presently exceed $1,000,000.00.

Fourth Cause of Action

(Attorneys’ Fees)

28.Plaintiff repeats and realleges the allegations set forth in paragraphs 1 through 27 as though set forth fully herein.

29.The SPA provides, at Paragraph 8 thereof, that in the event that litigation results or arises out of the SPA the prevailing party is entitled to reasonable attorneys’ fees, court costs, and other expenses.

30.Casimir is in breach of the SPA.

31.As a result of Casimir’s conduct ECG has sustained significant damages including reasonable attorneys fees.

32.By reason of the foregoing, ECG is entitled to recover reasonable attorneys’ fees as well as damages arising from Casimir’s breach. These damages continue to accumulate and presently exceed over $10,000.00.

III.     Relief

WHEREFORE, Plaintiff, Emry Capital Group Inc., requests that this Court order and adjudge:

a.On the First Cause of Action of the Complaint, awarding judgment in favor of Emry Capital Group Inc. and against Tesheb Casimir in an amount to be determined at trial, but presently estimated to exceed $1,000,000.00, together with interest thereon and the costs and disbursements of this action.

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b.On the Second Cause of Action of the Complaint, awarding judgment in favor of Emry Capital Group Inc. and against Tesheb Casimir in an amount to be determined at trial, but presently estimated to exceed $1,000,000.00, together with interest thereon and the costs and disbursements of this action.

c.On the Third Cause of Action of the Complaint, awarding judgment in favor of Emry Capital Group Inc. and against Tesheb Casimir in an amount to be determined at trial, but presently estimated to exceed $1,000,000.00, together with interest thereon and the costs and disbursements of this action.

d.On the Fourth Cause of Action of the Complaint, awarding judgment in favor of Emry Capital Group Inc. and against Tesheb Casimir in an amount to be determined at trial, but presently estimated to exceed $10,000.00 , together with interest thereon and the costs and disbursements of this action.

e.That Plaintiff, Emry Capital Group Inc., be granted such other further relief as this Court may deem just, appropriate and proper.

Respectfully submitted,

Law Office of Andrew W. Rosin, P.A.

1966 Hillview Street

Sarasota, Florida 34239-3607

(941) 359-2604

(941) 366-6324

E-mail: arosin@rosinlawfirm.com

By: __________________________

Andrew W. Rosin, Esquire

Florida Bar No. 0598305

Attorney for Plaintiff

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