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): September 28, 2018
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Kinetic Group Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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Nevada |
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333-216047 |
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47-4685650 |
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(State of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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12001 Research Parkway, Suite 236 |
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(Address of principal executive offices) |
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(407) 604-1454 |
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(Registrant’s telephone number, including area code) |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2018, the Board of Directors (the “Board”) of Kinetic Group Inc. (the “Company”), received a resignation letter from Mr. Timothy Barker, the President of the Company, effective on September 28, 2018. Mr. Barker indicated his resignation is due to his personal reasons and to pursue other opportunities and did not result from any disagreements with the Company or the Board.
On September 28, 2018, the Board appointed Mr. Yaroslav Startsev, the Company’s C.E.O., as the Company’s President, effective on September 28, 2018.
Item 8.01 Other Events.
As of the date of this report Kinetic Group Inc. (the “Company”) owed to the Company’s President, Mr. Timothy Barker, Twenty Six Thousand Four Hundred Fifty One Dollars and 61 Cents ($26,451.61) (the “Debt”) for management consulting fees incurred by the Company in accordance with the effective Management Consulting Agreement between the Company and its President.
The Company’s President agreed to donate the Debt to the Company’s contributed capital in full satisfaction of the Debt, effective September 28, 2018. This Debt settlement will improve the Company’s financial position and increase its working capital. The Company’s President releases and forever discharges the Company, its successors and assigns from all manner of actions, suits, debts due, accounts, bonds, contracts, claims and demands whatsoever which against the Company they ever had or now have in connection to the Debt.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No. Description |
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10.1 Debt Settlement Agreement, effective September 28, 2018 by and between Kinetic Group Inc. and Timothy Barker
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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.
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Kinetic Group Inc. | ||
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Date: September 28, 2018 |
By: |
/s/ Yaroslav Startsev |
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Yaroslav Startsev | |
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Chief Executive Officer | |
THIS DEBT SETTLEMENT AGREEMENT made as of the 28th day of September, 2018.
BETWEEN:
KINETIC GROUP INC., a company duly incorporated under the laws of the State of Nevada and having its registered office situated at 12001 Research Parkway, Suite 236, Orlando, Florida 32826
(hereinafter called the "Debtor")
OF THE FIRST PART
AND:
TIMOTHY BARKER, an individual of 701 South Carson St, Ste 200, Carson City NV 89701
(hereinafter called the "Creditor")
OF THE SECOND PART
WHEREAS:
A. As at the date hereof, the Debtor is indebted to the Creditor in the amount of $26,451.61 (the "Debt") for management fees incurred by the Debtor;
B. The Creditor has agreed to donate the said Debt to the company’s contributed capital in full satisfaction of the Debt.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:
l. The Creditor hereby agrees to donate the Debt to the company’s contributed capital in full satisfaction of the Debt, effective September 28, 2018.
2. The Creditor hereby releases and forever discharges the Debtor, its successors and assigns from all manner of actions, suits, debts due, accounts, bonds, contracts, claims and demands whatsoever which against the Debtor it ever had or now has in connection to the Debt.
3. This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada. The courts of the State of Nevada shall have sole jurisdiction to hear and determine all manner of disputes and claims arising out of or in any way connected with the construction, breach or alleged, threatened or anticipated breach of this Agreement and determine all questions as to the validity, existence or enforceability thereof.
4. Time shall be of the essence of this Agreement.
5. This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6. This Agreement shall enure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.
The Common Seal of KINETIC GROUP INC.
was hereunto affixed in the presence of:
/s/ Yaroslav Startsev ___ C/S
YAROSLAV STARTSEV
/s/ Timothy Barker
TIMOTHY BARKER