Item 5.01 Change in Control of Registrant.
On March 31, 2021, David Cutler entered into a Stock Purchase Agreement (the
"Agreement") with several purchasers (the "Purchasers"). The Agreement closed
upon execution on March 31, 2021 ("Closing"). Pursuant to the Agreement, Mr.
Cutler agreed to sell and the Purchasers agreed to purchase 371,246 restricted
common stock shares (the "Shares") of Canning Street Corporation (the
"Company"), representing approximately 59.9% of the Company's outstanding shares
of common stock. Pursuant to the Agreement, Purchasers agreed to pay Mr. Cutler
$400,000. The closing occurred on March 31, 2021.
The Closing of the Agreement effectuated a change in control of the Company. As
a result of the Closing, the Purchasers own approximately 59.9% of the Company's
issued and outstanding common stock. The are no arrangements or understandings
among members of both the former and new control groups and their associates
with respect to election of officers or other matters, except as set forth
herein.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the full text thereof, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated by reference into this
Item 1.01.
Security Ownership of Certain Beneficial Owners and Management
The following table lists, as of March 31, 2021, the number of shares of common
stock that are beneficially owned by (i) each person or entity known to the
Company to be the beneficial owner of more than 5% of the outstanding common
stock; (ii) each officer and director of the Company; and (iii) all officers and
directors as a group.
The amounts and percentages of common stock beneficially owned are reported on
the basis of regulations of the SEC governing the determination of beneficial
ownership of securities. Under the rules of the SEC, a person is deemed to be a
"beneficial owner" of a security if that person has or shares voting power,"
which includes the power to vote or to direct the voting of such security, or
"investment power," which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial owner
of any securities of which that person has the right to acquire beneficial
ownership within 60 days. Under these rules more than one person may be deemed a
beneficial owner of the same securities and a person may be deemed to be a
beneficial owner of securities as to which such person has no economic interest.
Except as noted below, each person has sole voting and investment power.
Unless otherwise indicated below, each beneficial owner named in the table has
sole voting and sole investment power with respect to all shares beneficially
owned, subject to community property laws where applicable. The address of each
beneficial owner unless indicated below is c/o Canning Street Corporation, 7701
Iguana Drive, Sarasota FL 34202.
Percentage of
Name and Address of Beneficial Owner, Amount and Nature of Beneficial
Directors and Officers: Beneficial Ownership Ownership (1)
John Shepard 9,281 **
David Cutler -0- **
Redgie Green -0- 1.50%
All executive officers and directors as a group 9,281 1.50%
(3 person)
Beneficial Shareholders of Common Stock greater than 5%
Jeffrey Conley 37,125 6.00%
David AB Brown (2) 92,812 14.00%
Money Tree Solutions, LLC (3) 92,812 14.00%
James C. Jones (4) 92,812 14.00%
** Less than 1%
(1) Applicable percentage of ownership is based on 619,085 shares of common
stock outstanding and 0 shares of Preferred Stock issued and outstanding on
March 31, 2021. Percentage totals are calculated separately based on each class
of capital stock. Percentage ownership is determined based on shares owned
together with securities exercisable or convertible into shares of common stock
within 60 days of March 31, 2021, for each stockholder. Beneficial ownership is
determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities. Shares of common stock subject
to securities exercisable or convertible into shares of common stock that are
currently exercisable or exercisable within 60 days of March 31, 2021, are
deemed to be beneficially owned by the person holding such securities for the
purpose of computing the percentage of ownership of such person, but are not
treated as outstanding for the purpose of computing the percentage ownership of
any other person.
(2) Shares held by Path Guard Network Inc. Mr. Shepard is the sole executive
officer and director of Path Guard Network Inc. and has voting and dispotive
control over securities held by Path Guard Network Inc.
(3) Shares held by David A B Brown, Roth, 401(k) Profit Sharing Plan.
(4) Andrew Brown has voting and dispositive over the shares held by Money Tree
Solutions, LLC.
(5) Shares held by Law Offices of James C. Jones 401(k)
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Resignation
On March 31, 2021, David Cutler and Redgie Green resigned as executive officers
of the Company subject to the Company filings its Form 10Q Quarterly Report for
the quarter ended December 31, 2020. Further, Mr. Green resigned as a director
of the Company effective March 31, 2021 and Mr. Cutler resigned as a director
subject to the requirements of Section 14(f) of the Securities Exchange Act of
1934. The resignation of Mr. Cutler and Mr. Green was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies, practices, or otherwise. The Board approved and accepted
the resignations.
Appointment
On March 31, 2021, John Shepard was appointed to serve as Chairman of the Board
of Directors and, subject to the effective date of the resignation of Mr. Cutler
and Mr. Green, as the Company's Chief Executive Officer, Chief Financial Officer
and Secretary.
Mr. John Shepard started his career in office equipment and software sales for
Panasonic and Minolta in 1996. In 2004, John Shepard received his real estate
license and began his career and business to business relationships with
landowners and developers. Mr. Shepard has contracted more than $250 million. In
2009, Mr. Shepard worked for a startup medical device company Rapid Pathogen
Screening. At RPS, a point of care medical device manufacturer John Shepard was
the Director of Sales and transitioned into the Director of Government Sales.
Mr. Shepard graduated with a B.S. in Business with a concentration in finance
from Eckerd College in 2004.
Family Relationships
Mr. Shepard is not related to any Officers or Directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K
and Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Stock Purchase Agreement dated March 31, 2021
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