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
December 14, 2022
Date of Report (Date of earliest event reported)
REYNALDO’S MEXICAN FOOD COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
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000-56463 |
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95-3930169 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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7339 E. Williams Drive, Unit 26496
Scottsdale, AZ |
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85255 |
| (Address of principal executive offices) |
|
(Zip Code) |
(602) 793-8058
Registrant’s telephone number, including
area code
(Former name or former address, if changed
since last report)
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 (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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:
| Title
of each class |
Trading
Symbol (s) |
Name
of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth company 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 24, 2022, the registrant’s majority shareholder,
Small Cap Compliance, LLC, entered into a Stock Purchase Agreement (the “Agreement”) with Chi Ching Hung. As per the terms
of the Agreement, Small Cap Compliance, LLC sold its control block of stock, 1,000,000 shares of Convertible Series A Preferred Stock
to Chi Ching Hung and the Company issued 100,000,000 shares of Restricted Common Stock for the purchase price of $240,000 (See Exhibit 10.2)
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On December 14, 2022, a change in control of the
Company occurred by virtue of the Company's largest shareholder, Small Cap Compliance, LLC, selling 1,000,000 shares of the Convertible
Series A Preferred Stock and the Company issuing 100,000,000 shares of Restricted Common Stock to Chi Ching Hung. Such shares represent
100% of the Company's total issued and outstanding shares of Convertible Series D Preferred Stock and 77% of the Company’s total
issued and outstanding shares of Common Stock. As part of the sale of the shares, Ms. Keaveney, owner of Small Cap Compliance, LLC, arranged
with Ms. Hung prior to resigning as the sole Officer and member of the Company's Board of Directors and to appoint new officers and directors
of the Company. (see Item 5.02 below and Exhibit 10.3)
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Effective December 14, 2022, the Company accepted
the resignation of Rhonda Keaveney as the sole Officer of the Company and as the sole member of the Company’s Board of Directors.
The resignation of Ms. Keaveney was not due to any disagreement with the Company on any matter relating
to its operations, policies or practices. Simultaneously the following Officers and Directors were elected:
Chi
Ching Hung as its Chairwoman and Director
Chi
Wai Woo as its President, CEO, Treasurer, CFO and Director
Timothy
Chee-Yau Lam as its Secretary
The officers
and directors have extensive knowledge in the management and regulatory compliance of micro-cap public companies. In addition, all officers
are currently holding and have previously held positions of officers and directors for publicly traded companies.
Mr. Lam
has over 15 years of experience practicing law in Australia and Hong Kong.
Mr. Woo has extensive finance experience and has
held positions of Partner-Global Capital Markets Team at National Investments Fund Ltd. and Deputy Manager-Project Financing at China
Construction Holdings Ltd.
Ms. Hung has majority shareholder control as stated
in the Stock Purchase Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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.
Eline Entertainment Group, Inc.
DATE: December 14, 2022
By: /s/Rhonda Keaveney
Name: Rhonda Keaveney
Title: CEO
Exhibit 10.2
STOCK PURCHASE AGREEMENT
FOR
REYNALDOS MEXICAN FOOD COMPANY,
INC.
THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is made as of the day of November 24, 2022, by and among Small Cap Compliance, LLC, a company located
in Scottsdale, Arizona, (the “Seller”), and Chi Ching Hung, an individual residing in Hong Kong (the
“Purchaser”). The Seller, and the Purchaser are sometimes referred to as the Party and collectively as the “Parties”.
RECITALS
WHEREAS the Seller owns a total
of 1,000,000 shares of Convertible Series A Preferred Stock, in Reynaldos Mexican Food Company, Inc., a Nevada corporation (“RYNL”,
the “Company”) and wishes to sell 1,000,000 of such shares (the “Shares”). These shares represent the majority
control.
WHEREAS the Purchaser wishes to purchase
all the Shares for a total purchase price of $240,000 USD (the “Purchase Price”),
WHEREAS the Seller proposes
to sell the Preferred Shares to the Purchaser on the terms set forth herein and Purchaser wishes to purchase the Shares from the Seller
on the terms set forth herein,
IN CONSIDERATION of the promises,
representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
| 1. | PURCHASE AND SALE AND CLOSING |
1.1
Conditions to Closing. It is agreed that (a) a non-refundable deposit of $120,000 Shall be remitted to the Seller upon execution
of this agreement, and funds consisting of the remaining Purchase Price of $120,000 shall be remitted to the Seller on or before December
5, 2022 as closing, and (b) the said shares will be cancelled, and (c) new shares will be issued in book entry form as follows”.
Chi Ching Hung
10,000,000 Convertible Series A Preferred Shares
at $.001 100,000,000 Common Stock at $.001
1.2
Termination. In the event the signing and remittance of the deposit of $120,000 pursuant to this Agreement is not completed
on or before November 30, 2022, this Agreement shall terminate.
| 1.3 | Remittance of Funds. The funds shall be remitted to Seller’s account as follows: |
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WIRE INSTRUCTIONS
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Account Name: |
SCC Transfer, LLC |
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P.O. Box 26496, Scottsdale, AZ 85255 |
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Bank: |
Wells Fargo |
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Account: |
7106581163 |
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ABA: |
121000248 |
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SWIFT: |
WFBIUS6SXXX |
| 2. | REPRESENTATIONS AND WARRANTIES OF THE SELLER |
2.1
The Seller warrants, covenants, and represents to the Purchaser with the intention of inducing the Purchaser to enter into this
Agreement that:
(a)
The Seller represents and warrants that the Shares being sold pursuant to this Agreement represents 100 percent of RYNL Convertible
Preferred Class A Stock owned by the Seller.
(b)
Immediately prior to and at the Closing, the Seller has the legal right and authority to sell the Preferred Shares to the Purchaser
and on the Closing Date and Seller shall cancel her outstanding Preferred Shares and issue the said shares to the Purchaser free and clear
of all liens, restrictions, covenants or adverse claims of any kind or character.
(c)
The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed
and delivered by the Seller hereunder and to consummate the transactions contemplated hereby and this Agreement has been validly executed
by the Seller.
(d)
The Seller, during the past ninety (90) days, has been a ten percent (10%) or greater shareholder or an “affiliate”
of RYNL as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the “Securities
Act”).
(e)
To the best of Seller’ knowledge, information and belief, there are no circumstances that may result in any material adverse
effect to RYNL or the value of the Shares that are now in existence or may hereafter arise.
(f)
The Seller agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate
the purposes of this Agreement.
(g)
The Seller has reinstated the Company with NVSOS and is currently listed as the Company’s sole officer and director.
(h)
The Seller has paid all transfer agent fees and the company is current with Signature Stock Transfer Company.
(i)
The Seller has submitted the Form 10 for RYNL, will complete all responses to SEC comments and pay all fees to GlobalOne Filings
for Edgar submission.
(j)
The Seller has paid the OTC Markets Disclosure fees and the Company’s subscription expires on April 15, 2023.
(k)
The Purchaser should engage a broker-dealer firm to submit Form 211 and pay any fees therein directly to the broker-dealer firm
upon filing a Form 8-K to merge an operating entity in order to remove the Caveat Emptor.
| 3. | REPRESENTATIONS AND WARRANTIES OF THE PURCHASER |
3.1
The Purchaser represents and warrants to the Seller with the intention of inducing the Seller to enter into this Agreement that:
(a)
The Purchaser as the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby
contemplated and this Agreement has been validly executed by the Purchaser.
(b)
The Purchaser is acquiring the Preferred Shares as principal for the Purchaser’s own account, for investment purposes
only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has
a direct or indirect beneficial interest in the Shares.
4.1
The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge
that they fully understand the provisions of this Agreement.
4.2
Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States Dollars.
4.3
There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement
except as herein specified.
4.4 The notice addresses of the Parties hereto are as follows:
| Seller: | Small Cap Compliance, LLC PO Box 26496 |
| | | Scottsdale, AZ 85255 |
| | | |
| | Purchaser: | Chi Ching Hung |
| | | Rooms 3229-3231 32/F Sun Hung Kai Centre |
| | | 30 Harbour
Road |
| | | Wanchai 0000 |
| | | Hong Kong |
4.5
Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought
against any of the parties in the courts of the State of Florida located in Orange, Florida, and each of the parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue
laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.
4.6
The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale
of the Shares and shall continue in full force and effect for a period of one year.
4.7
This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together
constitute one and the same instrument.
4.8
Delivery of an executed copy of this Agreement by electronic, facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one
of this Agreement.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of date written below.
| “SELLER” |
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| /s/ Rhonda Keaveney |
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| Name: Rhonda Keaveney |
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| Small Cap Compliance, LLC |
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| Date:
November 24, 2022 |
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| “PURCHASER” |
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| /s/ Chi Ching Hung |
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| Name: Chi Ching
Hung |
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| Date: November 24, 2022 |
|
Exhibit 10.3
REYNALDOS MEXICAN FOOD COMPANY, INC.
Unanimous Written Consent
Of Board of Directors
In Lieu of Special Meeting
The undersigned, being the Board of Directors of
Reynaldos Mexican Food Company, Inc. a Nevada Corporation (the “Corporation”), hereby waives the calling or holding of a meeting
of the Board of Directors of the Corporation (the “Board”), consents in writing as of this 14th day of December 2022 to the
following actions and directs that this unanimous written consent be filed by the Corporation’s Secretary with the minutes of proceedings
of the Board.
WHEREAS, the Corporation desires to accept the
resignation of Rhonda Keaveney as its President, CEO, Treasurer, Secretary and Director.
WHEREAS, the Corporation desires to appoint the
following:
Chi Ching Hung as its Chairwoman and
Director
Chi Wai Woo as its President, CEO, Treasurer,
CFO and Director
Timothy Chee-Yau Lam as its Secretary
Now therefore,
RESOLVED, the Corporation shall accept the resignation
of Rhonda Keaveney as its President, CEO, Treasurer, Secretary and Director, effective as of December 14, 2022.
FURTHER RESOLVED, the Corporation shall appointment
the following directors, effective as of December 14, 2022:
Chi Ching Hung as its Chairwoman and
Director
Chi Wai Woo as its President, CEO, Treasurer,
CFO and Director
Timothy Chee-Yau Lam as its Secretary
FURTHER RESOLVED, the Board of Directors of the
Corporation be and hereby is authorized, empowered and directed to take any and all actions and to execute, deliver and file any and
all agreements, instruments and documents as the Board of Directors so acting shall determine to be necessary or appropriate to consummate
the transactions contemplated by the foregoing resolution. The taking of such action shall be conclusive evidence that the same was deemed
to be necessary or appropriate and was authorized hereby.
IN WITNESS WHEREOF, the undersigned being the
Board of Directors of Reynaldos Mexican Food Company, Inc. have executed this Consent as of the day and year first written above.
Rhonda Keaveney, Director