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) August 3, 2017

 

 

 

NSAV Holding, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-53346   82-1742304

State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2374 Route 390

P.O. Box 609

       
Mountainhome, PA 18342        

 

(570) 595-2432

(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 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))

 

 

 

     
   

 

Section 8 - Other Events

 

Item 8.01 Other Events.

 

On August 3, 2017, the Board of Directors of NSAV Holding, Inc. declared a partial spin-off of its wholly owned subsidiary, Hemp Beer Inc., a Colorado corporation. Upon completion of the spin-off, Hemp Beer Inc. will file the appropriate documents to become a separate publicly traded company.

 

NSAV will spin-off 20%, which equates to 200 million shares of Hemp Beer Inc. common stock to its shareholders as a dividend, based upon their holdings of NSAV common stock on the record date. Shareholders will receive approximately one share of Hemp Beer Inc. common stock for every 17 shares of NSAV common stock that they hold on the record date, which is August 22, 2017. The dividend will be payable on or around September 5, 2017.

 

A copy of the press release announcing the stock dividend is filed as Exhibit 99.1 hereto.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibit is filed herewith:

 

99.1 Press Release dated August 3, 2017

 

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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.

 

Date: August 4, 2017

 

  NSAV Holding, INC.
     
  /s/ James Tilton
  James Tilton, Chief Executive Officer

 

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Exhibit 99.1

 

NSAV Announces Record Date for Shareholder Dividend From Hemp Beer Spin Off

 

CRESCO, PA — (Marketwired) — 08/03/17 — NSAV Holding, Inc. (OTC: NSAV), today announced a record date of August 22, 2017, for the spin-off of its Hemp Beer Inc. subsidiary, which then will become a separate publicly traded company. The Company will spin-off 20% of Hemp Beer Inc. to its shareholders, who will be awarded with a share dividend based upon their holdings of NSAV on the record date. Shareholders will receive approximately one share of Hemp Beer Inc. common stock for every 17 shares of NSAV common stock that they hold on the record date. The dividend will be payable on or around September 5, 2017.

 

James Tilton, president of NSAV, stated, “The Hemp Beer spin-off caps off a truly monumental week in the annals of NSAV. With our financial statements near completion and the launch the lifesaving cardiology program, http://www.heartrescue.net, I can’t think of a better time to be an NSAV shareholder or its CEO.

 

NSAV’s vision is the establishment of a fully integrated technology company that provides turnkey technological solutions to the legal medical cannabis and hemp industries, as well as other areas of the medical industry. Over time, the Company plans to provide a wide range of services such as software solutions, e-commerce, advisory services, financial services, patents and trademarks and information technology.

 

For further information please contact NSAV at 1 (570- 595-2432) or info@nsavholdinginc.com

 

The NSAV corporate website can be accessed at http://nsavholdinginc.com

 

The NSAV Twitter account can be accessed at https://twitter.com/NSAV_MJTechCo

 

The NSAV Facebook account can be accessed at https://www.facebook.com/NSAVHolding/

 

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that, all forward-looking statements involve risks and uncertainties, including without limitation, the ability of NSAV Holding, Inc. to accomplish its stated plan of business. NSAV Holding, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward- looking statements included herein, the inclusion of such information should not be regarded as a representation by NSAV Holding, Inc. or any other person.

 

Contact

 

NSAV

1 (570- 595-2432)

info@nsavholdinginc.com

 

Source: NSAV Holding, Inc.