Download Train Travel Holdings, Inc.

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): October 31, 2014
______________
Train Travel Holdings, Inc.
(Exact name of registrant as specified in its charter)
______________
Nevada
333-186282
33-1225521
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
2929 East Commercial Blvd., Suite Ph-D
Fort Lauderdale, Florida 33308
(Address of Principal Executive Office) (Zip Code)
954-440-4678
(Registrant’s telephone number, including area code)
50244 Dennis Court, Wixom, Michigan 48393
(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))
Item 1.02 Termination of a Material Definitive Agreement
As described in Item 1.01 “Entry into a Material Definitive Agreement” of our Form 8-K filed on October 3, 2014, on October 2, 2014, Train
Travel Holdings, Inc. (“We” or “Company”) entered into an agreement with B. Allen Brown (“Brown”), TBG Holdings Corporation (“TBG”),
Railmark Holdings Incorporated (“Railmark”) and others (the “Agreement”). Pursuant to the terms of the Agreement, TBG transferred to
Brown its 600,000 shares of Series A convertible preferred stock held by TBG (“Preferred Stock”), which Preferred Stock has super voting and
conversion rights, in consideration for 3,300,000 shares of common stock held by Brown. At the same time (i) Neal Swartz, our president, chief
executive officer and a director and Tim Hart, our chief accounting officer and a director, resigned their positions as officers and directors; (ii)
Brown was appointed as chief executive officer, president and director; and (iii) Hamon Fytton was appointed secretary and director and Mark
Lundquist and Lou Schillinger were appointed as directors. As a result of the foregoing, Brown, by virtue of the ownership of the Preferred
Stock had become the controlling shareholder.
In addition the Agreement provided for the acquisition of Railmark, a private company controlled by Brown, which has been engaged in the
rail industry, including rail operations, railcar repair and track construction for more than 10 years. Consideration for the acquisition of all of
the common and preferred Railmark stock was 550,000 shares of our common stock. This transaction was subject to the delivery by Railmark
of its audited financial statements for fiscal year 2013 and 2012 (“Financial Statements”). Closing was set for the earlier of (i) December 31,
2014, or (ii) the delivery of the Financial Statements. If for any reason Railmark failed to deliver the Financial Statements, the entire
Agreement would be unwound and TBG will receive back the Preferred Stock and the Railmark Stock will be returned to Brown and its other
shareholders.
On October 31, 2014, an unwind agreement was signed, terminating the October 2 nd Agreement and the parties were returned to their positions
prior to the Agreement. As such, (i) the Preferred Stock was returned to TBG, (ii) Brown resigned as chief executive officer, president and
director, (iii) Mark Lundquist and Lou Schillinger resigned as directors, (iv) Swartz was appointed our president, chief executive officer and
director, and (v) Tim Hart was appointed as chief accounting officer and director. Further, Hamon Fytton remained as secretary and a director
and the acquisition of Railmark was terminated.
In addition the unwind agreement cancelled any prior agreements, including all financial, promissory notes and other commitments, which are
now null and void. As a result the Company no longer has any interest in either The Columbia Star Dinner Train or its parent company Train
Travel Inc., a Delaware corporation.
Item 5.01 Changes in Control of Registrant
As a result of the termination of the Agreement described in Item 1.02, TBG has become our controlling shareholder. It owns 600,000 shares of
our Preferred Stock, which votes, together with our common stock at a ratio of 48.5 to 1. It converts into common stock at a ratio of 48.5 to 1.
The principal shareholders of TBG are Hart and Swartz.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
In connection with the termination and unwind of the Agreement, Brown resigned from his position as president, chief executive officer and
director and Mark Lundquist and Lou Schillinger resigned as directors. The resignations of Messrs. Brown, Lundquist and Schillinger are not a
result of any disagreement relating to the Company’s operations, policies or practices.
At such time, Neil Swartz was nominated to serve as director, president and chief executive officer, and Hart was nominated to serve as chief
accounting officer and director of the Company.
Swartz was appointed as president, chief executive officer and director on October 31, 2014. Previously he was the president, chief executive
officer and director of our company from January 23, 2014 to October 3, 2014. Swartz’s business experience includes titles as Managing
Director of Sunbelt South East Florida, LLC, a Business Brokerage of Mergers and Acquisitions firm with 350 offices worldwide. Prior to
those events, Swartz was chairman and CEO of a software company, which he took public on the NASDAQ Small Cap Market. Under his
management, the company went from building one product to over thirty products with in-house manufacturing capabilities. Swartz is a CPA
and received a BS degree from Northeastern University in accounting. He is a member of the American Institute of Certified Public
Accountants and the Pennsylvania Institute of Certified Public Accountants.
Hart was appointed chief financial officer and director on October 31, 2014 and previously served as our Chief Financial Officer and member
of our board of directors from January 23, 2014 until October 3, 2014. Hart has over 30 years of accounting and finance experience. Since July
2013 Hart has been the CFO and a director of Monkey Rock Group, Inc. (OTC Markets: MKRO). Mr. Hart has held the position of CFO of
TBG Holdings Corporation since March 2012 and a director since September 9, 2013. Hart has been providing accounting and consulting
services through R3 Accounting LLC, a private accounting firm he formed in 2008. He consulted extensively with the RailAmerica, Inc., a
NYSE-listed holding company for short line and regional railroads in the U.S. which was acquired by Fortress Investment Group in 2007,
during its initial public offering and assisted the company with governmental compliance. Hart’s firm also provided consulting, strategic tax
planning and compliance, and acquisition audits for Patriot Rail Corp., a Boca Raton, Florida based company which is an operator of short line
and regional railroad in the U.S. Mr. Hart served as Chief Financial Officer of Alternative Americas Fuels, Inc. (OTCBB: AFAI) from August
2011 until February 2012. Hart holds B.A.s in Accountancy, Economics and Business Administration from Thomas More College, and has
been a certified public accountant since 1984. Mr. Hart devotes approximately 30% of his time to our business and operations.
As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers
or directors are a party in connection with their appointments as officers or directors of the Company.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Unwind Agreement
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: October 31, 2014
Train Travel Holdings, Inc.
By:
/s/ Neil Swartz
Neil Swartz
President and Chief Executive Officer
EXHIBIT 10.1
UNWIND AGREEMENT
This is an unwind agreement between TBG Holdings Corporation, a Florida corporation (“ TBG ”), Train Travel Holdings, Inc., a
Florida corporation (“ TTHI ”), B. Allen Brown (“ Brown ”), Railmark Holdings Incorporated, an Indiana corporation (“ Railmark ”) and
Train Travel Holdings, Inc., a Nevada corporation (“ TTHX ”).
WHEREAS, the parties entered into an agreement dated October 2, 2014 (the “Agreement”); and
WHEREAS, the parties have agreed to unwind the Agreement as provided in Section 12 of the Agreement; and
WHEREAS, the parties have agreed to unwind any prior Agreements, including all financial Promissory Notes, and other
commitments, by the appropriate parties in each of the prior Agreements, as signed are now null and void; and
NOW, THEREFORE, the parties agree as follows:
1.
Defined Terms . The defined terms in the Agreement will have the same meaning in this Unwind Agreement
2.
Closing . The closing shall be on October 29, 2014, at which time the deliveries provided for herein shall be made. If no deliveries need be
made, the closing shall occur upon execution of this Agreement.
3.
Resignation . Brown shall deliver his resignation as an officer and director as well as the resignations of Lindquist and Schillinger as directors
of TTHX.
4.
TTHX Preferred Stock . The parties acknowledge that the Preferred Stock owned by TBG was not issued or delivered to Brown and therefore
no delivery is required at this time.
5.
TTHX Common Stock . The parties acknowledge that the Common Stock held by Brown was not delivered to TBG and therefore no delivery
is required at this time.
6.
Railmark . The parties agree that the terms of the Agreement providing for the acquisition of Railmark are terminated pursuant to this Unwind
Agreement.
7.
TTHX Books and Records . Brown represents that there are no TTHX books and records in his possession or under his control.
8.
Condition of TTHX . Brown represents and warrants that TTHX is in the same condition as when he took control on October 2 nd , 2014.
Dated 10/30/14
9.
Miscellaneous .
9.1
Notices . All notices, requests, and other communications shall be deemed to be duly given if sent by confirmed facsimile transmission, email
or receipted overnight courier addressed to the other party at the address as set forth below:
If to TBG:
TBG Holdings Corp., a Florida corporation
2929 East Commercial Blvd., PH-D
Ft Lauderdale,
FL 33308
Attn: Neil Swartz
Email: [email protected]
If to Brown and Railmark:
Railmark Holdings Incorporated, an Indiana corporation
50244 Dennis Court
Wixom MI 48393
Attn: B. Allen Brown
Email: [email protected]
9.2
Binding Effect . Except as may be otherwise provided herein, this Agreement will be binding upon and inure to the benefit of the Parties hereto
and their respective successors and permitted assigns, but neither this Agreement nor any of the rights or obligations hereunder shall be
assigned by any of the Parties hereto without the prior written consent of the other Parties. Except as otherwise specifically provided in this
Agreement, nothing in this Agreement is intended or will be construed to confer on any person other than the Parties hereto any rights or
benefits hereunder.
9.3
Headings . The headings in this Agreement are intended solely for convenience of reference and will be given no effect in the construction or
interpretation of this Agreement.
9.4
Counterparts . This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which together
will constitute one and the same document. Any signature page delivered by a fax machine, telecopy machine or electronic mail shall be
binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto.
Any party who delivers such a signature page agrees to later deliver an original signed counterpart to any party which requests it.
9.5
Governing Law . This Agreement will be governed by the laws of the State of Florida without regard to conflict of laws principles thereof.
Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any state or federal court located within Broward County, Florida
in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be
served upon them in any manner authorized by the laws of the State of Florida for such persons and waives and covenants not to assert or plead
any objection which they might otherwise have to such jurisdiction and such process.
9.6
Waivers . Compliance with the provisions of this Agreement may be waived only by a written instrument specifically referring to this
Agreement and signed by the party waiving compliance. No course of dealing, nor any failure or delay in exercising any right, will be
construed as a waiver, and no single or partial exercise of a right will preclude any other or further exercise of that or any other right.
9.7
Pronouns . The use of a particular pronoun herein will not be restrictive as to gender or number but will be interpreted in all cases as the
context may require.
Dated 10/30/14
9.8
Joint Drafting . This Agreement shall be deemed to have been drafted jointly by the Parties hereto, and no inference or interpretation against
any Party shall be made solely by virtue of such Party allegedly having been the draftsperson of this Agreement.
9.9
Time Periods . Any action required hereunder to be taken within a certain number of days will be taken within that number of calendar days
unless otherwise provided; provided, however, that if the last day for taking such action falls on a weekend or a holiday, the period during
which such action may be taken will be automatically extended to the next business day.
9.10
Modification . No supplement, modification or amendment of this Agreement will be binding unless made in a written instrument that is signed
by all of the Parties hereto and that specifically refers to this Agreement.
9.11
Severability . If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality
or enforceability of the remaining provisions of this Agreement shall not be affected thereby. To the extent permitted by applicable law, each
party waives any provision of law, which renders any provision of this Agreement invalid, illegal or unenforceable in any respect.
9.12
Entire Agreement . This Agreement and the agreements and documents referred to in this Agreement or delivered hereunder are the exclusive
statement of the agreement among the Parties concerning the subject matter hereof. All negotiations among the Parties are merged into this
Agreement, and there are no representations, warranties, covenants, understandings, or agreements, oral or otherwise, in relation thereto among
the Parties other than those incorporated herein and to be delivered hereunder.
[SIGNATURE PAGE TO FOLLOW]
Dated 10/30/14
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.
TBG Holdings Corporation, a Florida corporation
By:
Name:
Its:
/s/ Neil Swartz
Neil Swartz
CEO
Train Travel Holdings, Inc., a Florida corporation
By:
Name:
Its:
/s/ Neil Swartz
Neil Swartz
President
/s/ B. Allen Brown
B. Allen Brown, an individual
Railmark Holdings Incorporated, an Indiana corporation
By:
Name:
Its:
/s/ B. Allen Brown
B. Allen Brown
President & CEO
Train Travel Holdings, Inc., a Nevada corporation
By:
Name:
Its:
/s/ B. Allen Brown
B. Allen Brown
President
Dated 10/30/14