Lake Side Drive #5, Indigo Bay, Cole Bay, St. Maarten, Dutch West Indies
(Address of principal executive offices and zip code)
Tel: (949) 264-1475, Fax: (949) 607-4052
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 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))
Forward Looking Statements
This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.
Item 5.06
Change in Shell Company Status
On December 15, 2015, Blue Water Bar & Grill, Inc. (“Blue Water”) acquired all of the issued and outstanding shares of Blue Water Bar & Grill, N.V., a St. Maarten limited liability company. A financial audit of Blue Water Bar & Grill, N.V. will be initiated shortly. Once completed this audit will be filed with the Securities and Exchange Commission (“SEC”) as an amendment to this Form 8-K.
As a result of this acquisition, Blue Water now has substantial assets under its control and is no longer deemed a “shell company” as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.
In Q1 2016 Blue Water will simultaneously file its Annual Report on Form 10-K along with a Registration Statement on Form S-1 which will contain “Form 10” information resulting from this acquisition necessary to fulfill the SEC’s requirements for a change in shell company status. These filings will contain consolidated financial statements incorporating this acquisition.
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.
BLUE WATER BAR & GRILL, INC.
Dated: December 16, 2015
By:
/s/ J. Scott Sitra
J. Scott Sitra
President and Chief Executive Officer
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