As filed with the Securities and Exchange Commission on July 26, 2019.
Registration No. 333-232701
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUEST SOLUTION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 7373 | | 20 - 3454263 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification Number) |
860 Conger Street, Eugene, OR, 97402
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Shai Lustgarten
Chief Executive Officer
Quest Solutions, Inc.
860 Conger Street
Eugene, OR, 97402
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Arthur Marcus, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas
New York, New York 10036
Tel: (212) 930-9700
Fax: (212) 930-9725
EXPLANATORY NOTE
Quest Solutions (the “Registrant”) is filing this Amendment No. 1 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-232701) (the “Registration Statement”) to file Exhibit 3.1 and Exhibit 3.2. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page, the Exhibit Index and Exhibits 3.1 and 3.2. The remainder of the Registration Statement is unchanged and therefore has not been included in this amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and Financial Statement Schedules
| | | See Exhibit Index in part II of this registration statement, which has been revised to include exhibits 3.1 and 3.2. |
| | (b) | Financial Statement Schedules |
Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York on July 26, 2019.
| | QUEST SOLUTION, INC. |
| | | |
| | By: | /s/ Shai Lustgarten |
| | Name: | Shai Lustgarten |
| | Title: | Chief Executive Officer (Principal Executive Officer)/(Principal Accounting Officer) |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ Shai Lustgarten | | CEO, Interim CFO, (Principal Accounting), | | July 26, 2019 |
| Name: Shai Lustgarten | | (Principal Executive Officer) and Director | | |
| | | | | |
| /s/ Yaron Shalem, IV | | Director | | July 26, 2019 |
| Name: Yaron Shalem, IV | | | | |
| | | | | |
| /s/ Neev Nissenson | | Director and Secretary | | July 26, 2019 |
| Name: Neev Nissenson | | | | |
| | | | | |
| /s/Andrew J. MacMillan | | Director | | July 26, 2019 |
| Name: Andrew J. MacMillan | | | | |
EXHIBIT INDEX
Exhibit
No. | | Description |
| | | |
| (a) | | Exhibits. |
| | | |
| 3.1 | | Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 26, 2019. |
| | | |
| 3.2 | | Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 26, 2019. |
| | | |
| 4.1 | | $12,492,136.51 Secured Promissory Note, from Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and their subsidiaries and/or affiliates, jointly and severally, to ScanSource, Inc., incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2016.* |
| | | |
| 4.2 | | $483,173.60 CAD Secured Promissory Note, from Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and their subsidiaries and/or affiliates, jointly and severally, to ScanSource, Inc., incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2016.* |
| | | |
| 5.1 | | Opinion of Sichenzia Ross Ference LLP, incorporated by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on July 18, 2019.* |
| | | |
| 10.1 | | Factoring and Security Agreement, by and among Quest Solution, Inc., Quest Marketing, Inc., Bar Code Specialties, Inc., and Action Capital Corporation, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2016.* |
| | | |
| 10.2 | | Pledge and Security Agreement, by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2016.* |
| | | |
| 10.3 | | Security Agreement, by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc., incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on July 8, 2016.* |
| | | |
| 10.4 | | Warrant issued to David and Kathy Marin dated February 28, 2018, incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on March 1, 2018.* |
| | | |
| 10.5 | | Movable Hypothec and General Security Agreement by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2016.* |
| | | |
| 10.6 | | Universal Movable Hypothec and General Security Agreement by and among Quest Solution, Inc., Bar Code Specialties, Inc., Quest Marketing, Inc., Quest Solution Canada Inc., Quest Exchange Ltd. and ScanSource, Inc., incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 22, 2016.* |
| | | |
| 10.7 | | Separation Agreement and General Release by and between Quest Solution, Inc. and Jason Griffith, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 26, 2016.* |
| 10.8 | | Separation Agreement and General Release by and between Quest Solution, Inc. and Scot Ross, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 4, 2016.* |
| | | |
| 10.9 | | Redemption Agreement by and among Quest Solution, Inc., Danis Kurdi and 3587967 Canada, Inc. dated November 30, 2016, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2016.* |
| | | |
| 10.10 | | Exchange and Transfer Agreement, by and among Viascan Group. Inc., Quest Solution, Inc. and Quest Exchange Ltd. dated November 30, 2016, incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 6, 2016.* |
| | | |
| 10.11 | | Employment Agreement by and between the Company and Shai Lustgarten dated February 17, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2017.* |
| | | |
| 10.12 | | Modification Agreement by and between the Company and Shai Lustgarten dated February 17, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 6, 2017.* |
| | | |
| 10.13 | | Resignation Agreement by and between the Company and Tom Miller dated July 7, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 12, 2017.* |
| | | |
| 10.14 | | Consulting Agreement by and between the Company and Carlos Jaime Nissenson dated August 2, 2017 incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 4, 2017.* |
| | | |
| 10.15 | | Consulting Agreement by and between the Company and YES-IF dated September 8, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2017.* |
| | | |
| 10.16 | | Termination Agreement by and between the Company and Joey Trombino dated September 29, 2017, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2017.* |
| | | |
| 10.17 | | Employment Agreement by and between the Company and Benjamin Kemper dated October 2, 2017, incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2017.* |
| | | |
| 10.18 | | Settlement Agreement dated February 28, 2018 by and between the Company and David and Kathy Marin (the “Marin Settlement Agreement I”), incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2018.* |
* Previously Filed.
