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
April 25, 2014
Date of Report
(Date of Earliest Event Reported)
TRAIL RUN ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-55058 46-3621499
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
10244 SE Pine Street
Unit H105
Portland, Oregon
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
949 673 4510
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On April 28, 2014, Trail Run Acquisition Corporation (the "Registrant"
or the "Company") issued 1,000,000 shares of its common stock pursuant to
Section 4(2) of the Securities Act of 1933 at par representing 100% of the
total outstanding 1,000,000 shares of common stock as follows:
Andrey P. Galas 1,000,000
With the issuance of the 1,000,000 shares of stock and the redemption
of 20,0000,000 shares of common stock (discussed below), the Company effected
a change in its control and the new majority shareholder(s) elected new
management of the Company. The Company may develop its business plan by
future acquisitions or mergers but no agreements have been reached regarding
any acquisition or other business combination. The Company changed its name
as part of the change in control. If the Company makes any acquisitions,
mergers or other business combination, the Company will file a Form 8-K but
until such time the Company remains a shell company.
ITEM 5.01 Changes in Control of Registrant
On April 25, 2014, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 20,000,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001 per
share for an aggregate redemption price of $2,000.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
September 30, 2013 as amended and supplemented by the information contained
in this report.
The Registrant anticipates that it will develop its business with a
business combination with a private company or through the development
of its business plan. The Company is designed to invest in and acquire
companies in the emerging marijuana and hemp industries in both the medical
and recreational markets. The Company plans on diversification in all
available areas of direct and indirect business in the marijuana and hemp
industries which include industrial machinery, hydroponics, botanical
extractors, edible production. The Company anticipates its services to
range from medical field administration to the capitalization and
advancement of existing marijuana and hemp industry business and product
pioneers. The Company anticipates such services to include production
of cannabis-based health and wellness products and the production of
industrial machinery pertaining to such industries.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On April 25, 2014 James M. Cassidy resigned as the Registrant's president,
secretary and director.
On April 25, 2014, James McKillop resigned as the Registrant's vice
president and director.
On April 25, 2014, Andrey P. Galas was named as the director of the
Registrant.
On April 25, 2014, the following persons were appointed to the offices
of the Registrant as appears next to their names as follows:
Andrey P. Galas President, Chief Executive Officer
Andrey P. Galas serves as the sole director of the Registrant, its
president and Chief Executive Officer. Mr. Galas is the founder of the
National Cannabis Trade Association of America ("NCTAA") and is a founding
member of CannabisTradeUniversity.com, an open-source online resource
pertaining to the laws, regulations and implementation of trade strategies
in the emerging marijuana market industries. Mr. Galas is also the founder
of Cannabis Warehouse, Inc. and CannabisWarehouse.com. Mr. Galas is
responsible for the strategy, licensing, branding and expansion efforts
related to Cannabis Warehouse and other emerging associated businesses.
Mr. Galas also oversees the company's research and development,
formulations, manufacturing, sales, marketing and distribution. Mr. Galas
is a cannabis industry pioneer and has built a reputation as an emerging
marijuana and hemp industry leader.
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 hereunder duly authorized.
TRAIL RUN ACQUISITION CORPORATION
Date: April 28, 2014 Andrey P. Galas
President