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 9, 2018
Date of Report
(Date of Earliest Event Reported)
AMERICAN BLOCKCHAIN BIOCHAR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
ROSE GROVE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-55813 82-1859109
(State or other (Commission File Number) (IRS Employer
jurisdiction Number)
of incorporation)
14500 Roscoe Boulevard
Suite 203
Panorama City, California 91402
(Address of principal executive offices) (zip code)
805-340-2484
(Registrant's telephone number, including area code)
9545 Wilshire Boulevard
Beverly Hills, California 90212
(Former Address of Principal Executive Offices)
ITEM 3.02 Unregistered Sales of Equity Securities
On April 10, 2018, American BlockchainBiochar Corporation
(formerly Rose Grove Acquisition Corporation). (the "Registrant"
or the "Company") issued 5,000,000 of its common stock pursuant
to Section 4(a)(2) of the Securities Act of 1933 at par
representing 90.01% of the total outstanding 5,500,000 shares
of common stock as follows:
Mahesh Talwar 2,500,000
Ajay Keshap 2,500,000
With the issuance of the stock and the redemption of 19,500,000
shares of 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 intends to develop its business plan by
acquiring Karr Group of Companies,, a California LLC. 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 9, 2018, the following events occurred which resulted
in a change of control of the Registrant:
1. The Registrant cancelled an aggregate of 19,500,000 of the
then 20,000,000 shares of outstanding stock valued at par.
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 July 7, 2017 as amended and supplemented by
the information contained in this report.
The Registrant has been formed to combine with the a
California LLC, Karr Group of Companies. The Karr Group of Companies
is a parent company which owns and operates a biochar production plant
company in the State of Washington. The company manufactures specialty
biochar under the brand name "CannGrow" for the cannabis industry and
"Karrchar" for other agricultural operations. The company utilizes a
fractional hydro cracking technology to turn waste biomass into usable
products including CannGrow and Karrchar, bio charcoal ("Surefire')
and fuel gas ("Karrgas"). The company believes that it may be the
first technology that produces commercial quantities of biochar/bio
charcoal on a continuous basis without the bio oil-byproduct, a
hazardous waste creating disposal and cost issues. The company sells
its products wholesale to soil formulators and resellers.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On April 9, 2018, the following events occurred:
James M. Cassidy resigned as the Registrant's president,
secretary and director.
James McKillop resigned as the Registrant's vice president
and director.
The following persons were named as directors of the Registrant:
Mahesh Talwar
Ajay Keshap
Mahesh Talwar was named Chief Executive Officer of the
Registrant.
Ajay Keshap was named Chief Business Officer of the Registrant.
Mahesh Talwar serves as Chief Executive Officer and a director
of the Registrant. Mr. Talwar served as senior scientist at a
California air pollution control district managing a government-
industry partnership program for the development and implementation
of innovative air pollution control technologies. He was instrumental
in enlisting the largest U.S. diesel engine manufacturers to undertake
a joint development program for the application of on-highway
technology to off-highway engines used in boats, agricultural
equipment and locomotives. Mr. Talwar developed and received EPA
approval for a locomotive diesel engine rebuild kit that provides
70% reduction in air pollution. Over 250 of such kits are in use
by the major rail lines.
Mr. Talwar has invented and developed several technologies in the
biofuel industry. He developed technology for the production of
biodiesel from "McDonald grease". He built, owned and operated a
10 million annual gallon plant in Florida and developed a similar
facility in Malaysia. He also developed commercial technology for
fast biodiesel production using cavitation principle now prevalent
in the biodiesel industry. He also developed a technology to produce
biochar in a continuous reactor without the production of the bio
oil by-product, for which he received a U.S. patent. Mr. Talwar
received a MSChE degree from California State University.
Ajay Keshap serves as Chief Business Officer and a director of
the Registrant. Mr. Keshap was a sales and marketing professional
at Hewlett Packard and Oracle for 15 years. He successfully expanded
from owning a franchise of five Denny's restaurants in Washington to
26 restaurants with revenue over $37 million within two years. He
designed and implemented an efficient back office management software
system and ISO 9001 2009 certified hospitality system to manage the
26 restaurants. He specializes in turnaround of marginal companies
to profitable ventures. He holds a patent on MDI guitar technology.
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.
AMERICAN BLOCKCHAIN BIOCHAR CORPORATION
/s/ Mahesh Talwar, Chief Executive Officer
Date: April 10, 2018