Form 8-K Sustainable Projects For: Jul 31

August 10, 2018 2:18 PM EDT

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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) July 31, 2018  

 

 

sustainable Projects group inc.

 

(Exact name of registrant as specified in its charter)

 

Nevada   000-54875   81-5445107

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2316 Pine Ridge Road, 383 Naples, Florida   34109
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code 239-316-4593

 

Sustainable Petroleum Group Inc.

 

(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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

 

[  ] 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))

 

 

 

   
Form 8-KSustainable Projects Group Inc.Page 2

 

Information to be included in report

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On July 31, 2018 and Christian Winzenried resigned as a director of SPGX and Dr. Philip Grothe consented to and was appointed as an additional director of SPGX, by consent resolutions of the board of directors.

 

Also, on July 31, 2018, Christian Winzenried resigned as the Chief Financial Officer of SPGX and Stefan Mühlbauer consented to and was appointed the Chief Financial Officer of SPGX by the board of directors.

 

The board of directors and management of SPGX currently consists of Stefan Mühlbauer as a director and as the Chief Executive Officer, the Chief Financial Officer, the Treasurer, the Corporate Secretary and the Chief Communications Officer of SPGX, Lilibeth Fani Grunder as a director of SPGX, and Dr. Philip Grothe as a director of SPGX.

 

Stefan Mühlbauer (40 years old) has been the Chief Communications Officer of SPGX and a director of SPGX since February 2017, and has been the Treasurer and Corporate Secretary of SPGX since January 2018, and was the Chief Financial Officer of SPGX from January to May 2018, and has been since being reappointed in August 2018. During the past five years, Mr. Mühlbauer has served as CEO of Arma Communications Inc, a business development and marketing Agency in Naples, Florida since 2013. Additionally Mr. Mühlbauer serves as managing partner for Eagle Run Capital Inc. Previously, Mr. Mühlbauer held positions with several leading investment banks in Europe. Mr. Mühlbauer was the Chief Operating Officer at Silvia Quandt & Cie AG where he was responsible for building up the institution’s research and corporate finance activities. Mr. Mühlbauer received his degree in Finance from the University of Miami.

 

Lilibeth Fani Grunder (37 years old) has been a director of SPGX since May 2018. During the past five years, Ms. Fani Grunder has been an account operations specialist with Nike in Switzerland and previous to that CEO of Timet in Zurich Switzerland.

 

Dr. Philip Grothe (42 years old) was a director of SPGX from January 2017 to May 2018, and was reappointed a director in August 2018, and was the President and Chief Executive Officer of SPGX and from January 2017 to February 2017. During the past five years, Dr. Grothe has been the CEO of alimex Group since 2014. Prior to joining alimex he was partner and shareholder of Simon, Kucher & Partners, a top management consultancy focusing on strategy, marketing, pricing and sales. Dr. Grothe started his career at Deloitte Consulting where he worked as a manager and project leader in numerous marketing and sales projects. He graduated in Economics and obtained his PhD in Strategic Management.

 

SPGX does not have any committees, and therefore no directors or officers have served or do serve on any committees, other than the audit committee, which the three directors currently are members. Christian Winzenried did not resign as a result of any disagreement with SPGX.

 

During the past three years, none of the current directors or officers have served as a director of any listed companies.

 

There is no family relationship among the directors or officers of SPGX. However, Ms. Fani Grunder is the sister of Christopher Grunder, a principal shareholder of SPGX.

 

During the last two years, there has been no transaction or proposed transaction that SPGX was or is a party to in which any of the current directors or officers had or is to have a direct or indirect material interest, except for the Services Agreement dated August 1, 2017 between SPGX and Dr. Philip Grothe. See Exhibit 10.7 - Services Agreement for more details.

 

SPGX has not entered into any material plan, contract, or arrangement (whether or not written) with any of any of current directors or officers.

 

Item 7.01. Regulation FD Disclosure.

 

Limitation on Incorporation by Reference: In accordance with general instruction B.2 of Form 8-K, the information in this report, including Exhibit 10.7 is furnished under Item 9 and pursuant to Regulation FD, and will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as will be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

 

The information contained in Exhibit 10.7 is incorporated herein by reference.

 

   
Form 8-KSustainable Projects Group Inc.Page 3

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description  
       
10.7  

Services Agreement dated August 1, 2017 between Sustainable Petroleum Group Inc. and Dr. Philip Grothe, filed as an exhibit to SPGX’s Form 10-K (Annual Report) filed on August 31, 2017, and incorporated herein by reference.

Filed

 

   
Form 8-KSustainable Projects Group Inc.Page 4

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Sustainable Projects Group Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.

 

  SUStainable Projects group inc.
     
Dated: August 10, 2018 By: /s/ Stefan Mühlbauer
    Stefan Mühlbauer – CEO

 

   

 

 



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