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): January 7, 2014
VANELL, CORP.
(Exact name of registrant as specified in its charter)
Nevada / 333-186282 / 33-1225521(State or other jurisdiction of
incorporation) / (Commission File Number) / (IRS Employer Identification No.)
411 108 th Ave NE
Suite 1970
Bellevue, Washington / 98004
(Address of principal executive offices) / (Zip Code)
Registrant’s telephone number, including area code: 011-503-79511698
N/A(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 ( see General Instruction A.2. below):
¨ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)¨ / 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))
Item 1.01 Entry into a Material Definitive Agreement.
Letter of Intent with Train Travel Holdings, Inc.
On January 3, 2014, Vanell, Corp. (“We” or the “Company”) entered into a binding letter of intent (the “TTHI LOI”) with Train Travel Holdings, Inc., a Florida corporation, (“TTHI”).Pursuant to the TTHI LOI, TTHI and the Company will commence the negotiation and preparation of a definitive share exchange agreement (the “Definitive Agreement”) whereby TTHI will exchange all of its shares of common stock for shares of the Company’s common stock, which upon the completion of such Definitive Agreement will constitute 3,000,000 shares of TTHI’s issued and outstanding common stock. Upon completion of such Definitive Agreement, TTHI will become a wholly-owned subsidiary of the Company.
TTHI is an established entertainment railroad company with nearly 30 years of successful operating experience and over 3,000,000 loyal fans. The company currently owns and operates 3 locomotives and multiple theme cars, as well as sleeper units for overnight guests.
TTHI seeks to provide a destination package on a real moving train that creates a memorable dining and entertainment experience. The Company's mission is to have all guests excited and confident that their on board experience will be fabulous in all ways: delicious food, lively entertainment, extraordinary staff, beautifully appointed train cars and with peace of mind that safety is always present. A centralized reservation staff and tour marketing center is planned to benefit all forth-coming TTHI dinner train operations. The interactive procedures will offer direct communication to all train departments for each reservation to be complete as promised. This creates repeat business, as well as new customers from rave reviews.The components of TTHI’s successful business strategy are discussed below:
The foregoing description of the terms of the TTHI LOI is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this Report, which is incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
Reference is made to the disclosure set forth under Items 1.01 and 5.02 of this Report, which disclosure is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
In connection with the closing of the Definitive Agreement, Francisco Douglas Magana shall submit to the Company a resignation letter pursuant to which he resigns from his position as President, Chief Executive Officer and Chief Financial Officer. The resignation of Mr. Magana is not a result of any disagreements relating to the Company’s operations, policies or practices.
At the closing of the Definitive Agreement, Mr. Neil Swartz will be nominated to serve as Director, President and CEO of the Company and Mr. Timothy Hart will be nominated to serve as Director, Secretary and CFO of the Company.
Mr. Swartz has firsthand knowledge in a variety of established and effective business strategies provide clients with a unique advisory service. Mr. Swartz’s business experience includes titles as Managing Director of Sunbelt South East Florida, LLC, a Business Brokerage of Mergers and Acquisitions firm with 350 offices worldwide. Prior to those events, Mr. Swartz was chairman and CEO of a software company, which he took public on the NASDAQ Small Cap Market. Under his management, the company went from building one product to over thirty with in-house manufacturing capabilities. Mr. Swartz is a CPA and received a BS degree from Northeastern University in accounting. He is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.
Mr. Hart has over thirty years of vast accounting and finance experience, including 10 years with KPMG, one the world’s largest international public accounting firms. Most recently, Mr. Hart expanded his private practice to form R3 Accounting LLC and has extensive experience dealing with SEC and other regulatory matters, such as initial and secondary public offerings, private placements, formulating responses to various SEC inquiries, compliance with SEC reporting requirements (Forms 10-K, 10-Q and 8-K), dealing with banks, private investors and investment bankers in obtaining debt and/or equity financing, and appearing before the IRS representing clients on IRS audits. He also has widespread experience with mergers and acquisitions, including transactional documentation, back and front office systems implementations for small to medium sized businesses, business consulting with small public and private companies and their executives and various other accounting, finance and tax services. Mr. Hart holds a bachelor’s degree in Accountancy, Economics and Business Administration from Thomas More College, and has been a certified public accountant since 1984. He is also Chairman of the Chamber of Commerce for Oakland Park /Wilton Manor.
As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.
Family Relationships
There are no family relationships between Mr. Swartz or Mr. Hart and any previous officers or directors of the Company.
Related Party Transactions
There are no related party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.
Employment Agreement
The Company has not entered into any employment agreements with any of its officers.
Item 9.01 / Financial Statements and Exhibits.(d) / Exhibits.
Exhibit
Number / Description
10.1 / TTHI LOI dated January 3, 2014
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
Vanell, Corp.DATED:January 7, 2014 / By: / /s/Francisco Douglas Magana
Francisco Douglas Magana ,
President and Chief Executive
Officer and Chief Financial
Officer
Vanell Corp.
411 108 th Avenue NE
Suite 1970
Bellevue, Washington 98004
January 3, 2014
Train Travel Holdings, Inc.
2929 Commercial Blvd.
Fort Lauderdale, Florida 33308
Attention: Neil Swartz
Re: / Binding Letter of IntentDear Mr. Swartz:
This letter sets forth our binding letter of intent (“Letter of Intent”) among Vanell Corp., a Nevada corporation (“Vanell”) and Train Travel, Holdings, Inc., a Florida Corp. (“Train Travel”), in connection with the transfer and issuance of shares of Vanell to Train Travel, or its designees, in an amount equal to 78% of the issued and outstanding shares of Vanell on a fully diluted basis (the “Transaction”), subject to the terms of definitive agreements, to be negotiated and duly executed by the relevant parties.
The proposed terms of the Transactions are as follows:
1. Definitive Agreements . Consummation of the Transactions as contemplated hereby will be subject to the negotiation and execution of mutually satisfactory definitive agreements (the “Definitive Agreements”), setting forth the specific terms and conditions of the Transactions proposed hereby. The execution of the Definitive Agreements by the parties is subject to approval by the Board of Directors of each party. The parties will use their reasonable best efforts to negotiate in good faith the Definitive Agreements, which shall contain, among other terms and conditions, the following provisions:
(a) / Vanell shall effectuate a transaction such that Train Travel, or its designees such receive shares representing 78% of the issued and outstanding shares of Vanell on a fully diluted basis, in consideration for the transfer of all of the outstanding shares of Train Travel to Vanell so that Train Travel shall become a wholly owned subsidiary of Vanell (“Purchase Price”).(b) / The shares directors, executives, officers and affiliates of Vanell shall indemnify and hold harmless Train Travel and its shareholders from any liabilities arising or related to any action that occurred prior to the Transactions.
(c) / The current officers and directors of Vanell shall resign effective immediately after the closing of the Transaction, with such vacancies filled by the nominees of Train Travel.
(d) / Any required and necessary third-party consents shall be obtained prior to execution of the Definitive Agreement, including, but not limited to, any consents required to be obtained from Vanell’s lenders, creditors, vendors and lessors.
(e) / At closing of the Transaction, Vanell will cease its operation and satisfy all of its outstanding liabilities in full.
(f) / At closing of the Transaction, each party shall have completed their due diligence review of the other party and shall be reasonably satisfied with the result of such review.
2. Conduct of Business . Prior to the execution of the Definitive Agreement and the closing of the Share Purchase, Vanell will conduct its operations in the ordinary course consistent with past practice and will not issue any capital stock or grant any options with respect to its capital stock, nor will Vanell make any distributions, dividends or other payments to any affiliate or shareholders. Vanell will continue to make timely disclosures and reports as required by federal and state securities laws. Each Party shall make a good faith effort to complete all terms of this Letter of Intent as soon as practicable.
3. Public Announcements . Neither party will make any public disclosure concerning the matters set forth in this Letter of Intent or the negotiation of the proposed Transactions without the prior written consent of the other party, which consent shall not be unreasonably withheld. If and when either party desires to make such public disclosure, after receiving such prior written consent, the disclosing party will give the other party an opportunity to review and comment on any such disclosure in advance of public release. Notwithstanding the above, to the extent that disclosure of the matters set forth in this Letter of Intent is required by laws or to the extent that such disclosure is ordered by a court of competent jurisdiction, then such disclosing party will provide the other party, if reasonably possible under the circumstances, prior notice of such disclosure as well as an opportunity to review and comment on such disclosure in advance of the public release.
4. Due Diligence; Confidentiality Agreement . Each party and its representatives, officers, employees and advisors, including accountants and legal advisors, will provide the other party and its representatives, officers, employees and advisors, including accountants and legal advisors, with all information, books, records and property (collectively, “Transaction Information”) that such other party reasonably considers necessary or appropriate in connection with its due diligence inquiry. Each party agrees to make available to the other party such officers, employees, consultants, advisors and others as reasonably requested by the other party for meetings, visits, questions and discussions concerning each other and the Transactions. Each of the parties shall maintain the confidentiality of the Transaction Information, unless all or part of the Transaction Information is required to be disclosed by applicable securities laws or to the extent that such disclosure is ordered by a court of competent jurisdiction. Each party will have until 12:00PM Eastern Standard Time on the date that is January 9, 2014 (the “Due Diligence Review Period”) to complete their initial due diligence review of the respective documents, unless the Definitive Agreement specifies a different deadline for completion of such due diligence review.
5. Exclusivity . In consideration for the mutual covenants and agreements contained herein, until the termination of this Letter of Intent in accordance with its terms, Vanell, its officers, directors, employees, shareholders and other representatives, will not, and will not permit any of their respective affiliates to, directly or indirectly, solicit, discuss, accept, approve, respond to or encourage (including by way of furnishing information) any inquiries or proposals relating to, or engage in any negotiations with any third party with respect to any transaction similar to the Transaction or Transaction or any transaction involving the transfer of a significant or controlling interest in the assets or capital stock of Vanell, including, but not limited to, a merger, acquisition, strategic investment or similar transaction (“Acquisition Proposal”). Vanell and its officers or their respective affiliates will immediately notify Train Travel in writing of the receipt of any third party inquiry or proposal relating to an Acquisition Proposal and will provide Train Travel with copies of any such notice inquiry or proposal. Notwithstanding the foregoing, nothing in this Section 5 will be construed as prohibiting the board of directors of Vanell from (a) making any disclosure to its stockholders required by applicable law; or (b) responding to any unsolicited proposal or inquiry to Vanell (other than an Acquisition Proposal) by a third party by advising such third party the existence of this Section 5.
6. Termination . This Letter of Intent may be terminated (a) by mutual written consent of the parties hereto, (b) by either party (i) after 5:00 p.m. Eastern standard time on January 30, 2014, which date may be extended for a period of thirty (30) days at the written request of either party, if a Definitive Agreement is not executed and delivered by the parties prior to such time, (c) if the Transactions are enjoined by a court or any governmental body, or (d) by Train Travel, if Train Travel is not satisfied with the results of its due diligence investigation of Vanell in its sole and absolute discretion.