Amended Current Report Filing (8-k/a)
May 21 2019 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 16, 2019
CELEXUS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-52069
|
98-0466350
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
Number)
|
8275
S. Eastern Ave. Suite 200
Las
Vegas, NV
|
88123
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
On
May 16, 2019, Celexus, Inc. (the “Company”) filed a current report on Form 8-K which contained an incorrect statement
regarding the current status of the Company’s acquisition of HempWave, f/k/a Bio Distribution. The Company has entered into
a definitive agreement by which it will acquire HempWave subject to completion of an appraisal satisfactory to management of both
companies.
Item
1.01 Entry into a Material Agreement
HempWave,
a company to be acquired as a subsidiary by Celexus pursuant to certain acquisition terms, has entered into long-term agreements
to acquire two existing Arizona based greenhouses to grow industrial hemp seeds and clones.
The
two greenhouses (based in Phoenix and Willcox, Arizona, respectively) have a combined total of over 210,000 square feet of arable
land that HempWave will dedicate to growing commercial hemp. The purpose of the growing operations with these greenhouses is year-round
production of hemp seeds and clones (or “starts”) for use with the company’s aggressive plans for expanding
hemp-growing operations throughout the United States.
Item
9.01 Financial Statements and Exhibits
None.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: May
20, 2019
Celexus,
Inc.
/s/
Lisa Averbuch
Lisa
Averbuch, President
Celexus (CE) (USOTC:CXUS)
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