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Report of unscheduled material events or corporate changes.

8-K

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) June 1, 2015

 

AGRITEK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-15673 20-8484256
(State of Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

319 Clematis Street, Suite 1008, West Palm Beach, FL. 33401
(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code): (561)-249-6511

 

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:

 

☐ 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 8.01. Other Events.

 

On March 23, 2015, the Company announced the execution of a Master Consulting Financing & Licensing Agreement (the “Agreement”) with Green Leaf Farms Holdings Inc. (“Green Leaf”) an 80% owned subsidiary of Players Network, a fully reporting diversified company with holdings in two primary areas, Media and Medical Marijuana. In the Agreement, executed by Green Leaf, Green Leaf stated it had signed a five (5) year lease agreement with two five (5) year options, with a third party to the real property located at 203 Mayflower, North Las Vegas. Based on the forgoing, the Company had agreed to provide certain consulting and financings to Green Leaf and/or Players Network, for the property that Green Leaf was leasing from the third party. After both parties executed the Agreement, the Company had discovered that Green Leaf’s lease for the Mayflower address is for three years without any renewal options and therefore was not consistent with the executed Agreement. Accordingly, based on this misrepresentation from Green Leaf, the Company is terminating the Agreement and has no obligations under the Agreement. In the termination letter sent to Green Leaf and Players Network, the Company has reserved all of its’ legal rights for damages caused to the Company pursuant to the breach described above.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Termination letter of the Master Consulting Financing & Licensing Agreement by and between the Company and Green Leaf Farms Holdings Inc.
99.1   Agritek Holdings, Inc. press release dated March 23, 2015.

 

 
 

 

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.

 

  AGRITEK HOLDINGS, INC.  
       
Date: June 4, 2015 By: /s/ Justin Braune  
   

Justin Braune

Chief Executive Officer and President

 

 

Exhibit 10.1

 

June 4, 2015

 

 

Mr. Mark Bradley, CEO

Green Leaf Farms Holdings, Inc.

Players Network

1771 East Flamingo Road, Suite 201A

Las Vegas, Nevada 89119

 

Dear Mr. Bradley:

Please be advised that Agritek Venture Holdings, Inc. (“Agritek”) is terminating the Consulting Financial and Licensing Agreement (the “Agreement”) dated March 18, 2015, by and between Agritek Holdings, Inc. and Green Leaf Farms Holdings, Inc. (“Green Leaf”) due to a breach of contract by Green Leaf.

 

The first paragraph of the Agreement and Paragraph A are as follows:

 

This Consulting, Financing and Licensing Agreement (“Agreement”) is executed as of the 18th day of March, 2015 (“Effective Date”) between Agritek Venture Holdings, Inc. (“CONSULTANT or LICENSOR”), a Delaware corporation with offices at 319 Clematis Street, Ste. 1008, West Palm Beach, FL33401, and Green Leaf Farms Holdings Inc. (“COMPANY or LICENSEE”), with a mailing address at 1771 East Flamingo Rd suit 201A Las Vegas Nevada, 89119. The parties enter into the following agreement.

A.Whereas the COMPANY has a signed Five (5) year lease agreement with two five (5) year options, to the real property located at 203 Mayflower, North Las Vegas or such other location as the parties agree (“The Site”); as well CONSULTANT’S own the right to land in Apex, North Las Vegas zoned for cultivation,

 

Agritek previously requested a copy of the lease mentioned in Paragraph A, and upon receipt of such lease, Agritek learned that Green Leaf’s lease is for three years and contains no renewal clauses. Based on this gross misrepresentation, Agritek is hereby terminating the Agreement and is reserving all of its legal rights it may have against Green Leaf and Players Network.

 

Sincerely,

Agritek Venture Holdings, Inc.

 

 

 

/s/ Justin Braune, CEO

Exhibit 99.1

Agritek Holdings Inc. Announces Execution of Nevada Operational and Licensing Agreement With Green Leaf Farms Holdings, Inc. For New 22,000 Sq. Ft. Cultivation and Production Facility in North Las Vegas 

 

LOS ANGELES, CA --(Marketwired - March 23, 2015) - Agritek Holdings, Inc. (AGTK) ( http://www.Agritekholdings.com), a fully reporting company on the OTCQB and leader in Compassionate Care Technology and indoor/outdoor agricultural solutions for the medicinal marijuana industry today announced the execution of an operational and licensing agreement with Green Leaf Farms Holdings Inc. (“Green Leaf”) an 80% owned subsidiary of Player's Network (PNTV) a fully reporting diversified company with holdings in two primary areas, Media and Medical Marijuana. 

 

The five year agreement executed by the parties provides for Agritek Holdings to be the exclusive consultant regarding the build out on behalf of Green Leaf for the 22,000 sq. ft. facility presently under contract for purchase by an investment partner of Green Leaf for $2.8 million dollars. Green Leaf presently holds two provisional or "MME" licenses in North Las Vegas for both medicinal cannabis cultivation and production.  

 

Under the terms of the agreement, Agritek Holdings will provide consulting services and specialists related to grow and production, operational build out, equipment lease financing, and an infrastructure funding commitment of up to one million dollars ($1,000,000).  Under the agreement, both Companies expect to complete an approximate 12,000 sq. foot cultivation operation initially as well as a commercial extraction facility on behalf of Green Leaf. Direct to manufacturer relationships with lighting, extraction equipment, chillers and hydroponic equipment, edibles production as well as cultivation specialists will be provided by Agritek Holdings. In addition to monthly consulting fees once the facility is operational, Agritek will receive licensing fees as the provider of vaporizers, cartridges and infused edibles produced under the Agritek Holdings trademarked Mont Blunt brand, American Hemp Trading Company Chocolate and additional brands. 

 

The new facility will be one of the first operational indoor cannabis cultivation and production facilities in North Las Vegas containing the latest in technology advances for indoor grow and manufacturing operations planned and completed by some of the most experienced management teams responsible for the most successful operations in legal jurisdictions within the US and Canada. 

 

"This five year operational agreement with Green Leaf is a giant foot print in Nevada for Agritek Holdings and major milestone toward meaningful revenue for the Company. We believe Nevada will prove itself to be the most dynamic and largest recreational market over the next 18 months. With 800,000 tourists visiting the city each week, having a long term business relationship and executing with one of the largest, fully functional and licensed cultivation and production facilities will soon prove that Agritek Holdings cannot be ignored within the marketplace as a force within this sector. I am happy to have executed this deal on behalf of the Company as one of my last acts as CEO, and am presently working on similar contracts in additional parts of the state as well as other jurisdictions on behalf of the Company. I couldn't think of a better person than Justin Braune, our new CEO to pass the baton to and ensure the success of this and future deals," stated B. Michael Friedman, for Agritek Holdings.

 

Justin Braune, CEO of Agritek Holdings, Inc. stated “I am enthusiastic about the working relationship with Green Leaf and looking forward to working with Mark (Bradley) to maximize the productivity of this world class facility. Mark and I are united in our desire to deploy the latest technology to increase efficiency and quality of production. This facility is a central part of Agritek’s Nevada solution to creating the highest quality extracts under the Mont Blunt and MB Oils brands. By capitalizing on the vast reach of WeedTV.com and Agritek’s connections in Nevada, this facility will redefine the expectations for quality in Nevada.”

 

Mark Bradley, CEO of PNTV, stated, "We are extremely excited about our relationship with Agritek, they are truly a leader with vast experience in the cannabis sector with strong ties to the banking community. This agreement is the result of an extremely extensive process to find the best possible company to assist Green Leaf. There are great synergies between the two companies which include leveraging PNTV's WeedTV.com as the primary marketing platform that will brand products of both companies." Mr. Bradley continues, “Agritek will receive revenues through equipment lease financing, licensing and consulting fees.”

 

About Agritek Holdings, Inc.
Agritek Holdings, Inc. ( www.Agritekholdings.com), a fully reporting Company and pioneer within the medicinal marijuana space provides innovative patient and agricultural solutions seeks to be the leader in Compassionate Care Technology for the medicinal marijuana industry. Agritek Holdings provides real estate management and health and wellness product lines including through its' wholly owned subsidiary Agritek Venture Holdings Inc. Agritek does not directly grow, harvest, or distribute or sell cannabis or any substances that violate United States law or the Controlled Substances Act, nor does it intend to do so in the future.

 

About Player's Network
Player's Network, Inc. (PNTV) is a fully reporting publicly traded diversified holding company who operates in two main areas; Media and Medical Marijuana. PNTV's primary objective is to create shareholder value by identifying opportunities in niche emerging markets.

 

About Green Leaf Farms Holdings
Green Leaf is 80% owned by PNTV and has been granted 2 licenses by the state of Nevada for Medical Marijuana Cultivation and Production of Marijuana infused products.

 

FORWARD-LOOKING DISCLAIMER: 

This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Agritek Holdings, Inc. to be materially different from the statements made herein. 

Contact:   

Agritek Holdings, Inc.  
561.249.6511 

www.Agritekholdings.com  
info@Agritekholdings.com