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EX-10 - SHARE EXCHANGE AGREEMENT - Williamsville Sears Management, Inc.wsg_ex10.htm





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 13, 2018 


Williamsville Sears Management, Inc.

(Exact name of registrant as specified in its charter)







(State or other

jurisdiction of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


45 Rockefeller Plaza

New York, NY 10111

(Address of principal executive offices) (zip code)


(917) 890-7066

(Registrant’s telephone number, including area code)



White Smile Global 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 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


Williamsville Sears Management, Inc., a Florida corporation (the “Registrant”), entered into a Share Exchange Agreement, dated June 13, 2018 (the “Agreement”), with FPL Holdings, Inc., a Delaware corporation (the “Company”), pursuant to which the Registrant will acquire all of the the Company’s issued and outstanding shares of capital stock in exchange for the issuance of 400,000,000 shares of common stock of the Registrant. A copy of the Agreement is attached hereto as Exhibit 10.


The closing is subject to satisfaction or waiver of customary conditions, including a satisfactory due diligence review by both parties.


The Company’s business involves the development and ownership of luxury residential complexes in Lagos, Nigeria through its subsidiaries.


The shares of the Registrant will be issued pursuant to an exemption from registration provided by Regulation S, for issuances to non-U.S. Persons.


At the closing of the Agreement, the Company will become a wholly-owned subsidiary of the Registrant.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits. 




Share Exchange Agreement dated June 13, 2018, between the Registrant and the Company.






Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 


Williamsville Sears Management, Inc.


Dated: June 18, 2018


/s/ Kent A.D. Clark



Kent A.D. Clark