Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____)*
TYG Solutions Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
873147102
(CUSIP Number)
James R. Arabia
3805 Old Easton Rd.
Doylestown, Pennsylvania 18902
760-607-826
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 25, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
CUSIP No. 873147102 |
| 13D |
|
|
|
|
|
|
|
|
|
| ||||
1. |
| NAMES OF REPORTING PERSONS
Cross & Company
| ||||
2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
| ||||
3. |
| SEC USE ONLY
| ||||
4. |
| SOURCE OF FUNDS (see instructions)
PF
| ||||
5. |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
| ||||
6. |
| CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada | ||||
|
|
| ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
| SOLE VOTING POWER
2,030,000 | |||
8. |
| SHARED VOTING POWER
0 | ||||
9. |
| SOLE DISPOSITIVE POWER
2,030,000 | ||||
10. |
| SHARED DISPOSITIVE POWER
0 | ||||
|
|
|
| |||
11. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,000
| ||||
12. |
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
| ||||
13. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (1)
| ||||
14. |
| TYPE OF REPORTING PERSON (see instructions)
CO
| ||||
|
|
|
|
|
CUSIP No. 873147102 |
| 13D |
|
|
|
|
|
|
|
|
|
| ||||
1. |
| NAMES OF REPORTING PERSONS
James R. Arabia
| ||||
2. |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ]
| ||||
3. |
| SEC USE ONLY
| ||||
4. |
| SOURCE OF FUNDS (see instructions)
OO
| ||||
5. |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
| ||||
6. |
| CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||||
|
|
| ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
| SOLE VOTING POWER
2,030,000 | |||
8. |
| SHARED VOTING POWER
0 | ||||
9. |
| SOLE DISPOSITIVE POWER
2,030,000 | ||||
10. |
| SHARED DISPOSITIVE POWER
0 | ||||
|
|
|
| |||
11. |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,030,000
| ||||
12. |
| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
| ||||
13. |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (1)
| ||||
14. |
| TYPE OF REPORTING PERSON (see instructions)
IN
| ||||
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (“Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of TYG Solutions Corp., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3805 Old Easton Road, Doylestown, Pennsylvania 18902.
ITEM 2. IDENTITY AND BACKGROUND
(a)This statement is filed by Cross & Company and James R. Arabia (collectively, the “Reporting Persons”).
(b)The Reporting Persons’ address is: 3805 Old Easton Rd., Doylestown, Pennsylvania 18902.
(c)The Reporting Persons are not an officer or director of Issuer.
(d)The Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e)The Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)Cross & Company is a Nevada corporation. Mr. James R. Arabia is a citizen of the United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On July 24, 2018, the Reporting Persons acquired 2,030,000 shares of Common Stock from the Issuer pursuant to a stock purchase agreement (the “Stock Purchase Agreement”) in exchange for $203,000. As of July 24, 2018, the Reporting Persons held 21.3% of the class of common stock of the Issuer thereby triggering the requirement to file this Schedule 13D.
On July 25, 2018, the Issuer entered into a Share Exchange Agreement (the “Share Exchange”) with Kannalife Sciences, Inc., a Delaware corporation (“Kannalife”) and certain stockholders of Kannalife (the “Kannalife Stockholders”), whereby the Issuer issued 60,324,141 newly issued shares of the common stock of the Issuer. As a result of the Share Exchange, the Reporting Persons ceased to be a beneficial owner of more than 5% of the class of common stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of this Schedule 13D is to report the acquisition of 2,030,000 shares of Common Stock by the Reporting Persons on July 24, 2018.
The Common Stock held by the Reporting Persons was acquired for investment purposes in the ordinary course of the Reporting Persons’ business or investment activities, as the case may be.
The Reporting Persons may acquire additional Common Stock, dispose of all or some of the Common Stock from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Common Stock, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors.
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no present plan or proposal which relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)The aggregate number of shares of Common Stock to which this Schedule 13D relates is 2,030,000 shares held by the Reporting Persons. The Common Stock represents approximately 2.9% of the common stock outstanding of Issuer as of July 25, 2018.
(b) Represents shares directly owned by Cross & Company. Mr. Arabia is deemed to have sole investment and dispositive power over the shares by virtue of his sole investment and dispositive control over Cross & Company.
(c)See Item 3, above.
(d)Not Applicable.
(e)As of July 25, 2018, the Reporting Person ceased to be the beneficial owner of more than five percent of the class of Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement.
Exhibit 2Stock Purchase Agreement, dated July 24, 2018.
.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
August 7, 2018
Date
CROSS & COMPANY
By:/s/ James R. Arabia
James R. Arabia, President
By:/s/ James R. Arabia
James R. Arabia
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned, being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule jointly on behalf of each of such parties.
Date: August 7, 2018
CROSS & COMPANY
By:/s/ James R. Arabia
James R. Arabia, President
By:/s/ James R. Arabia
James R. Arabia
Exhibit 2
