Page 4 of 6 – SEC Filing
The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the
Schedule 13D as specifically set forth herein.
Explanatory
Note
On September 19, 2017
(“Closing Date”), the Issuer entered into an Agreement and Plan of Share Exchange dated as of such date (the “Exchange
Agreement”) with MG Cleaners LLC, a Texas limited liability company (“MG”), and all of the members of MG (the
“MG Members”). On the Closing Date, pursuant to the Exchange Agreement, the Issuer acquired one hundred percent (100%)
of the issued and outstanding membership interests of MG (“MG Membership Interests”) from the MG Members pursuant to
which MG became a wholly owned subsidiary of the Issuer (“Acquisition”). In accordance with the terms of the Exchange
Agreement, and in connection with the completion of the Acquisition, on the Closing Date the Issuer issued 4,578,276 shares of
Common Stock of the Issuer, and agreed to pay $300,000 in cash ($250,000 at closing) to the MG Members in exchange for all of the
issued and outstanding MG Membership Interests. Additionally, on the Closing Date the Issuer issued 350,000 restricted shares of
Common Stock of the Issuer to certain officers and directors of the Issuer that resigned in connection with the Acquisition. As
a result of such issuances of shares of Common Stock, the Reporting Persons’ beneficial ownership of shares decreased to
approximately 11.7% of the outstanding shares as discussed in Item 5 below.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are
hereby amended and restated to read as follows:
(a) The
aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 6,672,845 shares outstanding
as of September 19, 2017, which is the total number of shares outstanding as reported in the Issuer’s Form 8-K filed with
the Securities and Exchange Commission on September 19, 2017.
As of the close of
business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 782,498 shares
of Common Stock, constituting approximately 11.7% of the shares outstanding, held by Raging Master by virtue of their relationships
with Raging Master discussed in further detail in Item 2. Mr. Martin also directly owns 1,386 shares of Common Stock which, together
with the 782,498 shares of Common Stock held by Raging Master he may be deemed to beneficially own, constitutes approximately 11.7%
of the shares outstanding.
Each of the Reporting
Persons, as a member of a “group” with the other Reporting Person for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the shares of Common Stock
owned by the other Reporting Person. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons
are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any shares of Common Stock he or it does not directly
own. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares of Common Stock reported herein that
he or it does not directly own. Without limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership
of the securities of the Issuer held by it by virtue of its inability to vote or dispose of such securities as a result of the
IMA.
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