Section 13 OR 15(d) of The Securities Exchange Act of 1934
04-25-2025UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549 8-K FORM 8-K CURRENT REPORT OMB Number: 3235-0060 Expires:
November 30, 2027 Estimated average burden hours per response 8.41
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
04-25-2025 Date of Report (Date of earliest event reported) Turnkey
Capital Inc (Exact name of registrant as specified in its charter)
Nevada 00001567503 33-1225521 (State or other jurisdiction of
incorporation) (Commission File Number) (IRS Employer Identification
No.) 29970 Technology Dr., Suite 219, Murrieta, CA 92563 (Address of
principal executive offices) (Zip Code) Registrant's telephone number,
including area code 888-272-5505 2929 E. Commercial Blvd., Penthouse D.,
Ft. Lauderdale, FL 33308 (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 (see General
Instruction A.2. below): [ ] 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))
SEC 873 (07-24) Potential persons who are to respond to the collection
of information contained in this Form are not required to respond unless
the Form displays a currently valid OMB control number. Board of
Governors of the Federal Reserve System OMB Number 7100-0091 Approval
expires February 28, 2026 Securities registered pursuant to Section
12(b) of the Act: Title of each class Trading Symbol(s) Name of each
exchange on which registered Common Preferred Series B TKCI TKCI
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(240.12b-2 of this chapter). [ ] Emerging growth company Item 1.01 Entry
into a Material Definitive Agreement. July 31, 2023, Turnkey Capital Inc
entered into an Asset Purchase Agreement with Aedan Looking Glass Inc
(ALG), a Wyoming Corporation. Turnkey Capital Inc acquired 100% of the
Adaptive Intelligence technology assets of ALG Intelligence at the
initial closing of the transaction. The Intellectual Property was valued
at $1,482,000 thru a 409a valuation from Aedan Looking Glass Inc. This
acquisition supports the Company's status as a non-shell company, as
confirmed by a legal opinion filed as Exhibit 99.1. Item 5.01 Changes in
Control of Registrant. On July 31, 2023, a change in control of Turnkey
Capital Inc (the Company) occurred. Pursuant to the Asset Purchase
Agreement, the Company issued 18,525,000 common shares and a share of
Series B preferred stock giving ALG voting control to New Management
(the New Management). As a result, the New Management now holds 100% of
the voting power of the Company's outstanding securities and has assumed
control of the Company. See Exhibit 10.1 Asset Purchase Agreement Prior
to the change in control, Neil Swartz, Timothy Hart and Richard Paull
held positions of Officers/Directors. As a result of the issuance of new
shares to the New Management and the resignation of the Former Officers
and Directors from their positions (as described in Item 5.02 below),
the Former Officers and Directors no longer hold any control position in
the Company. The Former Officers and Directors continue to hold a
non-material amount of the Company's common stock as passive
shareholders, representing less than 5% of the voting power, which does
not confer control or significant influence over the Company's
operations or governance. Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers. Neil
Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as
the date of the Asset Purchase Agreement and Change-in-Control. New
Officers/Directors were appointed with Board Approval: Dawnte Bailey,
CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor
Relations; Andreas Zill, Director; Kurt Huwig, CTO. Item 9.01 Financial
Statements and Exhibits. (a) Financial statements of businesses
acquired. Not applicable. (b) Pro forma financial information. Not
applicable. (c) Shell company transactions. Not applicable. (d) Exhibits
Exhibit No. Description 10.1 Intellectual Property Purchase Agreement,
dated July 31, 2023 99.1 Legal Opinion of Anthony, Linder & Cacomanolis,
Jessica Haggard, ESQ, dated May 2, 2024, regarding the Company's status
as a non-shell company. 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. Turnkey Capital Inc (Registrant) Date 04-25-2025 /s/ Dawnte
Bailey Dawnte Bailey, Chief Executive Officerate of Report (Date of
earliest event reported) Turnkey Capital Inc
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Section 13 OR 15(d) of The Securities Exchange Act of 1934
04-25-2025UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549 8-K FORM 8-K CURRENT REPORT OMB Number: 3235-0060 Expires:
November 30, 2027 Estimated average burden hours per response 8.41
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
04-25-2025 Date of Report (Date of earliest event reported) Turnkey
Capital Inc (Exact name of registrant as specified in its charter)
Nevada 00001567503 33-1225521 (State or other jurisdiction of
incorporation) (Commission File Number) (IRS Employer Identification
No.) 29970 Technology Dr., Suite 219, Murrieta, CA 92563 (Address of
principal executive offices) (Zip Code) Registrant's telephone number,
including area code 888-272-5505 2929 E. Commercial Blvd., Penthouse D.,
Ft. Lauderdale, FL 33308 (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 (see General
Instruction A.2. below): [ ] 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))
SEC 873 (07-24) Potential persons who are to respond to the collection
of information contained in this Form are not required to respond unless
the Form displays a currently valid OMB control number. Board of
Governors of the Federal Reserve System OMB Number 7100-0091 Approval
expires February 28, 2026 Securities registered pursuant to Section
12(b) of the Act: Title of each class Trading Symbol(s) Name of each
exchange on which registered Common Preferred Series B TKCI TKCI
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(240.12b-2 of this chapter). [ ] Emerging growth company Item 1.01 Entry
into a Material Definitive Agreement. July 31, 2023, Turnkey Capital Inc
entered into an Asset Purchase Agreement with Aedan Looking Glass Inc
(ALG), a Wyoming Corporation. Turnkey Capital Inc acquired 100% of the
Adaptive Intelligence technology assets of ALG Intelligence at the
initial closing of the transaction. The Intellectual Property was valued
at $1,482,000 thru a 409a valuation from Aedan Looking Glass Inc. This
acquisition supports the Company's status as a non-shell company, as
confirmed by a legal opinion filed as Exhibit 99.1. Item 5.01 Changes in
Control of Registrant. On July 31, 2023, a change in control of Turnkey
Capital Inc (the Company) occurred. Pursuant to the Asset Purchase
Agreement, the Company issued 18,525,000 common shares and a share of
Series B preferred stock giving ALG voting control to New Management
(the New Management). As a result, the New Management now holds 100% of
the voting power of the Company's outstanding securities and has assumed
control of the Company. See Exhibit 10.1 Asset Purchase Agreement Prior
to the change in control, Neil Swartz, Timothy Hart and Richard Paull
held positions of Officers/Directors. As a result of the issuance of new
shares to the New Management and the resignation of the Former Officers
and Directors from their positions (as described in Item 5.02 below),
the Former Officers and Directors no longer hold any control position in
the Company. The Former Officers and Directors continue to hold a
non-material amount of the Company's common stock as passive
shareholders, representing less than 5% of the voting power, which does
not confer control or significant influence over the Company's
operations or governance. Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers. Neil
Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as
the date of the Asset Purchase Agreement and Change-in-Control. New
Officers/Directors were appointed with Board Approval: Dawnte Bailey,
CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor
Relations; Andreas Zill, Director; Kurt Huwig, CTO. Item 9.01 Financial
Statements and Exhibits. (a) Financial statements of businesses
acquired. Not applicable. (b) Pro forma financial information. Not
applicable. (c) Shell company transactions. Not applicable. (d) Exhibits
Exhibit No. Description 10.1 Intellectual Property Purchase Agreement,
dated July 31, 2023 99.1 Legal Opinion of Anthony, Linder & Cacomanolis,
Jessica Haggard, ESQ, dated May 2, 2024, regarding the Company's status
as a non-shell company. 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. Turnkey Capital Inc (Registrant) Date 04-25-2025 /s/ Dawnte
Bailey Dawnte Bailey, Chief Executive Officerate of Report (Date of
earliest event reported) Turnkey Capital Inc