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

~~September 29~~June 2, ~~2016~~2017

Date of Report (Date of earliest event reported)

American Patriot ~~Brand~~Brands, Inc. af/k/a/ The Grilled Cheese Truck, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54070

27-3120288

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4570 Campus Drive, Suite 1, Newport Beach, CA

92660

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (~~800~~949) ~~272~~478-~~5449~~2571

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 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

On or around September 29, ~~2016~~2017, American Patriot Brands, Inc. f/k/a The Grilled Cheese ~~Trick~~Truck, Inc. (the “Company”) entered into a ~~settlement~~Membership ~~agreement~~Purchase ~~(the~~Agreement (“~~Settlement~~Purchase Agreement”) and an Addendum to Membership Purchase Agreement (“Addendum”) with ~~David~~Sun ~~Danhi~~Fire Farms, LLC, an Oregon limited liability company (“SF Farms”), all of its members (“Farm Members”), Sun Fire’s Finest, LLC, an Oregon limited liability company (“SF Finest”), and all of its members (“Finest Members”). Pursuant to the ~~Settlement~~Purchase Agreement, the ~~parties~~Company agreed to ~~release~~purchase all ~~claims~~of ~~against~~the ~~each~~membership ~~other,~~interests ~~subject~~in SF Farms and SF Finest. SF Finest intends to ~~satisfaction~~operate ofa ~~terms~~licensed ~~and~~cannabis ~~conditions~~grow offacility in Oregon on the ~~Settlement~~approximate ~~Agreement~~39 acre parcel held by SF Farms. The members of SF Farms and SF Finest are collectively referred to herein as, “SF Members.”

~~Pursuant~~The tradename to“Sunfire” ~~the~~is ~~Settlement~~not ~~Agreement,~~being purchased by the Company ~~agreed~~and tothe ~~transfer~~Company towill ~~Mr.~~be ~~Danhi~~required ~~all~~to ~~intellectual~~change ~~property owned by~~ the ~~Company~~names orof SF ~~its~~Farms ~~subsidiary,~~and ~~Grilled~~SF ~~Cheese, Inc~~Finest., ~~relating~~In toaddition, ~~“The~~the ~~Grilled~~Company ~~Cheese~~has ~~Truck”~~agreed ~~branding~~that ~~and~~it ~~related~~will ~~trademarks~~allow (the ~~“Brand”).~~SF InMembers ~~consideration,~~to ~~Mr.~~retain ~~Danhi~~a ~~has~~75% ~~agreed~~interest toin ~~return~~the proceeds ~~3,000,000~~from ofan ~~his~~environmental ~~4,345,000~~assessment ~~common~~appeal ~~shares~~by ofSF ~~the~~Farms, ~~Company~~should ~~upon~~the ~~satisfaction~~SF ofMembers pursue the ~~terms~~claim, ofwhich ~~the~~they ~~Settlement~~have ~~Agreements.~~been ~~These~~granted the ~~shares~~right ~~are~~ to bedo. ~~held~~The inCompany ~~escrow~~has ~~until~~also ~~their~~agreed ~~release.~~to ~~Mr.~~indemnify ~~Danhi~~the ~~may~~guarantors ~~sell~~of ~~his~~the ~~remaining~~Land ~~common~~Sale ~~shares~~Contract ~~subject~~for tothe ~~certain~~parcel ~~limitations~~held inby ~~the~~SF ~~Settlement~~Farms. The Purchase Agreement, ~~including~~also ~~the~~contains ~~Company’s~~representations ~~right~~and ofwarranties ~~first~~standard ~~refusal~~for tothis ~~purchase~~type ~~the~~of ~~shares from Danhi~~transaction.

The purchase price for the interests in SF Farms and Sf Finest (the “Interests”) is $700,000 plus 400,000 newly issued common shares of the Company. Of the purchase price, $700,000 and 250,000 of the purchase shares shall be allocated to the purchase of the ownership of SF Farms, and 150,000 of the purchase shares shall be allocated to the purchase of the ownership of SF Finest. In addition, the Company has agreed to ~~pay~~assume Mr$600,000 of principal debt pursuant to the Land Sale Contract for the parcel held by SF Farms; however, it will not be assuming any other debt. ~~Danhi~~From the purchase price, $100,000 inwill ~~consideration~~be payable upon execution of ~~Mr.~~the ~~Danhi’s~~Purchase ~~legal~~Agreement and ~~other~~the ~~expenses~~remaining ~~relating~~$600,000 will be payable at closing, which pursuant to ~~his~~the ~~dispute~~Addendum ~~with~~shall occur within five (5) days of the Company’s receipt of at least $600,000 from a funding group tied to the SF Members. ~~The~~Should the transaction not close because of a default by the Company ~~has~~or ~~also~~should ~~agreed~~the totransaction ~~use~~not close because of the condition described in Section 3.2(f) of the Purchase Agreement or any condition in Section 3.3, then the SF Members shall retain the $~~225~~100,000. ~~from~~Should ~~future~~the ~~offering~~transaction not ~~funds,~~close iffor any other reason, tothe ~~pay~~SF ~~certain~~Members ~~tax~~will ~~liabilities.~~be jointly and severally responsible for repaying the Company the $100,000 tendered at execution within 15 days from termination of the Purchase Agreement.

~~Item~~Pursuant to ~~8.01~~the ~~Other~~Agreement, ~~Items~~each of the SF Members has agreed that he/she/it shall not sell or transfer any of hers/his/its purchase shares for a period of six (6) months following the closing date and, thereafter, shall sell no more than the greater of $1,000 or 1% of the Company’s daily trading volume for the prior trading day on any given day and will sell no more than 1% of the Company’s issued and outstanding common stock in any calendar quarter for a period of eighteen (18) months.

~~As a result of the assignment of The Grilled Cheese Truck Brand to Mr~~Item 2.01. ~~Danhi,~~Completion ~~the Company’s primary focus is now on the cultivation, manufacture, and distribution~~ of ~~medicinal~~Acquisition ~~and recreational cannabis. It does not intend to operate food trucks~~ or ~~quick~~Disposition ~~service~~of ~~restaurants any further. The Company’s cannabis operations are currently located in Oregon but are intended to expand into other states where cannabis is legal despite being federally illegal.~~ Assets

As reported ~~was~~on ~~disclosed~~the inCompany’s aform ~~prior~~8-K ~~filing,~~filed on orMarch ~~around~~22, ~~September~~2017 9(“Current Report”), ~~2016~~on February 3, 2017, the Company’s board ~~acquired~~of ~~100%~~directors ofapproved the ~~ownership~~Company’s ~~interests~~entry ininto ~~Urban~~three ~~Pharms,~~material ~~LLC,~~definitive ~~DJ&S,~~agreements ~~LLC~~relating ~~and~~to ~~DJ&S~~its ~~Property~~acquisition #1of TSL Distribution, LLC (~~collectively,~~ “~~Urban Pharms~~TSL”). ~~for~~The ~~12,000,000~~material ~~newly~~terms ~~issued shares~~ of ~~the~~those ~~Company’s~~agreements ~~common~~are ~~stock.~~disclosed ~~Urban~~in ~~Pharms~~the isCurrent aReport, ~~medical and recreational cannabis business~~ which ~~collectively~~description is ~~owns:~~incorporated ~~indoor~~herein ~~and~~by ~~outdoor~~reference. ~~cannabis~~That ~~facilities,~~acquisition ~~greenhouses,~~was ~~cloning~~conditioned ~~facilities~~on, ~~manufacturing~~inter ~~facilities and equipment~~alia, ~~offices,~~the ~~and~~approval afrom ~~lease~~the tolocal ~~begin~~licensing ~~operating~~authorities of ~~a dispensary, all primarily conducted on Urban Pharms~~TSL’s ~~approximate~~cannabis ~~280 acre property in Oregon~~operations. ~~The~~This ~~Company~~approval ~~also~~was ~~owns~~obtained aon ~~subsidiary~~June ~~used~~2, to2017 ~~manage~~and itthe ~~cannabis~~acquisition ~~operations.~~was closed.

~~Since~~Item 4.02. ~~acquiring~~Non-Reliance ~~Urban~~on ~~Pharms,~~Previously ~~the~~Issued ~~Company~~Financial ~~has~~Statements ~~entered~~or ~~agreements to acquire~~ a ~~licensed~~Related ~~cannabis~~Audit ~~distributor~~Report ~~located in Oregon. The entry into an agreement with TSL Distribution, LLC (“TSL”) was disclosed on~~ or ~~around~~Completed ~~March~~Interim ~~21, 2017 on form 8K. The Company intends to continue its accretive cannabis business acquisitions.~~ Review

The Company isfiled ~~currently~~its ~~managed~~form by10-K ~~Robert~~for ~~Lee~~the asfiscal ~~its~~year ~~chairman~~ended ~~and~~December ~~CEO~~31, ~~and~~2015 ~~its~~on ~~board~~October of5, ~~directors~~2017. However, ~~comprised~~the form 10-K did not contain the report of ~~Robert~~our ~~Lee,~~Independent ~~Jim~~Registered ~~Anderson~~Public Accounting Firm nor did it include the necessary disclosures and ~~Brian~~qualifications required ~~Pallas~~for the inclusion of “Unaudited” financial statements in this filing. The Company ~~has~~will ~~engaged~~file ~~employees~~an ~~and~~amended ~~consultants~~form 10-K to ~~help~~include itthe ~~with~~necessary ~~its~~disclosures ~~day~~and another amended 10-~~to-day~~K ~~cannabis~~once ~~operations~~the audit report of our Independent Registered Public Accounting Firm is released. The Company’s financial statements in its form 10-K for fiscal year 2015 should not be relied upon.

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.

	AMERICAN PATRIOT BRANDS, INC. A/K/A THE GRILLED CHEESE TRUCK, INC.,
	AMERICAN PATRIOT BRANDS, INC. F/K/A THE GRILLED CHEESE TRUCK, INC.,
Date: March 21, 2017	By:	/s/ Robert Lee Robert Lee, Chairman
Date: October 10, 2017	By:	/s/ Robert Lee
		Robert Lee, Chairman

Filing Compare · American Patriot Brands, Inc.