Precious Investments, Inc. (OTCMKTS:PNIK) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 – ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Asset Purchase Agreement
On December 5, 2016, we entered into an Asset Purchase Agreement
(the Purchase Agreement) with Cornerstone United Capital, LLC
(Cornerstone). to the Purchase Agreement, we acquired from
Cornerstone colored diamonds with a wholesale value of
$105,000,000 (the Assets). We did not assume any of Cornerstones
liabilities in the transaction.
In consideration for the Assets, we issued to Cornerstone and its
nominees a total of 214,000,000 shares of our common stock. In
addition, Kashif Khan, our officer and director, agreed to
transfer his 16,000,000 shares of common stock as part of the
Purchase Agreement in exchange for 9,457,931 shares of our Series
B Preferred Stock.
Consulting Agreement
On December 6, 2016, we entered into a one year Consulting
Agreement with Karrah, Inc. and Kashif Khan for the team to act
as a non-exclusive advisor and sales agent in assisting us in the
marketing and sales of our colored diamond inventory on an
international basis and domestically.
In exchange for the consulting services, we agreed to allow the
consultant to retain up to the first $1,500,000 in revenues
generated, which shall be used exclusively to pay off that
certain promissory note we issued to Karrah, Inc. dated October
28, 2016 in the principal amount of $1,500,000. Following such
payment, we have agreed to a revenue share, with our company
allotted 95% and the consultant allotted 5% of all gross revenues
received solely from the efforts of the consultant in the sale of
our diamond inventory. Sales conducted by us will not be subject
to a revenue share.
The foregoing description of the Purchase Agreement and the
Consulting Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of
the Purchase Agreement and the Consulting Agreement, which are
filed with the Securities and Exchange Commission as Exhibits 2.1
and 10.1 to this Current Report on Form 8-K.
SECTION 2 – FINANCIAL INFORMATION
Item 2.01 – Completion of Acquisition or Disposition of
Assets
The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.02 – UNREGISTERED SALES OF EQUITY
SECURITIES
The information provided in Items 1.01 and 2.01 of this Current
Report on Form 8-K is incorporated herein by reference.
The above securities were issued to the exemption from
registration set forth in Section 4(a)(2) of the Securities Act
of 1933, as amended, and/or Rule 506 of Regulation D promulgated
thereunder. The Company believes that the investor had adequate
information about the Company as well as the opportunity to ask
questions and receive responses from management.
SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
The information provided in Items 1.01, 2.01 and 3.02 of this
Current Report on Form 8-K is incorporated herein by reference.
As a result of the issuance and transfer of 230,000,000 shares of
our common stock to Cornerstone and its nominees, we have
experienced a change of control of our company.
There are no arrangements known to the company, the operation of
which may, at a subsequent date, result in a change in control of
the registrant.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The information provided in Items 1.01, 2.01 and 5.01 of this
Current Report on Form 8-K is incorporated herein by reference.
On December 5, 2016, Kashif Khan resigned from all officer
positions and as a member of our Board of Directors. As a result,
we mutually agreed to terminate Mr. Khans employment agreement.
Mr. Khans departure with our company was not the result of any
disagreements with us regarding operations, policies, accounting
practices or otherwise. Mr. Khan will remain associated with our
company in connection with his consulting role, as explained
above.
Effective December 5th , 2016, we have appointed
Michelle Furnari as our Chief Executive Officer and member of our
board of directors, James A. Essex as our Chief Financial Officer
and member of our board of directors, and Linda Sterling as our
Secretary and member of our board of directors.
Michelle Furnari
From January 2009 to the present, Ms. Furnari has held the
position of Global Wealth Advisor with Pristine Capital, serving
as a liaison with a number of banking institutions. She has been
in the banking and financial industry for most of her career,
holding positions at Banque Baring Bros. Sturdza S.A., BSI Bank
S.A., Wycombe Financial Services, Banque Notz Stucki S.A. and
Citigroup Private Bank.
James A. Essex
Mr. Essex has been with the publicly traded company, CardioGenics
Holdings Inc., since 1999. He currently serves as CFO. He founded
Hunter Associates Inc. in 1990, a private financial consulting
firm. Previously, he was a co-owner, President and COO of Calais
Investigations, Inc., a private company (from 1993 to 1998), a
Vice President of Confederation Trust (1989) and a Vice President
of Chemical Bank of Canada (now Chase Manhattan Bank of Canada)
from 1977 through 1987.
Linda Sterling
Ms. Sterling has been managing CardioGenics legal affairs since
2003, where she currently serves as Director and Secretary. Linda
has been in the legal community in the capacity as a Law Clerk
with both Stikeman Elliott LLP and Davies Ward Phillips Vineberg
LLP since 1999. She developed expertise with both public and
private company legal compliance and has been responsible for
CardioGenics’ compliance and maintenance of corporate governance
since 2001. She is licensed as a Legal Executive (F.Inst.L.C.O.);
with the Institute of Law Clerks of Ontario, of which she is a
member. She has held the position of CEO and director of Sterling
Studios since 1989.
Aside from the foregoing, Michelle Furnari, James A. Essex and
Linda Sterling do not hold and have not held over the past five
years any other directorships in any company with a class of
securities registered to Section 12 of the Exchange Act or
subject to the requirements of Section 15(d) of the Exchange Act
or any company registered as an investment company under the
Investment Company Act of 1940.
There are no family relationships between Michelle Furnari, James
A. Essex and Linda Sterling and any of our directors or executive
officers.
SECTION 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 2.1 | Asset Purchase Agreement, dated December 5, 2016 |
| 10.1 | Consulting Agreement, dated December 6, 2016 |
About Precious Investments, Inc. (OTCMKTS:PNIK)
Precious Investments, Inc. is engaged in the business of purchasing and selling colored diamonds. The Company focuses on managing a portfolio of rare colored diamonds. The Company focuses on manufacturing and wholesaling of fine jewelry. The Company also focuses on wholesaling of fine pre-owned vintage watches and buying of jewelry, watches and diamonds. The Company was an exploration-stage company with the principle business being the acquisition and exploration of resource properties. As of April 30, 2016, the Company had not generated any revenue. Precious Investments, Inc. (OTCMKTS:PNIK) Recent Trading Information
Precious Investments, Inc. (OTCMKTS:PNIK) closed its last trading session 00.00 at 1.85 with 6,297 shares trading hands.