PREMIER PRODUCTS GROUP, INC. (OTCMKTS:PMPG) Files An 8-K Regulation FD Disclosure
On or about November 3rd, 2020, Registrant informed Pacific Stock Transfer Company to not convert a Valley High Mining Company Noteholder’s note to Registrant’s common stock. On November 30th, 2020, it was brought to Registrant’s attention’s that certain Noteholder of its wholly-owned subsidiary (described in the next paragraph) had their Notes in the subsidiary converted into the common stock of the parent/Registrant. This occurred, without Registrant’s authorization: When Registrant’s transfer agent removed the restrictive legend on the Notes, the shares so issued improperly became “free trading.” Management feels that, given the amount of stock received in Registrant, such recipients of shares in Registrant (a, “reporting company” under the Securities Exchange Act of 1934 the Noteholder) immediately subjected the recipients to shareholder reports under Section 13(d) (the Scheduled 13-D) and perhaps Section 16 (Forms 3e, 4 and 5). Indeed, if the shares improperly issued were retained, besides law suits addressing the unlawful issuance in the first place, could ultimately deem such improperly issued shares be deemed an affiliate of Registrant. Note of the affected Noteholders issued Registrant shares improperly have filed any SEC disclosures re same.
In that context, Registrant has engaged counsel to address the improper issuance by Registrant’s transfer agent of shares to certain of Noteholders of a subsidiary in the circumstances here outlined. Specifically, certain Noteholders of PMPG’s subsidiary Valley High Mining Company (hereafter, Noteholders and “VHMC,”) respectively received free trading common shares on note conversions in Registrant’s common. While the conversions should have been in shares of the VHMC, Registrant’s transfer agent, Pacific Stock Transfer Company (the “TA”), misunderstood the conversion terms and issued shares in the parent company/Registrant, rather than in the subsidiary/VHMC. The number of Registrant’s shares unlawfully issued by the TA aggregate to date is60,124,028.
On November 3rd, 2020, Registrant emailed the TA to not convert the notes , due to the notes of VHMC are not the Registrants notes and liability, with a detailed explanation of Holding Company Reorganization Section 251(g) of Delaware General Corporation Law. Since learning of the improper issuance of these Registrant issues on November 30, 2020, management has engaged counsel to address. In turn, counsel has since written to the TA to stop issuing shares in Registrant and to address the consequences of the improper issuance of Registrant’s common. In fact, the TA responded in a February 23, 2021 email acknowledging, among other matters, that it (i) will not issue further Registrant shares to VHMC Noteholders and (ii) had issued 60,124,028 of Registrant’s shares to 9 VHMC Noteholders. (A copy of the associated TA correspondence (to and from) is attached as Exhibit 10.1). In addition, management has written a February 24th, 2021 demand letter to the VHMC Noteholders who received the shares in the wrong entity seeking return of Registrant’s common so issued. A copy of that letter to the individual Noteholders is attached to this Report as Exhibit 10.2.) Management and/or its counsel is in continuing discussions with the TA and the affected Noteholders.
Registrant with issue a follow-on Form 8-K as the remedial actions underway and contemplated (namely how to cancel the shares to 9 Noteholders not authorized by Registrant or under the terms of the applicable Notes) as information become available, presumably in the next 2 to 4 weeks.
It is Management’s belief the free trading shares affected Registrant’s stock over the last 45 to 60 days. Registrant has already demanded the return of the shares from these 9 Noteholders. Moreover, management is in the process of contacting the brokers who currently may have remaining improperly issued Registrant common shares to stop selling and contacting the VHMC Noteholders to return such improperly issued stock immediately. Management will also report more details of the Exploratory Counsel’s finding as information become available.
The shares improperly issued were technically dilutive in character (and therefore potentially dilutive in character, could require particulars as to Item 2.06, “Material Impairment”) and, even though not “sales” as defined, constituted the unregistered issuance of securities (Item 3.02). Registrant seeks to have cancelled those improperly issued shares and are working to so accomplish. If we are not successful in getting those shares returned by the affected Noteholder and/or successfully cancelling the Registrant shares at issue, we will file a Form 8-K as events may require, presumably in the next 2 to 4 weeks.
By way of background:
Accordingly, Registrant’s shares should not be issued in satisfaction of VHMC’s liability.
As things stand today, 60,124,028 common shares of Registrant were issued improperly by the TA to VHMC Shareholders. We are working to get those improperly issued common shares of Registrant return, cancelled or sales proceeds remitted to Registrant. If we are successful in this effort, the number of Registrant common will be the same before and after the improper issuance of Registrant’s common. If we are not successful in the return of shares, their cancellation or the return of any sales proceeds from the improperly issued shares will the subject of a Form 8-K so addressing, presumably occurring over the next 2 to 4weeks.
Premier Product Group, Inc. Exhibit
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About PREMIER PRODUCTS GROUP, INC. (OTCMKTS:PMPG)
Premier Products Group, Inc., formerly Valley High Mining Company, is a mining company. The Company focuses on potential acquisitions in the resource sector. The Company is in the process of completing due diligence investigation of various opportunities in the base metal and mineral sector. As of June 30, 2016, the Company had not generated any revenue from its operations.