PureSpectrum, Inc. (OTCMKTS:PSRU) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 17 2017, Pure Spectrum Inc. a Delaware corporation (the
Company or PSRU), entered into a Share Exchange Agreement (the
Agreement) for the control block (preferred shares) with Mina Mar
Group Inc. (MMG)
ITEM 1.02TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT
Under a certain defaulted agreement dated Sept 2015 the existing
management namely Joel Natario (Natario) resigned as CEO of the
Company, subject to receiving approximately $30,000 as part of
his pay package or termination pay. The resignation was also
subject to the buyer Dallas Bolley et. al., completion of certain
undertakings such as making a payment of $100,000.00 towards the
purchase of the class A and B preferred shares.
The payment of $100,000.00 was never made.
The payment of $ 30,000.00 was never made.
No payments of any amount were ever made whatsoever.
Natario attempted to contact Dallas Boley and his group regarding
payment. The purchaser was evasive or non-responsive. To this
day, Dallas Boley will only reply via public social media forum
such as Twitter making any confidential and civil resolution
virtually impossible.
The purchasers made certain representation, upon which
representation Natario and PSRU management relied upon in good
faith such as:
| 1. | Appointing new management in 2015. |
| 2. |
Completing the purchase of the control block and bringing in a suitable merger |
| 3. |
Keeping all classes of shareholders advised by publicly announcing material events of the Company |
| 4. | To keep the Company current with OTC Markets |
None of the aforementioned events were ever conducted, nor
commenced.
As a precaution and in abundance of caution, Natario had the
contract stipulate that unless this sum of monies was paid within
90 days the contract would become null and void.
No payment or any consideration was ever made. The agreement
became a frustrated transaction and by default became null and
void.
Notwithstanding, the Dallas group ignored the 90 day default
provision and simply furnished the transfer agent with the signed
agreement and resignation letter of ex management Natario. This
induced the transfer agent to issue unknown common shares to the
purchaser. Internal investigation determined that Dallas Boley
received approximately 33,749,000 unregistered common shares,
which the Company is aware of, directly from the transfer agent.
The shares were issued under Rule 144.
The new interim management has placed the transfer agent on
notice, not to issue any further unregistered shares without the
new interim managements prior approval. Natario and the Company
has attempted to resolve this matter civilly to no avail. The
purchaser remained unresponsive from approximately September 2015
and remains silent on the issue save and except Twitter tweets.
Since September 2015 contract signing and up to including June
17, 2017, the Boley purchaser has never issued any press release
or any claim of their ownership nor advised the shareholders of
this material event change.
Boley and the defaulted purchaser group claim to control only
became known to the Company and its management Notario and
current new management after MMG issued a public release advising
the markets of this material change. Boley etal continues to
undermine Company efforts by contacting the Companys service
providers and posting various comments on social media type web
sites. Since September 4, 2015 to June 2017, Dallas Boley has
refused to answer any shareholders advise the markets in a filing
or a press release of PSRU business activities. Boley etal
remains non-responsive.
As a result of this default, Natario with no other alternative
and with its fiduciary duty to do what is best in the interest of
all common shareholders, rescinded the purchase of control block
shares with Boley etal. Boley never responded. On or about June
20, 2017, the Company retained a securities barrister to address
the baseless claims made by Boley etal. Boley etal was unable or
unwilling to furnish the Company and or the barrister with any
supporting underlaying documents, of their claim such as proof of
payment and other similar control block documents.
The contemplated transaction with Boley etal as a result of
non-payment has been terminated, and deemed a frustrated
transaction, null and void and at an end. The Company is now in
an exploratory stage visa vie seeking relief from the courts by a
way of litigation for the defaulted payment, and moreover for
Boley etal tortfeasor activities; and basic interference in Pure
Spectrums ability to carry trade and commerce without let or
hindrance.
ITEM 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
The information provided in Item 1.01 of this Current Report on
Form 8-K related to the aforementioned Share Purchase Agreement
is incorporated by reference into this Item 2.01.
As a result of the Share Purchase Agreement, MMG has become the
preferred shareholder and has complete controlling interest of
the Company. The new corporate majority preferred shareholder,
Mina Mar Group (MMG) acquired control on all cash basis. The
purchase price as paid in cash (wire transfer) from MMG to
Natario for the control block. There is no dispute between
Natario that these funds were received.
All legally and duly appointed directors and management resigned.
(Natario).
New interim address of Company is 224 Datura StreetSuite #
1015West Palm Beach, FLUSA 33401.
Interim management Zoran Cvetojevic and Hugo Rubio were
appointed.
MMG continues to be the Company only controlling entity
(preferred shareholder).
ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
All of the share issuances to Bolan and others ballooned or
inflated the Delaware State tax bill significantly to
Approximately $200,000 per year to obtain a franchise license
renewal fee.
The Delaware State fee continues to accrue with penalties and
interest.
Management is seeking to have the Delaware company restructure
under Delaware Rule 251 and amalgamate into a Wyoming entity with
Wyoming company being the only surviving entity. The new Wyoming
company has already been formed and awaits redomicile /
restructure from Delaware. The surviving entity was
reincorporated in Wyoming on June 19, 2017.
This will eliminate the $200,000 obligation and bring much needed
relief to the company.
ITEM 3.01NOTICE OF DELISTING OR FAILURE TO SATISFY A
CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
Transfer agent has been placed on notice of pending litigation by
interim management and advised not to release any further
unregistered shares in the marketplace.
Interim management is unable to obtain an accurate share
structure from the transfer agent.
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
The previous management (Natario) advises that the share
structure is as follows:
Authorized shares 5 Billion Shares
Outstanding shares approx. 3,3 Billion shares
Float approx. 900 million shares
ITEM 5.01CHANGES IN CONTROL OF REGISTRANT
Interim management Zoran Cvetojevic and Hugo Rubio were
appointed.
MMG preferred shareholder and the Company only controlling
entity.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Departure: Joel Natario
Appointment: Zoran Cvetojevic Interim CEO Hugo Rubio Interim
Treasury / Secretary
ITEM 5.03AMENDMENTS TO ARTICLES OF INCORPORATION OR
BYLAWS; CHANGE IN FISCAL YEAR
| 1. |
Resolution directing the transfer agent not to issue any further shares until new permanent management arrives and or merger completed. |
| 2. | Resolution to seek out new Transfer Agent service provider. |
| 3. |
Resolution to file timely reports and material events with OTC Markets or this SEC venue under the rules afforded to the Company. |
| 4. |
Resolution to update OTC Markets profile section with the information contained herein as soon as this filing is in the public domain. |
| 5. |
Resolution to restructure the Company from Delaware to Wyoming under Delaware corporate restructuring laws. |
| 6. |
Resolution to seek out a merger candidate with meaningful business operations and a subsidiary with significant substance. |
| 7. |
Resolution not to dilute any further common shares during the interim management tenure and or until a new suitable merger candidate is located and merged in with the Company. |
| 8. |
Resolution to commence litigation against the defaulted 2015 purchaser including tort. |
ITEM 5.08SHAREHOLDER DIRECTOR NOMINATIONS
Appointment: Zoran Cvetojevic Interim CEO Hugo Rubio Interim
Treasury / Secretary
ITEM 8.01OTHER EVENTS
|
Interim turnaround management has developed this web site to keep in contact with the shareholder base and to keep shareholders advised of day to day activities www.psruturnaround.com please visit this link for further updates. |
| Our twitter account name is @psrustock |
|
The interim management is in discussions with several cannabis type companies (growers) and retail distributors (non related) of marihuana based products. The management utilizes social media such as www.psruturnaround.com and Twitter @psrustock to keep in touch with the shareholders and the Company followers. |
About PureSpectrum, Inc. (OTCMKTS:PSRU)
PureSpectrum, Inc. is engaged in the development, marketing, licensing, and contract manufacturing of lighting technology for use in residential, commercial, and industrial applications worldwide. The Company is developing and identifying from other sources electrical circuit topology and related technologies to create a family of electronic ballasts for use in compact fluorescent lamps (CFLs) and with linear fluorescent lamps (LFLs). It is also developing related dimming devices (dimmers) for use with the CFLs and LFLs. The Company also entered into an agreement with LaMar Lighting Company, Inc., an LFL manufacturer, for the assembly of lighting fixtures containing its LFLs.
