History
A Nevada mineral claim shell raised $28,000, changed hands twice, pivoted to a related-party air-purification licence in 2013, then deregistered four months later.
2012: A small IPO and a shell
Press Ventures was incorporated in Nevada on October 5, 2010 by founder Caroline Johnston. Its original business was exploration of a single staked mineral claim of 462.22 hectares in the Omineca Mining Division, British Columbia, where no mineralisation was known. Its share offer was declared effective on October 31, 2011. On January 10, 2012 it closed the offer, selling all 2,800,000 shares at $0.01 each to raise $28,000. That took shares on issue to 8,300,000, held by 29 shareholders, with Johnston keeping 66.27% (5,500,000 shares).
The company stayed dormant. Its accumulated deficit was $42,833 at October 31, 2011 and $69,740 a year later. On June 18, 2012, Lynda Cambly bought Johnston's entire stake for a nominal $10 plus other unspecified consideration. Johnston resigned every role and Cambly took over as sole director and all officer positions. This was disclosed in filings in August 2012.
2013: New hands and a bigger share structure
The record is quiet for the rest of 2012 and early 2013. In April 2013, Cambly resigned after about ten months, and Wilson A. Garduque took all four roles the same day. On May 3, 2013 the company raised its authorised shares from 100,000,000 to 5,000,000,000 and carried out a 50-for-1 forward split. Shares on issue rose from 8,300,000 to 415,000,000. Filings describe this as typical preparation for issuing shares in a deal.
August-September 2013: The BioSafety pivot
On August 13, 2013, Edward Denkiewicz, of Warsaw, replaced Garduque as chief executive under a consulting agreement paying $2,000 a month plus a $5,000 signing bonus. On August 19 the company signed a Technology License Agreement with BioSafety Systems Sp. z o.o. of Poland. It sublicensed US Patent 7,300,624, covering air-purification technology, plus know-how. In return it issued 170,000,000 new shares, stated at $230,000, and agreed a 6% royalty on net revenues. The company ceased to be a shell that day.
Cambly's separate 270,000,000-share holding was also disposed of. The result was 315,000,000 shares on issue, of which BioSafety held 53.97%. A September 17 amendment gave BioSafety 6% of the proceeds if the patent were ever sold, and disclosed that Denkiewicz was BioSafety's sole officer, director and owner, so the licence was a related-party deal. On August 29 the company sold a $250,000 10% convertible note to a foreign institutional investor, its only outside cash raised after the pivot.
December 2013: Going dark
On December 5, 2013 the company terminated its auditor, Goldman Accounting Services, which had delivered no audit report in its five-month engagement, and engaged Li and Company, PC in its place. Garduque resigned from the board the same day, leaving Denkiewicz as sole officer and director. On December 27, 2013 the company deregistered its shares under Form 15-12G, citing about 40 holders of record. The record shows no revenue from the licensed technology and no later periodic reports.
Written from the 12 story beats below (2012 to 27 Dec 2013), which come from the company's own announcements and filings.