Each one in plain English, with the numbers worked through for a shareholder.
27 Dec 2013listing compliance notice▼ BadMajor
Deregistered its common stock under Section 12(g), citing about 40 holders of record - going dark just four months after the BioSafety reverse-merger pivot and without ever naming a replacement auditor, suggesting the new venture stalled almost immediately.
Dismissed Goldman Accounting Services CPA, PLLC as auditor on December 5, 2013, having delivered no reports since its July 2 engagement, and engaged Li and Company, PC in its place. The same day, director Wilson Garduque resigned from the board.
Amended the BioSafety Technology License Agreement so BioSafety would get 6% of any future proceeds if the company ever sold the underlying patent outright - and explicitly disclosed that CEO Edward Denkiewicz is BioSafety's sole officer, director and owner, meaning the license itself is a related-party transaction.
Raised $250,000 via a 10%-interest convertible promissory note sold to a foreign institutional investor on August 29, 2013, convertible into shares at the lower of $0.25 or a 25% discount to the five-day average trading price - the first outside capital raised since the BioSafety pivot.
Filed the Regulation D exemption notice covering the 170,000,000 shares (stated value $230,000) issued to BioSafety Systems Sp. z o.o. for the technology license - not a new cash raise, just the required notice for the equity-for-IP transaction.
23 Aug 2013asset acquisition disposition▲ GoodMajor
Completed a reverse-merger-style pivot: entered a Technology License Agreement with BioSafety Systems Sp. z o.o. (Poland) to sublicense US patent 7,300,624 (air-purification/biosafety technology) and related know-how, paying with 170,000,000 new shares (stated value $230,000, 53.97% of the post-transaction share count after a related share cancellation) plus a 6% royalty on net revenues - officially ending the company's shell-company status as of August 19, 2013.
BioSafety Systems Sp. z o.o. became a Press Ventures, Inc. 10%+ owner, reporting direct ownership of 170,000,000 shares received under the August 2013 Technology License Agreement (initial ownership filing).
Disclosed that BioSafety Systems Sp. z o.o. - wholly owned by the company's own new CEO, Edward Denkiewicz - received 170,000,000 shares (held indirectly through Denkiewicz) in exchange for sublicensing air-purification/biosafety patent rights to Press Ventures.
Edward Denkiewicz became Press Ventures' President, CEO, CFO, Secretary and Treasurer on August 13, 2013 under a $2,000/month consulting agreement plus a $5,000 signing bonus, with no shares beneficially owned yet at the time of this filing - the reverse-merger takeover about to unfold.
19 Aug 2013director officer appointment● NeutralMajor
Wilson A. Garduque resigned as President/CEO/Secretary/Treasurer and Edward Denkiewicz took over all four roles under a new Management Consulting Agreement ($2,000/month plus a $5,000 signing bonus), six days before the BioSafety technology-license deal that would make Denkiewicz's own company the controlling shareholder.
Reported a $4,525 net loss for the quarter ended April 30, 2013 (six-month loss $7,025, cumulative since-inception loss $76,765); shares outstanding restated to 415,000,000 to reflect the May 2013 50-for-1 forward split.
LBB & Associates Ltd., LLP resigned as auditor (no adverse opinion beyond the standing going-concern qualification) and was immediately replaced by Goldman Accounting Services CPA, PLLC.
Amended its Articles of Incorporation to increase authorized shares fifty-fold to 5,000,000,000 and immediately executed a 50-for-1 forward stock split, taking shares outstanding from 8,300,000 to 415,000,000 - a capital-structure overhaul typically done to prepare a shell for a reverse-merger share issuance.
Lynda Cambly resigned as President/CEO/Secretary/Treasurer and sole director after roughly ten months in charge; Wilson A. Garduque was appointed to all four roles the same day (April 17, 2013), with no compensation arrangement disclosed - the shell's second change of leadership in under a year.
Second annual report as an exploration-stage shell (fiscal year ended October 31, 2012): accumulated deficit widened to $69,740 since incorporation, still holding just the single staked Omineca claim with no known mineralization and still under a going-concern qualification.
President/CEO/Secretary-Treasurer Caroline Johnston sold her entire 5,500,000-share founder stake (66.27% of the company) to Lynda Cambly for a nominal $10 aggregate price plus other unspecified consideration, resigning all her officer and director roles in the same transaction - the company's first change of control.
1 Aug 2012director officer appointment● NeutralMajor
Confirmed the same change of control: Lynda Cambly's purchase of Caroline Johnston's 5,500,000-share (66.27%) stake closed June 18, 2012, with Johnston resigning as director/President/CEO/Secretary-Treasurer and Cambly taking over all four roles.
Filed the mandatory 10-day advance notice disclosing that Lynda Cambly had bought founder Caroline Johnston's entire 66.27% stake (5,500,000 shares) on June 18, 2012 under a Stock Purchase Agreement and would take over the board - a full change of control of the still-dormant shell.