PACIFIC QUEST VENTURES CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01 Entry into a Material Definitive Agreement.
William Tay, the sole shareholder of Pacific Quest Ventures Corp. (the
"Registrant") entered into a Share Purchase Agreement, dated as of August 26,
2013 (the "Agreement"), with SurPure LLC, a Wyoming limited liability company
(SurPure). Pursuant to the Agreement, William Tay transferred to SurPure
31,390,000 shares of our Common Stock which represents 100% of our issued and
outstanding shares in consideration of $35,990 in cash. The Agreement is subject
to a number of conditions to closing.
The description of the material terms of the aforementioned Agreement included
in Items 5.01 and 5.02 of this Form 8-K is incorporated by reference into this
Item 5.01 Change in Control of Registrant.
On August 30, 2013, William Tay, the sole shareholder of the Registrant,
consummated a sale of 31,390,000 shares of our common stock to SurPure for an
aggregate purchase price of $35,990 in cash. Following the closing of the share
purchase transaction, SurPure owns a 100% interest in the issued and outstanding
shares of our Common Stock.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference and to Item 5.02 of this Form 8-K, which is
incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Director
On August 28, 2013, immediately prior to the closing of the Share Purchase
Agreement transaction, Mr. Tay, acting as the sole shareholder of the
Registrant, elected and appointed Lawrence DeBry to the Board of Directors of
the Registrant. Biographical information relating to Mr. DeBry is below.
Resignation of Director
Immediately following the closing of the Share Purchase Agreement transaction,
Mr. Tay tendered his resignation as the Registrant's President, Chief Executive
Officer, Treasurer, Secretary and Director. Mr. DeBry, acting as the sole
remaining member of the Registrant's Board of Directors, accepted Mr. Tay's
resignation. The resignations were in connection with the consummation of the
Share Purchase Agreement with SurPure and were not the result of any
disagreement with Registrant on any matter relating to Registrant's operations,
policies or practices.
Appointment of Officers
Following Mr. Tay's resignations, Mr. DeBry appointed himself as President,
Chief Executive Officer, Secretary, Treasurer and Chairman of the Board of
Directors of the Registrant.
Biographical Information for Lawrence DeBry.
Mr. DeBry joined the mining industry in 1994, introducing asset management and
reliability concepts to the mining industry. Prior to becoming CEO of SurPure,
Mr. DeBry was a senior executive and officer at Rio Tinto, BHP Billiton Western
Australian Iron Ore, and AngloGold Ashanti mining companies. These minerals
companies are among the largest international minerals companies in the world
representing multi-billions of dollars in market cap. He is recognized for
innovation in the maintenance and reliability fields and as an industry leader
and received both his MBA and his B.S degree in Mechanical Engineering from the
University of Utah. Mr. DeBry is considered an expert in Ultra-Clean Diesel Fuel
technology and is often sought for consulting and speaking engagements
As of the date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which any of our officers or directors
are a party in connection with their appointments at Pacific Quest Ventures
Item 9.01 Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
(c) Exhibits. Exhibit Number Description
10.1 Share Purchase Agreement between William Tay and SurPure, Inc., dated
August 26, 2013*
17.1 Resignation Letter of William Tay, dated as of August 28, 2013*
* Filed herewith
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