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Last Post: 10/21/2016 11:07:34 AM - Followers: 302 - Board type: Free - Posts Today: 0

 


American Scientific Resources



 

  Item 1.01. Entry into a Material Definitive Agreement.

 

On February 23, 2012, American Scientific Resources, Incorporated, a Nevada corporation (the "Company"), entered into an asset purchase agreement (the "Asset Purchase Agreement") with American Scientific Resources, Inc., a Delaware corporation (the "Purchaser"). Pursuant to the Asset Purchase Agreement, the Company sold certain receivables and certain intellectual property to the Purchaser for a purchase price consisting of (i) $50,000 cash advanced at closing and (ii) a royalty for up to five years from the date of closing equal to 5% of the Purchaser's net revenues less returns less direct costs and joint marketing money up to a maximum of $4,000,000. Royalty payments will be remitted on the 15th day of each month 75 days in arrears for each calendar month.

 

The transferred receivables and intellectual property were used to manufacture and market certain of the Company's healthcare and medical device products, including the Disintegrator home needle destruction device (the "Disintegrator") and the VeraTemp Non-Contact thermometers. The Company retained, among other things, its Kidz-Med product line, certain trademarks, the right to market and sell the remaining Disintegrator inventory in its possession, its Food and Drug Administration ("FDA") and ISO13485 compliant facility, FDA approvals necessary to operate as a medical device, repackaging or contract manufacturing business and its goodwill and corporate franchise.

 

The Purchaser also assumed an aggregate of $1,785,745 of principal and interest owed by the Company under certain of its outstanding convertible notes. The Asset Purchase Agreement provides that if within five years from the date of closing either (i) all of the issued and outstanding shares of common stock of the Purchaser are sold to a third party or (ii) all or substantially all of the assets of the Purchaser are sold to a third party, then the Purchaser shall pay the Company $4,000,000 less any amounts already paid by the Purchaser to the Company as a part of the purchase price described above. Also on February 23, 2012, the Company, the Purchaser and the holders of assumed debt entered into a consent agreement (the "Consent Agreement") pursuant to which the holders consented to the Purchaser's assumption of the debt and agreed to release the Company of all legal and financial responsibility, indebtedness and liability with respect to the notes.

 

Robert Faber, the Company's President and Chief Executive Officer and Chairman of the board of directors, and Jason Roth, the Company's Senior Vice President and Director of Business Development and a director, are officers and directors of the Purchaser. The transaction was approved by a majority of the disinterested members of the Company's board of directors pursuant to Section 78.140 of the Nevada Revised Statutes.

 

Item 1.03. Bankruptcy or Receivership.

 

On February 27, 2012, an involuntary Petition under Chapter 7 of the United States Bankruptcy Code was filed against the Company in the United States Bankruptcy Court for the Southern District of Florida. No order for relief has been entered by the Bankruptcy Court nor has a trustee in bankruptcy been appointed by the U.S. Trustee. The Company does not intend to seek dismissal of this Petition.

 

As a result of this Chapter 7 proceeding, the Company will no longer file periodic reports under the Securities Exchange Act of 1934 and thus (i) its Common Stock will no longer be traded on the Over the Counter Bulletin Board, and (ii) its shares will no longer be eligible for legend removal under Rule 144 for failure to continue to meet the current reporting requirement under Rule 144.


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Thomas W. Materna resigned from the board of directors (the "Board") of American Scientific Resources, Incorporated, a Nevada corporation (the "Company") on February 29, 2012. Robert T. Faber and Jason Roth resigned from the Board and as officers of the Company on March 15, 2012. Paul Cohen and Austin Kasinetz resigned from the Board on March 15, 2012. Howard Taylor remains as the sole director of the Company and shall function as its officer, by default, as all officers have resigned.

 

On March 2, 2012, the Board received a letter from Christopher Tirotta, dated March 2, 2012, in which Dr. Tirotta informed the Board that he was tendering his resignation as a member of the Board effective February 27, 2012. Dr. Tirotta's letter states that his decision to resign was due to his disagreement with the Company's entry into an asset purchase agreement with American Scientific Resources, Inc., a Delaware corporation, on February 23, 2012. A copy of Dr. Tirotta's letter is attached as Exhibit 17.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Dr. Tirotta a copy of the disclosures it is making in this Item 5.02 report no later than the day of filing this Form 8-K with the Securities and Exchange Commission. The Company has provided Dr. Tirotta with the opportunity to furnish it as promptly as possible with a letter addressed to the Company stating whether he agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree; and the Company shall file any letter received by it from the director with the Commission as an exhibit by an amendment to this Form 8-K within two business days after receipt by the Company.

 

 

x
SUMMONS TO DEBTOR IN INVOLUNTARY CASE
To the above named debtor:
A petition under title 11, United States Code was filed against you in this bankruptcy court on February 27, 2012, requesting an
order for relief under chapter 7 of the Bankruptcy Code (title 11 of the United States Code).
YOU ARE SUMMONED and required to file with the clerk of the bankruptcy court a motion or answer to the petition within 21
days after the service of this summons. A motion to convert by the debtor in an involuntary chapter 7 proceeding shall be
deemed a consent to entry of an order for relief under the chapter to which the case is being converted (Local Rule 1013-1(B)).
A copy of the petition is attached.
Address of the clerk:
Federal Building
299 E Broward Blvd, Room 112
Ft Lauderdale FL 33301











 

 
 
 
 
 
 
 

 

 

 

 

 

 

 


 


 

 

 
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 

 

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PostSubject
#55642   Every 6 or 9 years this runs. Now totffe 10/21/16 11:07:34 AM
#55641   Who bought at .0002? jhnvtjll 10/19/16 02:21:30 PM
#55640   Back to .0001 bid. jhnvtjll 06/16/16 02:39:04 PM
#55639   YOU ARE RIGHT. CAYO CAYO 01/18/16 10:09:03 PM
#55638   Time will tell. For now, nothing but jhnvtjll 01/18/16 09:39:21 PM
#55637   "MI NO SABE." But if rumors are correct CAYO 01/18/16 09:36:59 PM
#55636   What's the word? jhnvtjll 01/18/16 09:27:31 PM
#55635   MIGHT GET INTERESTING. JMO CAYO CAYO 01/18/16 09:24:23 PM
#55634   Me too. jhnvtjll 01/18/16 09:01:13 PM
#55633   I'M STILL HERE. CAYO CAYO 01/18/16 08:51:05 PM
#55632   ASFX 10-Year Chart jhnvtjll 01/13/16 06:42:36 AM
#55631   Back to .0001 bid yesterday. It went jhnvtjll 01/05/16 05:19:38 AM
#55630   im guessing its about that time that this imjtw2u 12/30/15 10:22:30 AM
#55629   There was no response file to Mark Bs Streett 11/04/15 03:29:05 PM
#55628   Street.. thx... below: brezlin 08/12/15 12:31:26 PM
#55627   Send your email to me... I can forward Streett 08/11/15 06:11:00 PM
#55626   Street... anyway of seeing who is on the brezlin 07/10/15 02:12:18 PM
#55625   Mr Barmat is contesting a claim... Someone submitted Streett 06/08/15 07:54:20 PM
#55624   Is it over and done with? CAYO CAYO 06/08/15 07:25:01 PM
#55623   LOL! brezlin 06/08/15 06:28:56 PM
#55622   Sounds like the old Christy... CW Streett 06/01/15 08:09:20 AM
#55621   I AM THE TRUTH AND THE LIGHT HERE! ib12u 05/31/15 08:54:08 PM
#55620   I agree and still could be $$ if brezlin 05/20/15 01:43:52 PM
#55619   i know what you mean about the insiders, imjtw2u 05/20/15 11:40:23 AM
#55618   i've been here when it was trading @ imjtw2u 05/20/15 11:03:34 AM
#55617   When the company starts being managed by someone luvgagolf 05/20/15 09:33:23 AM
#55616   Yeah I think the shell would be their brezlin 05/19/15 04:31:21 PM
#55615   Looks like someone has commission-free trades and tossed jhnvtjll 05/19/15 02:02:51 PM
#55614   Sorry about your loss. You win some, jhnvtjll 05/19/15 01:49:36 PM
#55613   sooooo, who knows what is going on???? please imjtw2u 05/19/15 10:16:06 AM
#55612   It was very much mismanaged. I think they luvgagolf 05/17/15 10:46:24 PM
#55611   Especially ASFX, it was just mismanaged in my eventhelosers 05/17/15 09:56:44 AM
#55610   shell has value too... brezlin 05/15/15 02:30:31 PM
#55609   This to is true eventhelosers 05/04/15 09:27:01 AM
#55608   OR TURN YOUR BACK ON CROOKED MANAGEMENT (PROMOTERS)! luvgagolf 05/03/15 06:26:04 AM
#55607   Well sounds like you are OK, I lost eventhelosers 04/30/15 05:15:52 PM
#55606   I never expected much, if any, from a jhnvtjll 04/30/15 04:59:08 PM
#55605   No prob, just wish I had something more eventhelosers 04/30/15 04:42:06 PM
#55604   Thanks for the info! jhnvtjll 04/30/15 03:29:52 PM
#55603   I spoke with an Attorney for the creditors, eventhelosers 04/30/15 01:57:25 PM
#55602   "All assets in this case have been fully jhnvtjll 04/29/15 10:48:19 PM
#55601   https://ecf.flsb.uscourts.gov/doc1/050134137307 From PACER court docket... New Streett 04/29/15 08:47:16 PM
#55600   Well, I guess I was wrong. CAYO CAYO 04/25/15 12:16:07 PM
#55599   Luvagolf I can't do private responses...go to the Streett 04/13/15 07:37:51 PM
#55598   Considering ASR changed their name to Brooklands inc, eventhelosers 03/24/15 02:39:35 PM
#55597   Wow, a Blast from the past! eventhelosers 03/24/15 02:24:18 PM
#55596   nice to see that in two years all makeamint2 03/24/15 09:33:09 AM
#55595   I agree, it looks like nothing has happened. CAYO 03/17/15 09:52:10 PM
#55594   Might be time to call Dominic at Brooklands eventhelosers 03/17/15 10:58:08 AM
#55593   Half way through March... Waiting.... CW Streett 03/17/15 09:00:04 AM
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