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Santo Mining Corp. (SANP)

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Last Post: 4/18/2015 4:36:50 AM - Followers: 100 - Board type: Free - Posts Today: 0



New 8K



Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 2, 2015



(Exact name of registrant as specified in its charter)







(State or other jurisdiction of incorporation)



(Commission File Number)



(IRS Employer Identification No.)



Ave. Sarasota #20, Torre Empresarial, Suite 1103

Santo Domingo, Dominican Republic

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: 809-535-9443



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[  ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[  ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)


[  ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)


[  ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)




Item 1.01.  Entry into a Material Definitive Agreement


The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.





Item 2.01 Completion of Acquisition or Disposition of Assets.


On April 2, 2015, Santo Mining Corp. (the “Company”) entered into certain “Plan of Exchange” Agreement (the “Agreement’) with Cathay Cigars of Asia Corporation, a Florida corporation (“Cathay”). Pursuant to the terms of the Agreement, the Company agreed to acquire 100% of the capital stock of Cathay in exchange for the issuance of 300,000 shares of Series A Preferred Stock of the Company “Transaction”), effectively giving Cathay majority voting power in the Company (the “Transaction”).  The Transaction is conditioned upon, among others, 1) Company’s issuance of 300,000 shares of Series A Preferred Stock within 30 days of the execution date of the Agreement; 2) elimination of any known or potential liabilities of the Company not covered by Cathay; 3) Mr. Alan French and Mr. Mario Mendez’s resignation from the board of the directors (the “Board”) and as officers of the Company; 4) delivery of Company’s corporate documents to Cathay; 5) Company’s note-holders’ release of any and all penalties in connection to the reorganization of the Company following the Transaction.


Pursuant to the Agreement and subsequent to the closing of the Transaction, Cathay agreed to 1) pay off Company’s liabilities up to $159,347.23, 2) assist the Company to re-obtain its trading status on Over-the-Counter Bulletin Board (“OTCBB”) and cover all filing and compliance costs, and 3) assume responsibility to existing note-holders of the Company. The Company agreed to initiate and complete process relating to the reverse split of Company’s Common Stock by two hundred to one (200:1)


The Agreement is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by, the Agreement attached hereto, which is incorporated herein by reference.


Item 5.01     Changes   in   Control   of   Registrant 


The applicable information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.


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


Appointment of Franjose Yglesias


On April 2, 2015, Franjose Yglesias, Cathay's co-founder and President, was appointed to serve as a member of the Board, effective upon the closing of the acquisition.  


Mr. Yglesias has lived and work in China for over 9 years in the Food, Wine & Spirits industry in China. While serving as the CEO of China Food Services Corp, he consulted and strategized for the American Embassy USATO and the Costa Rica Chamber of Commerce “Procomer”. He has landed major accounts like Carrefour, Metro, Jinkelong, and Vanguard Hypermarkets and hotel brands such as Shangri - La, Marriot, Renaissances, Holiday Inn and many others.


He started his professional career working in the early 90’s with Associated Grocers of Florida, than moved up the corporate ranks to Manager of Telecommunications Latin America Division for Eastman Kodak, where he learned the value of applying his Engineering skills to simplify and automating productivity in the manufacturing and the logistics worldwide divisions of Kodak, he graduated from the University of Costa Rica in 1987 with an Electrical Engineering Degree. In 2001, he co-founded Acero Systems, an integration company where his logistical and manufacturing knowledge landed him accounts like Lennar Homes, Del Monte Fresh Produce, and the City of Plantation.










Appointment of Matthew Arnett


On April 2, 2015, Matthew Arnett, Cathay's co-founder and Vice-President, was appointed to serve as a member of the Board, effective upon the closing of the acquisition.   


Mr. Arnett, a MBA Graduate, published on Journal of Economics and Science China University Of Economics and Business . A recipient of the China Business Scholar Chinese Government Scholarship with Ivy League education, Mr. Arnett has almost over 10 years of experience doing business in China. He has been influential in molding and shaping the event, entertainment and nightlife industry throughout China.


Mr. Arnett has been a producer, strategist and marketing consultant working with clients such as Coca Cola, Mercedes Benz, Hilton, Hyatt, Apple, Swire Group, Marlboro, Chivas, Absoult Vodka, Cohiba Cigars and many others. Involved in some of the most high - profile events in entertainment, both in the China and abroad, Mr. Arnett has produced live events featuring musical performances by today’s most popular artists as well as legendary Grammy winners. These artists include Kanye West, Usher, Akon, Pitbull, The Black Eyed Peas, Sean Kingston, Ludacris, 30 Sec to Mars, Grandmaster Flash, Mary J. Blige, John Legend, lil Jon, Fat Joe, Ying Yang Twins and more.


Item 9.01

Financial Statements and Exhibits.





Exhibit No.




Plan of Exchange Agreement between the Company and Cathay Cigars of Asia, dated April 2, 2015.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.







Alan French

President and Chief Executive Officer



Dated: April 10, 2015






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Current Price
Bid Ask Day's Range
#8936  Sticky Note 8K Filing cash4 04/13/15 12:21:47 PM
#8874  Sticky Note DEAL with TSXV:PRG WORTH 0066~READ... SILVERISTHENEWGOLD 01/20/15 01:49:43 PM
#8982   I'll tell you what i think and you cash4 04/18/15 04:36:50 AM
#8981   Before or after the R/S ? cash4 04/18/15 04:13:01 AM
#8980   Wrong again. But think what you like. babalaobj 04/18/15 03:39:24 AM
#8979   Yes we're going to laugh all the way babalaobj 04/18/15 03:37:02 AM
#8978   No she wont she will have a Reverse cash4 04/17/15 09:58:59 PM
#8977   Why are we here? To MAKEMONEY, Who cares SmokingJoe 04/17/15 06:07:38 PM
#8976   Terrible soulless people, they do not understand how cash4 04/17/15 12:21:44 AM
#8975   Unfortunately I agree cash. What a joke Grand2000 04/17/15 12:14:38 AM
#8973   I'm convinced you are affiliated with the company, cash4 04/17/15 12:08:41 AM
#8972   I've read. Food for thought. But don't believe babalaobj 04/16/15 10:38:34 PM
#8971   Cigar demands rise in China by 40% last year! babalaobj 04/16/15 09:56:25 PM
#8970   very interesting play here SmokingJoe 04/16/15 09:20:40 PM
#8969   I think i am referring to the new, cash4 04/16/15 10:48:57 AM
#8968   I put in a request to be a babalaobj 04/16/15 05:34:22 AM
#8967   I think you are reffering to the old babalaobj 04/15/15 08:42:05 PM
#8966   This group will make you feel like they cash4 04/15/15 12:16:55 PM
#8965   Frank Yglesias is a 100% confirmed scam artist. H Roberts 04/15/15 11:45:37 AM
#8964   Thanks. Signing off. Its bed time in my babalaobj 04/15/15 09:52:45 AM
#8963   You are free to moderate, just put in cash4 04/15/15 09:48:28 AM
#8962   Thanks for the advice I will consider that, babalaobj 04/15/15 09:46:32 AM
#8961   In that case maybe we can do business cash4 04/15/15 09:35:02 AM
#8960   I like your quote about the Devil. Clever. babalaobj 04/15/15 09:32:35 AM
#8959   You are right, i do intend to recover cash4 04/15/15 09:24:07 AM
#8958   I'm sorry you lost on your investment, but babalaobj 04/15/15 09:19:40 AM
#8957   Frank Yglesias is a scumbag, he busted out winnotlose 04/15/15 09:04:11 AM
#8956   You want to clean up and want my cash4 04/15/15 08:39:27 AM
#8955   Drama drains, compaints bore, how about being a babalaobj 04/15/15 08:22:44 AM
#8954   1st R/S, and that will only leave more cash4 04/15/15 07:26:44 AM
#8953   Apparently the largest potential new market in the babalaobj 04/15/15 12:37:59 AM
#8952   Does anyone know when they will do their babalaobj 04/15/15 12:28:09 AM
#8951   This stock has been dead for over 18 babalaobj 04/15/15 12:21:20 AM
#8950   Invest in the stock, at these prices it babalaobj 04/15/15 12:17:53 AM
#8949   My friend, i thought about it and i cash4 04/14/15 02:55:07 PM
#8948   Think about this before you dump your stock. 4eldinero 04/14/15 02:04:16 PM
#8947   The one thing that will help the stock 4eldinero 04/14/15 01:57:24 PM
#8946   Well, not sure what to think about this. Lurch16 04/14/15 01:12:06 PM
#8945   LOL, my thought exactly. dumpsterdiving4gold 04/14/15 11:12:18 AM
#8944   You guessed right, who gives 2 shits about cash4 04/14/15 11:06:04 AM
#8943   will this help the stock price? I'm guessing no dumpsterdiving4gold 04/14/15 09:28:49 AM
#8942   Follow the new company on Facebook: babalaobj 04/14/15 12:42:42 AM
#8941   Found the new company website babalaobj 04/14/15 12:37:30 AM
#8940   Yes. cash4 04/14/15 12:31:43 AM
#8939   Hello guys I'm new to this forum. Looking babalaobj 04/14/15 12:16:19 AM
#8938   SANP: Is this the same guy? Lurch16 04/13/15 01:28:54 PM
#8937   Alain french went private after he got himself cash4 04/13/15 12:37:32 PM
#8936   8K Filing cash4 04/13/15 12:21:47 PM
#8935   Look up Frank Yglesias or Frank Jose Yglesias, cash4 04/13/15 11:45:07 AM
#8934   Something like that. cash4 04/11/15 10:46:58 PM
#8933   Let me see if I am understanding this correctly; Lurch16 04/11/15 12:58:32 PM
#8932   Hi Cash, Lurch16 04/11/15 12:16:26 PM