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Last Post: 9/13/2018 1:21:08 PM - Followers: 62 - Board type: Free - Posts Today: 0

 
Item 1.01 
Entry Into A Material Definitive Agreement
Item 3.02 
Unregistered Sales of Equity Securities
 
On January 13, 2015, Discovery Gold Corporation, a Nevada corporation (the “Company”) entered into a share exchange agreement (“Exchange Agreement”) with SMM Manufacturing, Inc., a California corporation engaged in the development, manufacturing, and sales of active chlorine dioxide based products for commercial and consumer use (“SMM”), and the shareholders of SMM. Pursuant to the Exchange Agreement, the Company will be issuing an aggregate of 1,385,868 shares of Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”) to the shareholders of SMM in exchange and as consideration for 10,000 shares of common stock of SMM, being all the issued and outstanding shares of SMM (“Transaction”).
 
Pursuant to the form of Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock, attached as Exhibit A to the Exchange Agreement, each share of Series A Preferred Stock will be convertible into 1,000 shares of common stock of the Company (“Common Stock”), subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. Upon effectiveness of the increase in the authorized shares of Common Stock to an amount to allow the conversion of all the outstanding shares of Series A Preferred Stock to Common Stock, all the outstanding shares of Series A Preferred Stock will be converted into shares of Common Stock. Each share of Series A Preferred Stock will be entitled to the number of votes equal to the number of shares of Common Stock such share is convertible into at such time. After closing, the Company will have 1,385,868 shares of Series A Preferred Stock issued and outstanding.
 
The Exchange Agreement contains customary covenants, representations and warranties of the parties, including, among others, (i) a covenant by each of the Company and SMM to conduct their respective businesses in the ordinary course during the interim period between the execution of the Exchange Agreement and the consummation of the Transaction (except that the Company has not paid its recent renewal fee for its gold exploration option in Ghana); (ii) a covenant by SMM to deliver its audited financial statements for the period since its inception and unaudited financial statements for any interim period on or before the 120 th day following the execution of the Exchange Agreement; (iii) a covenant by SMM to provide up to $50,000 to the Company to cover the auditor fees and legal fees in connection with its catchup filings with the SEC, subject to the Company’s timely filing of its delinquent reports; (iv) covenants by the Company to issue shares of common stock and/or convertible promissory notes in settlement for certain outstanding debts and liabilities (including amounts owing to Messrs. Stephen Flechner, David Cutler and Darrin Ocasio).
 
The closing of the Transaction will take place at a date and time as the parties may mutually determine. The closing is subject to a number of conditions, which include among others (i) the parities’ satisfactory completion of their due diligence (ii) the filing by the Company of all the reports and other documents required to be filed with the SEC through the closing date (iii) the resumption of the quotation of the Company’s Common Stock on the OTCQB market (iv) the spinoff of the Company’s subsidiary, Discovery Gold Ghana Limited; (v) the approval by the Board of Directors of the Company of the Exchange Agreement and the issuance of shares of Series A Preferred Stock in connection with the Transaction; and (vi) the delivery by SMM of its audited financial statements for the period since its inception and unaudited financial statements for any interim period on or before the 120 th day following the execution of the Exchange Agreement.
 
Upon closing of the Transaction, the shareholders of SMM will own an aggregate of 1,385,868,000 shares of the Company’s Common Stock, or approximately 85% of the total issued and outstanding shares of Common Stock, upon conversion of 1,385,868 shares of Series A Preferred Stock assuming the authorized shares of Common Stock have been increased to an amount to allow the conversion of all the outstanding shares of Series A Preferred Stock.
 
On January 21, 2015, the parties entered into an amendment agreement to the Exchange Agreement (“Amendment Agreement”) whereby the parties changed certain use of funds provided by SMM.
 
The foregoing information is a summary of the Exchange Agreement and the Amendment Agreement, is not complete, and is qualified in its entirety by reference to the full text of the agreements, each of which is attached to this Current Report on Form 8-K as exhibits and is incorporated herein by reference.  Readers should review the Exchange Agreement and the Amendment Agreement for a complete understanding of the terms and conditions associated with this transaction.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10421964

Biocide Systems, Industry Leader in Direct to Consumer Chlorine Dioxide Odor Removal Products, Announces Intent to Go Public
http://www.prweb.com/releases/2014/11/prweb12307883.htm

Biocide Systems Prevails in Chlorine Dioxide Technology Patent Infringement Lawsuit

Odorstar Technology LLC and Kinpak lnc. VS. SMM Distributors, LLC d/b/a Biocide Systems and SMM Manufacturing, Inc.

LOS ANGELES, CA (PRWEB) January 13, 2015

The Patent infringement law suit, Case No.13-60136-CIV-MIDDLEBROOKS/BRANNON, filed by Odorstar Technology LLC and Kinpak lnc. – a wholly owned subsidiary of Ocean Bio-Chem, was first filed on Jan. 18, 2013 in the U.S. District Court for the Southern District of Florida, alleging Biocide System’s CLO2-DMG Technology™ was infringing on their NosGuard™ US Patent number 6,764661 .

On Jan.27, 2014 after considering the arguments by both sides and the evidence presented the Court found that Biocide Systems was entitled to a judgment in its favor on all claims, as the accused product did not infringe on any of Odorstar’s patent claims.

On February 22, 2014 a notice of appeal was filed, Case No.14-1417, by the plaintiffs to the US Federal Court of Appeals in Washington D.C.

On January 6, 2015 a hearing took place on Case No.14-1417, in US Federal Court of Appeals where oral arguments from legal council on both sides were heard by a panel of Judges.

On January 8, 2015 the US Federal Court of Appeals affirmed the prior judgment and a complete validation of the District court of Florida’s earlier decision on all claims, therefore a per curiam judgment was given granting Biocide Systems a complete victory.


http://www.pressreleaserocket.net/biocide-systems-prevails-in-chlorine-dioxide-technology-patent-infringement-lawsuit/35243/
 
 



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DCGD News: Amended Securities Registration (section 12(g)) (10-12g/a) 09/04/2018 05:09:40 PM
DCGD News: Securities Registration (section 12(g)) (10-12g) 07/30/2018 08:47:51 AM
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#1465  Sticky Note Merger DD: Merge With Entity to Create Value zino 08/05/18 09:17:17 PM
#1409  Sticky Note DCGD filing confirms the share structure...LJ littlejohn 07/30/18 05:47:34 PM
#1520   Poke a mummy play in the ask just littlejohn 09/13/18 01:21:08 PM
#1519   I guess even vampires aren't interested in diluted blood. PBGoodwill 09/13/18 12:37:57 PM
#1518   Do you want 100% of negative [-0] equity littlejohn 09/08/18 01:07:37 PM
#1517   Is it just me but most mergers invoke PBGoodwill 09/08/18 12:33:21 PM
#1516   same filing...up one day,,,down one day... littlejohn 09/05/18 03:47:48 PM
#1515   Ya im tucking mine for a nice payout TOADPALEFACE 09/05/18 01:24:40 PM
#1514   grabbed and tucked away for now :) AOuvier 09/05/18 01:21:24 PM
#1513   Grabbed a few more also just in case, TOADPALEFACE 09/05/18 01:19:44 PM
#1512   DCGD 0.0035 In for the ride... AOuvier 09/05/18 01:17:14 PM
#1511   Someone getting some nice scoops TOADPALEFACE 09/05/18 09:59:38 AM
#1510   Yes, that is correct. TOADPALEFACE 09/05/18 09:25:07 AM
#1509   This is just mandatory language they must place hispeedsoul 09/05/18 08:58:00 AM
#1508   :) that didn't slow down UP CO today littlejohn 09/04/18 06:17:39 PM
#1507   be careful RS possible here.. smitter 09/04/18 05:56:40 PM
#1506   Thanks as always, DCGD definately getting their filings WakingBake 09/04/18 05:47:35 PM
#1505   Filing out, amended 10-12g adijas 09/04/18 05:21:43 PM
#1504   Likewise waiting patiently with my stash rocknroll350 08/31/18 03:02:30 PM
#1503   DCGD,,,closely held, only needs update...LJ littlejohn 08/30/18 11:20:19 PM
#1502   Some knuckleheads wanted to whack out before the WakingBake 08/17/18 04:01:34 PM
#1501   Someone may be smoking up their trade profits... littlejohn 08/14/18 11:51:56 PM
#1500   Cannabis R/M...Will get us so High !!!! zino 08/13/18 07:27:41 PM
#1499   .OO77 Close = 192,OOO MarketCap zino 08/12/18 05:16:48 PM
#1498   $$$ We know what the gift will be $$$ zino 08/12/18 01:35:44 PM
#1497   Starting to sound like everyone is getting their illegal_alias 08/10/18 07:03:45 PM
#1496   I would like cannabis, blockchain, quantum or graphene WakingBake 08/10/18 04:12:30 PM
#1495   I'd prefer a merger with any company that illegal_alias 08/10/18 04:03:31 PM
#1494   Understood...I would like a Vanadium, Weed, or Biotech merger zino 08/10/18 03:58:13 PM
#1493   They did an impressive job on their 10-12g illegal_alias 08/10/18 03:54:31 PM
#1492   Huge Potential here zino 08/10/18 02:59:52 PM
#1491   When they start filing their backlog of 10Qs illegal_alias 08/10/18 02:58:07 PM
#1490   Gonna fly someday rocknroll350 08/10/18 02:24:47 PM
#1489   Nice action ... DCGD kairos 08/10/18 02:01:13 PM
#1488   Company could go in any Direction/Sector for merger candidates zino 08/10/18 01:13:45 PM
#1487   We May Participate in Business Ventures of Virtually zino 08/10/18 09:27:19 AM
#1486   We Will Not Restrict Search to Any Specific zino 08/10/18 09:23:37 AM
#1485   I think so too!) Awesome work! TOADPALEFACE 08/09/18 01:48:11 PM
#1484   Telson Has 8O Million Market Cap zino 08/09/18 12:59:06 PM
#1483   Thanks buddy.. been here a while actually just rocknroll350 08/09/18 12:55:53 PM
#1482   rocknroll350...Welcome to board zino 08/09/18 12:54:35 PM
#1481   Shhhh... trying to fill some bids here bro lol rocknroll350 08/09/18 12:53:52 PM
#1480   Ralph Shearing Will Get a R/M Done...imo zino 08/09/18 12:46:10 PM
#1479   Qualified Person NI 43-101 Ralph Shearing zino 08/09/18 12:42:50 PM
#1478   Co. Director "Ralph Shearing" is Telson Mining founder zino 08/09/18 12:31:56 PM
#1477   Some Buying Today... zino 08/09/18 12:27:39 PM
#1476   The area of .0046 is a prime spot TripTrap 08/08/18 02:00:30 PM
#1475   Added 2OOK Shares...Last few days zino 08/08/18 12:28:22 PM
#1474   DCGD .005...Securities Counsel OTCQX Sponsor... littlejohn 08/07/18 07:52:53 PM
#1473   On Balance Volume Remains High TripTrap 08/07/18 03:42:58 PM
#1472   Yea, he's a big wig... WakingBake 08/06/18 08:46:37 PM
#1471   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT zino 08/06/18 07:52:30 PM
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