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Dynasty Energy Resources, Inc.
JOSEPH MEUSE SHELL
8K Filing on May 3, 2010
Item 1.01 Entry into a Material Definitive Agreement.
On April 28, 2010, Belmont Partners, LLC entered into a material definitive agreement with the majority shareholder of the Company to acquire one hundred million two hundred fifty five thousand eight hundred ninety (100,255,890) shares of the Company’s common stock. As a result of the transaction, Belmont Partners, LLC controls approximately 66.26% of the Company’s outstanding capital stock.
Item 4.01 Changes in Registrants Certifying Accountant.
On April 28, 2010, Michael Cronin, declined to stand for re-election as the independent registered public accounting firm for the Company. The Company is currently interviewing various auditing firms to determine the replacement.
A. Pursuant to Item 304(a)(1) of the Regulation S-K, the Company reports the following specific information:
(i) On April 28, 2010, Michael Cronin notified the Company that he declined to stand for re-election as the Company’s independent registered public accounting firm.
(ii) The reports of Michael Cronin on the Company’s financial statements for each of the past two years prior to electing not to stand for re-election, were unqualified and contained no adverse opinion or disclaimer of opinion and no report was qualified as to uncertainty, audit scope, or accounting principles. Mr. Cronin did include an emphasis paragraph in the financial statements for the past two years relating to a going concern uncertainty.
(iii) The decision not stand for reelection as the auditor was received and accepted by the Company’s board of directors.
(iv) There were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, between the Company and Michael Cronin during the Company’s two most recent fiscal years or for the period through the date that Michael Cronin elected not to stand for re-election.
(v) No event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K has occurred during the Company’s two most recent fiscal years and for the subsequent period through the date Michael Cronin elected not to stand for re-election.
B. No event requiring disclosure under Item 304(a)(2) of Regulation S-K has occurred.
C. In accordance with requirements of Item 304(a)(3) of Regulation S-K, Michael Cronin has been provided with a copy of the foregoing disclosures and the Company requested that Michael Cronin furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether or not he agrees with the above statements. A copy of such letter is attached to this current report as Exhibit 16.1.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On April 28, 2010, Joseph Meuse was appointed to the Board of Directors as well as President of the Company. On the same date, James Ditanna resigned from all positions held in the Company.
Set forth below is certain biographical information regarding the New Director and Officer:
Appointment of Joseph Meuse: Director, President and Secretary of the Company.
Joseph Meuse, age 39, resides in Warrenton, VA. Mr. Meuse has been involved with corporate restructuring since 1995. He is the Managing Member of Belmont Partners, LLC and was previously a Managing Partner of Castle Capital Partners. Additionally, Mr. Meuse maintains a position as a Board Member of numerous public companies. Mr. Meuse attended the College of William and Mary.
Form 10/12g filed on 3/24/2008: http://www.sec.gov/Archives/edgar/data/1417907/000122527908000026/f080319dynasty10final.htm
Form 3 filed on 6/23/08: http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=6008838
10K filed on 7/15/08: http://pinksheets.com/edgar/GetFilingHtml?FilingID=6045274
Uplisted!!
http://www.otcbb.com/asp/dailylist_search.asp?DirectSymbol=DYER&OTCBB=ALL
13:36 DYER Dynasty Energy Resources, Inc. Common Stock 8/5/2008 100 Added to OTCBB (DYER)
100M OS, 33.8M float, confirmed per EDGAR filings
State of incorporation - DE
Principals: Ditanna
incorporation date 8/17/2005
merged with ALMA on 10/5/2005
Transfer agent:
PacWest Transfer, LLC
2510 Pines Road North
Spokane Valley, WA 99206
Tel: (509) 926-2330
(877) 675-3129
This is important, talk points from lawyer
Company has no current ongoing business
Company going through a full audit - done 3/24/2008
Company to be compliant with the Securities Act of 1934 - done 3/24/28
AKA CLEAN OTCQB SHELL
I
FREE REAL TIME L2 OF DYER CAN BE SEEN HERE!
http://www.otcmarkets.com/pink/quote/quote.jsp?symbol=dyer
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