PA PM - .75 x 2.00 - Shell with recent filings...
$1.1100 500 OBB 10:38:38
$1.1100 500 OBB 09:55:45
$0.5500 500 OBB 04/29
$0.5500 2,500 OBB 04/29
$0.7500 2,500 OBB 04/29
$0.7500 1,500 OBB 03/25
$1.1000 500 OBB 03/08
$1.1000 1,000 OBB 03/08
$0.3000 500 OBB 03/17
$0.4000 100,000 OBB 03/06
$0.2500 1,000 OBB 03/20
Item 1.01 Entry into a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 14, 2011, Plan A Promotions, Inc. (the “Company”) and certain of its shareholders (the “Selling Shareholders”) entered into a Stock Purchase Agreement (“SPA”) with accredited investors (John Preftokis, Cameron Rothery, Boomcity Limited, Sandy Hintz, Jamie Hintz, Bernd Koehler, Joerg Schweizer, Daniel Muller, Allan Buchamer, Coppinger Limited, and Alderbourne Limited, collectively the “Purchasers”). Under the SPA, on June 22, 2011, the Purchasers purchased for an aggregate $400,000 cash payment 9,700,000 shares of the Company’s common stock, consisting of 8,800,000 shares of newly issued Company common stock and 900,000 shares of Company common stock held by the Selling Shareholders. Of the $400,000 purchase price, $88,000 was allocated towards the purchase of the 8,800,000 newly issued shares of Company common stock, and $312,000 was allocated towards the purchase of the Selling Shareholders’ shares of common stock.
The offer and sale of these securities were made in reliance upon an exemption from the registration provisions of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), by reason of the registration exemptions contained in both Section 4(1) of the Securities Act and Section 4(2) of the Securities Act, including Rule 506 of Regulation D promulgated thereunder.
Effective June 22, 2011, the Company and certain of the Selling Shareholders also entered into a Lock-up Agreement (the “Shareholders’ Lock-up”) pursuant to which those certain Selling Shareholders agreed not to sell the remaining shares of Company common stock owned for a period of twelve (12) months following the date on which Form 10 type information is filed with the Securities and Exchange Commission (the “SEC”) reflecting the Company’s status as an entity that is no longer as a “shell company.” The Company and the Purchasers also entered into a Lock-up Agreement (the “Purchasers’ Lock-up”) pursuant to which each Purchaser agreed not to sell any shares of Company common stock acquired for a period of 180 days.
In connection with the closing of the transactions contemplated by the SPA, on June 22, 2011, Alycia D. Anthony resigned as a director of the Company; and as President of the Company, effective ten days after the Company’s mailing to its shareholders of an Information Statement on Schedule 14F-1. Nicholl Heieren resigned as a director and as Vice President of the Company, and Sharlene Doolin also resigned as a director and as Secretary of the Company, each effective ten days after the Company’s mailing to its shareholders of an Information Statement on Schedule 14F-1.
John Preftokis, 40, was appointed to serve as a director of the Company to fill the vacancy created by the resignation of Ms. Anthony, effective June 22, 2011. Since November 2002, Mr. Preftokis has been a senior desktop technician and website administration for Steve Padis Jewelry Plus Enterprises. From January 2000 to August 2002, Mr. Preftokis was a system administrator for Arthur Andersen, LLP. Prior thereto, Mr. Preftokis held a variety of IT related positions.
In connection with the closing of the stock purchase under the SPA, the Purchasers obtained control of the Company by acquiring 97% of the Company’s issued and outstanding common stock and by having the Purchasers’ designee, John Preftokis, appointed a director of the Company. The Purchasers paid the aggregate purchase price for the shares of Company common stock with personal funds.
