DC Cleanup time for the mining shell you understand..True it is into mining..Mac is into a lot of adventures..Time for him to get Radient/AMDL Diagnostics Inc. back to the forefront..
On September 22, 2014, Jameson Stanford Resources Corporation (the “Company”) received notice that a Default Judgment and Order Granting Default Judgment and Relief (the “Judgment”) had been issued by the Fifth Judicial District Court, Beaver County, Utah in the Company’s complaint in Civil Case No. 140500023 filed against Michael Stanford, its former sole director, CEO and its former largest shareholder (the “Stanford Lawsuit”). The details of the Stanford Lawsuit and Judgment are discussed below.
The Company filed the Stanford Lawsuit on August 20, 2014 after completion by the Company of an internal audit and investigation of the financial transactions and expense claims submitted and conducted by Mr. Stanford. The Stanford Lawsuit alleged that Mr. Stanford committed pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts, as well as the improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán Mining Corporation in November 2012 whose assets were inflated at the time the Company completed this acquisition. The Stanford Lawsuit also alleged that Mr. Stanford misappropriated for his own personal uses at least $750,000 of investment capital that was to be invested in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company and threats of violence against the Company’s officers and other persons related to the Company. Based on this conduct, the complaint included a claim for an accounting, conversion, fraudulent misrepresentation and fraudulent nondisclosure, interference with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint sought, among other things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.
On May 27, 2014, Mr. Stanford resigned as an officer and director of the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct as alleged in the Stanford Lawsuit which relate to his actions prior to his resignation.
The Judgment requires, among other things, that Mr. Stanford render a full accounting to the Company, orders the return of 25,000,000 shares of Company common stock, and the transfer of a residential property located at 510 West Center, Milford, Utah 84751 to the Company, as well as transfers ownership of all the personal property located within the real property to the Company. The Judgment also enjoins Mr. Stanford from representing that he is involved in the business of the Company or its subsidiaries to any person or entity, as well as permanently enjoining Mr. Stanford from offering or pretending to offer for sale any stock or security interest in the Company or its affiliated entities. The injunction further prohibits Mr. Stanford from offering or pretending to offer for sale any actual or fabricated business opportunity related in any way to the Company or an affiliate of the Company. The Judgment permanently enjoins Mr. Stanford from wasting, concealing, withholding, transferring, transmitting, or transporting across any state boundary any asset, corporate opportunity, record, or title to which the Company is entitled and/or that has been purchased or produced in whole or in part through use of the Company or any subsidiary of the Company.
The Judgment further enjoins Mr. Stanford from, among other things, and with the a limited exception of communications made during settlement negotiations, communicating with, threatening, assaulting, bribing any past or present officer, employee, agent, investor, or representative of the Company or its subsidiaries, tampering with or destroying records and property relating to Judgment. The Judgment forbids Mr. Stanford from leaving the State of Utah, and also from leaving the United States, and orders Mr. Stanford to surrender his passport to the Court, until such time as Mr. Stanford shall render an accounting to the Company to the satisfaction of the Court.
The Judgment also orders Mr. Stanford to pay the Company’s costs, expenses, and attorney’s fees associated with the Stanford Lawsuit, as well as past, present, and future accrual and proximate damages suffered due to the loss and harm caused by Mr. Stanford’s acts and omissions in relation to the Stanford Lawsuit in the amount of $5,873,675. The court further ordered punitive damages against Mr. Stanford in the amount of treble the current known actual damages (other than the retitled securities and the Milford, Utah residential property), for a total of $17,621,025, and post-judgment interest. The Judgment is without prejudice to any future suit the Company or any other entity or investor may have for additional, non-duplicative damages and relief that may be revealed as necessary through any further audits and rendering of an accounting that may occur in connection the Mr. Stanford.
On September 17, 2014, prior to the entering of the Judgment, Mr. Stanford conveyed to the Company the real property located at 510 West Center, Milford, Utah 84751 and executed an irrevocable stock power of attorney to convey 25,000,000 shares of our common stock that he owned for cancellation by the Company. The 25,000,000 shares of common stock were cancelled on September 22, 2014. We are evaluating what future legal proceedings we may pursue in order to collect money damages of $23,494,700 awarded to us pursuant to the Judgment.
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SIGNATURES
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.
JAMESON STANFORD RESOURCES CORPORATION.
Date: September 24, 2014 By: /s/ Donna S. Moore Donna S. Moore, Interim Chief Financial Officer
Item 1.01 Entry into a Material Definitive Agreement.
Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement
On September 24, 2014, Jameson Stanford Resources Corporation (the “Company”), Joseph Marchal (who is the Company’s CEO, President and Chairman of the Board of Directors) in his personal capacity, and Gregg Johnson, in his personal capacity, entered into a Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement with and between Robbie S. Chidester (“Chidester”), the Company’s former Chief Financial Officer, CFO Advantage Consulting L.C., a Utah limited liability company (“CFO Advantage”) that provided bookkeeping and accounting services to the Company (the “Agreement”). The material details of the Agreement are discussed below.
On or about October 29, 2012 Chidester was appointed as the Chief Financial Officer of the Company and he continued in that capacity through the date of his resignation on May 2, 2014. Concurrent with the appointment of Chidester, the Company retained the services of CFO Advantage, a company beneficially owned and controlled by Chidester, to provide bookkeeping and accounting services to the Company through June 2014. Subsequent to Mr. Chidester’s resignation, CFO Advantage continued to provide bookkeeping and accounting through June 2014. Certain disputes and controversies have arisen between the parties, including but not limited to, CFO Advantage’s claim for unpaid services in the amount of $13,715.86, allegations by the Company regarding certain services performed by Chidester and CFO Advantage, as well as disputes regarding the quantum of shares received by Chidester and CFO Advantage during the CFO Period (collectively, the “Disputes”). The terms of the Agreement include, among other items, that Chidester and CFO Advantage return to the Company for cancellation 500,000 shares of common stock of the Company; and further, that CFO Advantage cancel and declare null and void a total of $13,715.86 in billings it claimed to be owing by the Company to it. In connection with the Agreement, the Company has entered into a mutual release of all claims, actions, liabilities, causes of action and demands of any kind and nature, in law, in equity, or otherwise, known or unknown, suspected or unsuspected, disclosed or undisclosed, for damages actual or consequential, past and future, arising out of or related, directly or indirectly, to the Disputes, Chidester’s service as the CFO of Jameson, CFO Advantages’ performance of services for Jameson or any facts or circumstances from which any of the foregoing matters arose.
After giving effect to the return and cancellation of 500,000 shares of common stock from Mr. Chidester pursuant to the Agreement, the Company would have 15,403,862 shares of common stock outstanding as of the date of this Report.
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SIGNATURES
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.
JAMESON STANFORD RESOURCES CORPORATION.
Date: September 26, 2014 By: /s/ Donna S. Moore Donna S. Moore, Interim Chief Financial Officer
Item 1.01 Entry into a Material Definitive Agreement
Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement
On October 1, 2014, Jameson Stanford Resources Corporation (the “Company”) entered into an Agreement of Mutual Understanding and Settlement (the “Agreement”) with Donald Sutherland, an individual residing in Mesa, AZ (“Sutherland”). The parties agreed that the Agreement would have an effective date of September 18, 2014. The details of the Agreement are discussed below.
On or about January 3, 2013 Sutherland entered into a non-binding Memorandum of Understanding (the “MOU”) between Sutherland and The Bolcan Group, LLC (“TBG”), an entity owned and controlled by the Company’s former CEO and former sole Director, Michael Stanford. The MOU provided for, among other things, that Sutherland was to fund the operations of the Company through TBG by way of the payment to TBG of $750,000 in exchange for the delivery to Sutherland of the Company’s common stock to be issued at $0.14 per share, as well as certain royalties (the “Royalty”) amounting to royalty payment of $0.50 per metric tonne (approx. 2,200 lbs.) of ore sold by the Company until principal monies were returned to Sutherland. Sutherland made payment of the $750,000 to TBG on various dates from January, 2013 to August, 2013 and was issued 5,360,000 shares of the Company’s common stock on August 12, 2013.
Subsequent to the signing of the MOU and the payment by Sutherland of the $750,000 to TBG, Michael Stanford resigned all of his positions with the Company on or about May 27, 2014. Following the departure of Mr. Stanford, the Company’s new Board of Directors and management undertook an internal investigation and audit of the business and accounts of the Company from January 1, 2013 through the date of Mr. Stanford’s departure in May 2014. The internal audit revealed, and the Company subsequently alleged in its litigation filed in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) filed against Michael Stanford, (the “Stanford Lawsuit”), that Mr. Stanford, amongst other wrongdoings, committed pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts.
At the conclusion of the internal investigation the Company’s Board of Directors took the position that the terms of the MOU, and the transactions contemplated and concluded thereby, were ultra vires and outside the authority of Mr. Stanford and thus null and void as it pertained to the Company. As such, and in order to avoid the costs of litigation, the Company commenced settlement discussions with Mr. Sutherland to amicably resolve all potential issues between them. The Agreement recognizes the finding by the Company of no wrong doing by Mr. Sutherland and resolves all matters by way of the cancellation of the MOU, the Royalty and a return for cancellation by Sutherland of 3,860,000 common shares of the Company.
After giving effect to the return and cancellation of 3,860,000 shares of common stock by Sutherland pursuant to the Agreement, the return and cancellation of 25,000,000 shares of common stock from Mr. Michael Stanford in connection with the Stanford Lawsuit as reported by the Company in the Form 8K filed on September 24, 2014, and the return and cancellation of 500,000 shares of common stock from Mr. Robbie Chidester pursuant the agreement reached with Mr. Chidester and reported by the Company in the Form 8K filed on September 26, 2014, the Company has 11,543,862 shares of common stock outstanding as of the date of this Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
10.1 Agreement of Mutual Understanding and Settlement between Jameson Stanford Resources Corporation and Donald Sutherland
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SIGNATURES
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.
JAMESON STANFORD RESOURCES CORPORATION.
Date: October 1, 2014 By: /s/ Donna S. Moore Donna S. Moore, Interim Chief Financial Officer
Item 3.02. Unregistered Sales of Equity Securities.
On November 25, 2014, the Board of Directors (the “Board”) of Jameson Stanford Resources Corporation (the “Company”) authorized the issuance of shares of Company common stock in settlement of all accrued but unpaid compensation to certain persons for services rendered to the Company, including in connection with the reorganization of the Company commencing in 2014. The Company issued shares of Company common stock to the following persons in the amounts reflected below on November 25, 2014:
Recipient Number of Shares Joseph Marchal 750,000 Summit Capital USA, Inc. 1,250,000 Edward Brogan 150,000 Donna S. Moore 100,000 Douglas MacLellan 75,000
The securities issuances discussed above were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transactions did not involve a public offering and the purchasers acquired the securities for investment and not resale.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 3.02 above, on November 25, 2014, the Board authorized the issuance of 750,000 shares of Company common stock in settlement of all accrued but unpaid compensation to Mr. Marchal, the Company’s President and Chief Executive Officer and a member of the Company’s board, in the aggregate amount of $37,500 for director and officer services rendered by Mr. Marchal to the Company for the period commencing in 2013 and continuing through December 31, 2014, including all reorganization and operational efforts from and after April 2014 through December 31, 2014. Also on November 25, 2014, the Board authorized the issuance of 100,000 shares of Company common stock in settlement of all accrued but unpaid compensation to Ms. Moore, the Company’s Interim Chief Financial Officer, Treasurer and Secretary, in the aggregate amount of $5,000 for officer services rendered by Ms. Moore to the Company during 2014 and non-officer services rendered by Ms. Moore to the Company between 2012 and 2014.
Item 8.01. Other Events.
Effective July 29, 2014, Mr. Marchal was appointed as the Company’s Chief Executive Officer. Mr. Marchal continues to serve as the Company’s President.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with Jameson Stanford Resources Corporation’s (the “Company”) plans to focus its business on the exploration of the Star Mountain mining project located in the Star Mining District in Beaver County, Utah and the performance of pre-extraction activities for mineral rights for this project, the Company has amended its articles of incorporation effective as of December 15, 2014 (the “Amended Articles”) to:
(1) Change the Company’s corporate name from Jameson Stanford Resources Corporation to Star Mountain Resources, Inc.; and
(2) Increase the number of authorized shares of common stock, $0.001 par value from 350,000,000 to 400,000,000 of which 350,000,000 will be common stock and 50,000,000 will be preferred stock.
These actions were approved by the Company’s board of directors on November 11, 2014, and the holders of a majority of its common stock approved these actions by written consent in lieu of a special meeting on November 11, 2014 (the “Written Consent”) in accordance with the relevant sections of the Nevada Revised Statutes. The Financial Information Regulatory Association, Inc. (“FINRA”) confirmed receipt of the necessary documentation regarding the Amended and Restated Articles and the Company’s symbol changes discussed below and their effectiveness.
There will be no mandatory exchange of stock certificates. Following the name change, the share certificates which reflect the Company’s prior name will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old share certificates are tendered for exchange or transfer to the Company’s transfer agent, West Coast Stock Transfer Inc.
Item 8.01 Other Events.
The Company’s CUSIP number and trading symbol for its common stock which trades on the OTCQB Tier of the OTC Markets, Inc. will change effective on December 15, 2014 as a result of the name change. The Company’s new CUSIP number will be 855155107 and its new trading symbol will be “SMRS”.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.3 Certificate of Amendment to Articles of Incorporation as filed with the Secretary of State of Nevada.
SIGNATURES
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.
STAR MOUNTAIN RESOURCES, INC.
Date: December 12, 2014 By: /s/ Donna S. Moore Donna S. Moore, Secretary
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