SKYIQ 8-K out at 6:03am est today:
Monday, May 23 2011 6:03 AM, EST ORACO RESOURCES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Change in Shell Company Status, Other Events, Financial Statements and Exhibits Edgar Online "Glimpses"
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported by the Registrant in its Current Report on Form 8-K, filed on March 28, 2011 , the Registrant entered into a Share Exchange Agreement with Oraco Resources, Inc. , a Canadian company ("ORI") on March 24, 2011 to acquire all of the issued and outstanding shares of ORI in exchange for 15,001,500 shares of the Registrant's common stock.
Additionally, on March 24, 2011 , the Registrant entered into another Share Exchange Agreement with Jyork Industries Inc. Ltd. , a Sierra Leone company ("Jyork"), to acquire all of the issued and outstanding shares of Jyork.
The acquisitions were completed on May 16, 2011 . See Item 2.01 below for further description of the acquisitions.
In connection with the closing of the Share Exchange Agreements the Stockholders of ORI and Jyork acquired control of the Registrant. The Stockholders of ORI and Jyork acquired beneficial control of approximately 18,001,500 shares of common stock as a result of being stockholders of ORI and Jyork of which the Registrant acquired 100% of the ownership pursuant to the Share Exchange Agreements.
Both Share Exchange Agreements mentioned above will be collectively referred to as the "Share Exchange Agreements".
Item 2.01 Completion of Acquisition or Disposition of Assets
On May 16, 2011 , we completed the acquisition of all of the issued and outstanding shares of ORI and JYORK pursuant to the Share Exchange Agreements and Plan of Reorganization described in Item 1.01 above and in this Item 2.01. The acquisition was accounted for as a recapitalization effected by an exchange of shares for the assets, wherein ORI and Jyork are considered the acquirers for accounting and financial reporting purposes.
Pursuant to the conditions to closing of the Share Exchange Agreements: (i) the Registrant issued 15,001,500 shares of its restricted common stock in exchange for all of the issued and outstanding shares of ORI, (ii) the Registrant issued 3,000,000 shares of its restricted common stock in exchange for all of the issued and outstanding shares of Jyork and (iii) the Registrant obtained cancellation of 10,000,000 affiliate shares of restricted common stock.
FORM 10 DISCLOSURE
We are providing below the information that would be included in a Form 10 as if we were to file a Form 10. Please note that the information provided below relates to the current operations acquired through the closing of the Share Exchange Agreements discussed above.
3 -------------------------------------------------------------------------------- DESCRIPTION OF BUSINESS
The Share Exchange Agreement and Plan of Reorganization discussed in Items 1.01 and 2.01 above are collectively referred to as the "Share Exchange Agreements." As a result of the closing of the Share Exchange Agreements, our main focus has been redirected to diamond, gold, mineral and natural resources mining exploration business based on the application of our former business plan aimed at distributing our product Sterilite Solutions and its use in the mining sector. The information set forth herein is only a summary of our business plans.
INDUSTRY AND MARKET DATA
The market data and certain other statistical information used throughout this report are based on independent industry publications, government publications, reports by market research firms or other published independent sources. In addition, some data are based on our good faith estimates.
Business Development
Oraco Resources, Inc. ("Oraco") was formed as a Nevada corporation in April 2010 . On February 2, 2011 , Oraco changed its name from Sterilite Solutions, Corp. to Oraco Resources, Inc. Effective May 16, 2011 , Oraco completed the acquisition of contractual rights for the disposition and exportation of diamonds and gold, and any other minerals recovered both in Zimmi Town , Pujehun District of Sierra Leone as well as the Gbense Tailings No. 5 reserve located in Koidu Town , Kono District - Sierra Leone , and mining concessions through the acquisition of 100% of the ownership of Jyork.
As a result of the closing of the Share Exchange Agreements, Oraco is now involved in the mining industry in the African country of Sierra Leone through mining concessions held by Jyork. The objectives of the Company are to seek additional mining concession rights, privileges, and to own mines in Sierra Leone , as well as other West African Countries. In addition, we intend to process minerals and to sell such processed minerals around the world, and explore new areas in Sierra Leone and elsewhere in West Africa as opportunities may arise.
With the dramatic improvement in the political and economic climate in Sierra Leone and the recent influx of foreign investment and activities, management feels that the political and socioeconomic environment are sufficiently secure to now deploy capital towards proving out the diamond and gold reserves in its licenses and commencing mining operations at a number of them in the short term. Many major and junior mining companies are commencing to deploy . . .
Item 3.02 Unregistered Sales of Equity Securities .
Pursuant to the Share Exchange Agreements, we issued a total of 18,001,500 shares of our restricted common stock to the shareholders of ORI and Jyork in exchange for 100% of the ownership of ORI and Jyork.
We believe that the issuance and sale of the above 18,001,500 shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule 506. The shares were issued directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.
Item 5.01 Change in Control of Registrant
In connection with the closing of the Share Exchange Agreements (disclosed in Section 2.01 above), the Stockholders of ORI and Jyork, acquired control of the Registrant. The Stockholders of ORI and Jyork acquired beneficial control of approximately 18,001,500 shares of common stock as a result of being stockholders of ORI and Jyork of which the Registrant acquired 100% of the ownership pursuant to the Share Exchange Agreements.
Additionally, in connection with the closing of the Share Exchange Agreements, the Registrant accepted the resignation of its prior officers and sole director and appointed Bradley Rosen as Chief Executive Officer, President and a Director, Chris Butchko as Executive Vice President, Chief Operating Officer and a Director, Anne Thomas as Secretary, Comptroller and a Director, and Donna Moore as Treasurer and Chief Financial Officer of the Registrant on May 16, 2011 . See Item 5.02 below for further description of the resignations and appointments of officers and directors in connection with the closing of the Share Exchange Agreements.
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of Director and Officer
On May 16, 2011 , Steven Subick gave the Registrant notice of his resignation from his position as the sole member of the Board of Directors, President, Chief Executive Officer, and Treasurer of the Registrant, which resignation was accepted by the Registrant on May 16, 2011 . Additionally, on May 16, 2011 , Jodi Redmond gave the Registrant notice of her resignation from her position as Secretary of the Registrant, which resignation was accepted by the Registrant on May 16, 2011 .
(c) Appointment of Officers
Prior to the resignation of Steven Subick , the Board of Directors appointed Bradley Rosen as Chief Executive Officer and President, Chris Butchko as Executive Vice President and Chief Operating Officer, Anne Thomas as Secretary and Comptroller, and Donna Moore as Treasurer and Chief Financial Officer of the Registrant.
Bradley Rosen , Chief Executive Officer, President and a Director: Mr. Rosen has been a practicing attorney for 20 years. He received a B.A. from Case Western Reserve University , Cleveland, Ohio , in June of 1985 and his J.D. from Benjamin N. Cardozo School of Law in New York in 1988. Mr. Rosen specializes in intellectual properties, general litigation and general corporate matters. He has published several articles for West Publications concerning litigation of intellectual properties. Mr. Rosen also represented clients in several international financing transactions, international contract negotiations and enforcements. He also has represented clients in such areas as corporate management, mergers and public offerings.
Chris Butchko , Executive Vice President, Chief Operating Officer and a Director: Mr. Butchko has been in the marketing industry for over 20 years. He was the National Marketing Director and the Regional Vice President for two major resort marketing companies that grossed over 100 million dollars per year. He was also the President of a public company that was involved with finance, energy, distribution and entertainment. Mr. Butchko specializes in creating acquisitions with select synergistic companies to rapidly expand and integrate their business. Mr. Butchko has been involved with Africa for more than seven years and has been engaged in feeding programs and other humanitarian efforts there. Chris is married with three beautiful children and resides in Southern California .
Anne L. Thomas , Secretary, Comptroller and a Director: Ms. Thomas studied Business Administration at the New School in New York City , which garnered her a position at one of the largest record and publishing companies in the United States for the past 25 plus years. Ms. Thomas directed and oversaw day to day operations and interacted with major companies such as Capitol EMI, Sony Entertainment , RCA and Universal/ Fontana . This included staffing the offices in both New York and Los Angeles in which the employees reported to her directly and maintaining the financial records for these projects. For the past 20 years Ms. Anne has worked with numerous international countries such as Botswana , Liberia , Guinea , Sierra Leone and Equatorial Guinea .
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Donna Moore , Chief Financial Officer and Treasurer: Between 2008 and 2010, Ms. Moore served as a part time Controller for Skye International , Inc. in Scottsdale, AZ. Prior to Skye International , Ms. Moore was the Controller for Monarch Brass & Copper Corp. , in Waterbury, CT from 1984 through 2007. Ms. Moore is a business financial professional with over 25 years of hands-on business experience. Ms. Moore has held positions as controller and secretary treasurer of both public and private corporations. Her experience includes general accounting, financial reporting, systems implantation/management, treasury functions, and cost accounting. Ms. Moore specializes in executing uniform financial controls so as to improve productivity, reduce costs, and maximize profitability. Ms. Moore holds a Bachelor of Science degree in Business Management and an MBA in finance and accounting from Brigham Young University .
(d) Appointment of Directors
Prior to the resignation of Steven Subick , the Board of Directors appointed Bradley Rosen , Chris Butchko , and Anne Thomas as Members of the Board of Directors.
Bradley Rosen , (See Resume above).
Chris Butchko , (See Resume above).
Anne Thomas , (See Resume above).
Item 5.06 Change in Shell Company Status
The Registrant was a start-up Company formed in April 2010 for the purpose of distributing and manufacturing cleaning/sterilization solutions to consumers, public institutions and distributors of cleaning/janitorial supplies which are provided to us by Integrated Environmental Technologies, Ltd. In the pursuit of business development, specifically in the area of developing a solution to neutralize the effect of mercury on the environment, these companies determined it in their best interest to join forces. We did not deem ourselves a shell company as defined in Rule 12b-2 of the United States Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On May 20, 2011 , the Registrant issued a press release to announce that it has acquired the contractual rights for the disposition of diamonds, gold, and any other minerals recovered in both the Zimmi Town , Pujehun District and the Gbense Tailings No. 5 reserve in the Koidu Town , Kono District of Sierra Leone through the acquisition of 100% of the ownership of ORI and Jyork. A copy of the press release is filed as Exhibit 99.1 to this Current Report.
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Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Pursuant to Rule 8-04(b) of Regulation S-X (17 CFR 210.3-05(b)), the Oraco Resources, Inc. , a Canadian corporation, and Jyork Industries , Inc. Ltd., a Sierra Leone corporation, audited financial statements as of and for the year ended December 31, 2010 are filed herewith.
(b) Pro Forma Financial Information.
Pursuant to Rule 8-05 of Regulation S-X (17 CFR 210), the unaudited pro forma consolidated balance sheets and statements of operations of Oraco Resources, Inc. , a Nevada corporation, and Oraco Resources, Inc. , a Canadian corporation, and Jyork Industries , Inc. Ltd., a Sierra Leone corporation, for the year ended December 31, 2010 and for the period ended March 31, 2011 , along with the notes to such unaudited pro forma consolidated financial information, are filed herewith.
(c) Exhibits. Incorporated by reference Exhibit Filed Period
Number Exhibit Description herewith Form ending Exhibit Filing date 3(i)(a) Articles of Incorporation
S-1 3(i)(a) 6/17/10 of Oraco Resources, Inc. 3(i)(b) Certificate of Amendment - 8-K 3(i)(b) 2/24/11
Name Change - Dated
2/23/11
3(i)(c) Certificate of Change - 8-K 3(i)(c) 2/24/11
8:1 Forward Split -
2/23/11
3(ii)(a) Bylaws of Oraco Resources, S-1 3(ii)(a) 6/17/10 Inc. 10.2 Share Exchange Agreement 8-K 10.2 3/28/11 and Plan of Reorganization with Oraco Resources, Inc., a Canadian corporation - 3/24/11 10.3 Share Exchange Agreement 8-K 10.3 3/28/11 and Plan of Reorganization with Jyork Industries , Inc., Ltd., a Sierra Leone corporation - 3/24/11 10.4 Addendum No. 1 to Share 8-K 10.4 5/2/11 Exchange Agreement and Plan of Reorganization with Oraco Resources, Inc., a Canadian corporation - 4/28/11 10.5 Addendum No. 1 to Share 8-K 10.5 5/2/11 Exchange Agreement and Plan of Reorganization with Jyork Industries , Inc., Ltd., a Sierra Leone corporation - 4/28/11 99.1 Press Release - X Acquisition of Diamond and Gold Mining Operation in West Africa - 5/20/11 43
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