TSAS per EF, TENSAS INC FILES (8-K) Disclosing Changes in Control or Registrant, Change in Directors or Principal Officers, Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant
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Item 5.01. Change in Control of Registrant.
On January 31, 2011, Marcellous McZeal, Chairman and Chief Executive Officer of
PGI Energy, Inc., a Delaware corporation, formerly Tensas, Inc. and a buyers
group, acquired approximately 75% of the outstanding shares of the Company
directly from Lloyd Broussard and Yvonne Hardy, majority shareholders holding
80% of the outstanding shares of common stock and 2/3 of the class B preferred
stock constituting a super majority of the voting rights. Our Company was
previously incorporated as OSF Financial Services, Inc in the State of Delaware
on July 24, 2003, for the purpose of , mortgage banking providing residential
loans in the State of Texas. Previous management, however, was unable to
successfully maintain operation of the business, and as a consequence, we
heretofore changed the company name to Tensas, Inc and had no business
operations from 2004-present. In Fall 2010, we began to seek out a partner with
which to merge and engage in an alternative business plan. On January 31, 2011,
we entered into an Agreement to Sale the Majority Shares we held (the "Share
Purchase Agreement") with a buyers group and re-name the Company PGI Energy,
Inc., for the purpose of establishing an energy holding company, headquartered
in Houston, Texas. The company's purpose is to acquire assets in the proven
producing oil and gas assets, refinery and pipeline sectors of the energy
industry and other synergistic assets. The company will only acquire proven
producing, and income producing assets. Funding Structures: We will acquire
assets under traditional debt, revolving credit facility, Limited Partnership,
direct equity ownership of assets, special purpose entity to hold assets, with
the company maintaining controlling interest or joint venture interest. We may
at our discretion leverage assets and to finance projects through off balance
sheet methods of third party lender or investor such as establishing a special
purpose entity to hold an asset being acquired through a joint venture agreement
with a third party and taking out a loan under said entity through traditional
debt structure, mezzanine debt structure or structured finance through the debt
markets for rated corporate debt, upon which these transactions may properly
categorized as off-balance sheet transaction if PGI Energy owns less than 50% of
the entity or assets. The Company will fully disclose said transaction to its
shareholders and provide supporting information within its financial reports to
maintain transparency.
We, PGI Energy, Inc., formerly known as Tensas, Inc. (the "Company", "we", "us"
or "our"), are providing the enclosed information statement to you in order to
notify you of and provide you with information regarding action taken by
stockholders holding more than a majority of our voting power. In particular,
such action taken authorized the following:
1. the adoption of amended and restated articles of incorporation and
bylaws, which among other things, include the following changes:
(a) an increase in the number of shares of common stock authorized
for issuance from 255,020,000 to 1,000,000,000;
(b) a decrease in the par value per share of common stock from
$0.001 per share to $0.01 per share;
(c) the authorization of 20,000,000 shares of undesignated preferred
stock class c;
(d) changing our name to PGI Energy, Inc.
(e) change from a development stage company to a operating and fully
reporting oil and gas company.
2. affecting a three for one stock split of our outstanding common
stock by paying a dividend of two shares of common stock per share
of common stock outstanding.
The foregoing actions were approved by written consent in lieu of a meeting of
the Company's stockholders holding more than a majority the voting power
necessary to approve such actions and by our Board of Directors (the "Board of
Directors") on February 02, 2011.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers.
On February 01, 2011, in conjunction with the acquisition of shares referenced
above, Yvonne Hardy resigned as President and Chief Executive Officer and chair
person of Tensas, Inc. and she remains a active board member as director. Ms.
Diane Holt resigned as CFO and Treasurer and director of Tensas, Inc. The buyers
group consisting of a majority shareholders proceeded to elect the following
directors and appointment of officers on February 02, 2011:
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DIRECTORS AND EXECUTIVE OFFICERS
Our directors and executive officers are as follows:
Age
Marcellous S. McZeal 40 Chief Executive Officer, and
Chairman of the Board of
Director
Carl A. Robinson 49 President and Director
Chad Slater 34 Vice-President and Director
Lionel Johnson 55 Chief Financial Officer and
Director
Arael Doolittle 45 Chief Operating Officer and
Director
Roger A. T Smith 61 Director
Yvonne Hardy 55 Director
Executive Bio's
Marcellous McZeal-2010 CEO & Corporate Counsel PGI Energy; 2000-2010 Managing
partner in the law firm of Grealish & McZeal LLP in Houston, Texas. Oil and Gas
litigation, prepare and examine contracts involving leases, licenses, purchases,
sales, insurance; Provides legal advice to oil and gas organization, prepares
resolutions and forms, and participates in major legal actions; responsible for
foreseeing and protecting the company against legal risks - Corporate
Representation, Malpractice Insurance, Business Entities and Startups. Worrell &
McZeal P.C. 99-00-Principle in Association of Professional Corporations -
Practicing Commercial, Real Estate and Business Litigation. Negotiation and
preparation of contracts, sale and purchase of businesses, employee relations,
and dissolution, Attendance at annual meetings; Negotiation with vendors,
employees and executives; Financing issues; Compliance and labor issues;
government regulation; and Business succession planning. Southwestern
University, Georgetown, Texas B.A. Degree, May 1991, Finance and Business Major.
South Texas College of Law, Houston, Texas, Doctor of Jurisprudence Degree, May
1995 Admitted to Texas Bar; U.S. Court of Appeals for the Fifth Circuit, U.S.
District Court for the Western Districts of Texas and Southern District of
Texas.
Mr. McZeal is still a partner and practicing attorney in the law firm Grealish &
McZeal. Once PGI Energy is fully operational he will resign his law firm
partnership position.
Carl Allen Robinson-2010 President PGI Energy; 2004-2010 Vice president MJLM
Wealth Solutions- manager and developer for wealth development, wealth
protection, and wealth transfer of firms clients. 1997-2004 Financial Consultant
AXA Financial Advisors administered employer-employee benefits, estate planning,
tax advantage investments, retirement planning and insurance. Maintains a
securities license and life insurance license. University of Texas at Austin
B.S. in Communications, 1983.
Chad Slater-2010 Senior Vice-President PGI Energy; Ten years industry experience
with a proven track record managing and engineering high voltage projects and
overseeing construction of electrical designs. Bachelor of Science in Electrical
Engineering December Prairie View A&M UniversityPrairie View, TX 1999.
Electrical Engineer BP Texas City Refinery, Texas City, Texas, Electrical
Services and Power Distribution, February 2009 - Present; I & E Maintenance
Engineer - BP Texas City Refinery, Texas City, Texas Maintenance, Reliability
and Contract Services, November 2007 - February 2009; Electrical Engineer,
Project Manager - Center Point Energy, Houston, Texas Major Underground
Engineering, January 2004 - January 2007; Graduate Engineer III - City of
Houston, Houston, TX Bureau of Air Quality Control, March 2003 - January 2004;
DSP Product Engineer - Texas Instruments, Inc., Stafford, Texas Digital Signal
Processing, September 2000 - January 2003; National Institute of Technology
(Everest), Houston, TX Instructor, November 2003 - June 2004; associate nuclear
engineer.... TXU steam station Comanche peak 1999-2000 Mr. Slater is currently
employed at Shell Oil Company and will resign his position once the Company is
fully operational.
Arael Doolittle-2010 Chief Operating Officer PGI Energy; 2006-Present Pinnacle
Title Company owner/vice-president Develop and implement policies and procedures
indicated by the Texas Department of Insurance. Close loans and disburse loan s.
Responsible for the productivity and budgetary performance of the operations
department. Review title documents, easements and mitigate any open issues. Act
as liaison between customers and Title Company. Manage processing of all legal
documents and edit legal documents for accuracy of loan information. Suggested
and implemented new products that increased earnings by 43%. 2002-2006 Star
point Residential Mortgage. Increased regional sales from $25 million to $350
million from 2004 to 2005. Managed a staff of professionals in restructuring
problem business banking and commercial loans, worked with lending personnel and
borrowers to better secure collateral and/or assets of the borrower. Performed
analysis to identify possible front-end and/or back-end fraud. Identified areas
for increased security procedures and recommended to fraud prevention
associates. Developed strategic sale and marketing objectives, established sales
territories and quotas, managed budgets and evaluated sales performance of
associates. University of Illinois, B.A. Liberal Arts & Communications 1988.
--------------------------------------------------------------------------------
Lionel Johnson-2010 Chief Financial Officer PGI Energy; 2008-2010 Senior
Contract Compliance Officer City of Houston; 2007-2008 Toloje Group as
management consultant; 1994-2006 BSCI, Inc Houston, TX Operations Manager;
1990-1994 Unity National Bank as Vice President/Compliance Officer; 1987-1990
State of Texas Department of Banking, Austin, TX as Bank Examiner. University of
Texas, Austin, TX. B.S. degree, and Rice University Executive Education Program
(Operational Analysis).
Roger A.T Smith as a board member. Roger A. T Smith has over 30 years drilling,
completion, work over and production experience with a B.A. in Mechanical
Engineering. Mr. Smith is the CEO of The Sanday Corporation and is an advisor to
Petrohawk and K&M Technology Group. He has provided consulting review for the
acquisition targets of PGI Energy, and is an invaluable resource to the board.
Yvonne Hardy as a board member. Yvonne Hardy, President, Chief Underwriter,
Director, and
Secretary of OSF Financial Services, Inc. From May 1993 to January 2011, she has
been president of Tensas, Inc. She is a graduate of the University of Wisconsin
and has completed numerous courses in mortgage banking and real estate law.
Item 1.01. Entry into Definitive Material Agreement.
We have entered into a definitive material contract with all of our executive
officers. Those material contracts are referenced herein as (exhibits 10.1
-10.5) .We also entered into material agreement with Pythagoras Group and Robert
Gandy as our investment banker and chief credit underwriter. We further, entered
into a material contract with law firm Grealish & McZeal as our chief counsel.
The company has entered into a definitive investment agreement with Wakabayashi
Fund, LLC Japanese Limited Liability Company, Address: 4-13-20Mita Minato-Ku,
Tokyo, Japan 108-0073 to provide capital through institutional investors via
private placement and investor relations services.
Item 4.01 Changes in Registrant's Certifying Accountant
We are currently an OTC pink sheet non-reporting company. We have retained
McConnell & Jones LLP in Houston, TX as our auditors to perform an audit of the
company to become fully reporting.
Item 9.01 Exhibits:
Exhibit 10.1 Material Contract EMPLOYMENT AGREEMENT-Doolittle
Exhibit 10.2 Material Contract EMPLOYMENT AGREEMENT-Johnson
Exhibit 10.3 Material Contract EMPLOYMENT AGREEMENT-McZeal
Exhibit 10.4 Material Contract EMPLOYMENT AGREEMENT-Robinson
Exhibit 10.5 Material Contract EMPLOYMENT AGREEMENT-Slater
Exhibit 10.6 Material Contract Grealish& McZeal
Exhibit 10.7 Material Contract Pythagoras Group Tensas-PGI Energy
Exhibit 10.8 Material Contract WFLLC Consulting IR
Exhibit 10.9 Material ContractWFLLC Consulting Agreement
Exhibit 99.1 PPM Subscription Agreement
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