INTO A MATERIAL DEFINITIVE
On February 5, 2010, Sierra Resource
Group, Inc. (the “Company”), entered into a
Share Purchase Agreement (the "Share Purchase Agreement")
with Black Diamond Realty Management, LLC, a Florida limited liability company
(the “Purchaser”), and
Paul W. Andre, Sandra J. Andre and Suzette M. Encarnacion, the Company’s
principal stockholders (collectively, the “Sellers”). Pursuant
to the Share Purchase Agreement, and upon the terms and subject to the
conditions thereof, the Purchaser agreed to purchase an aggregate of Eight
Million Five Hundred Fifteen Thousand (8,515,000) shares (the “Shares”) of the common stock,
par value $.001, of the Company owned by the Sellers (the "Purchase Transaction") for a
purchase price equal to Three Hundred Twenty Five Thousand Dollars ($325,000)
The completion of the Purchase
Transaction was subject to the satisfaction or waiver of a number of closing
conditions set forth in the Share Purchase Agreement, including among others,
the filing of the Company's annual report on Form 10-K for the fiscal year ended
December 31, 2009, including its audited financial statements for the relevant
period, and the transfer by the Company of all of its assets and the
satisfaction of all of its liabilities and obligations.
On March 16, 2010, the Company, the
Purchaser and the Sellers entered into Amendment No. 1 to the Share Purchase
Agreement (the "Amendment") pursuant to which
the Purchase Price was reduced to Two Hundred Twenty Nine Thousand Dollars
($229,000) (the "Reduced
On March 17, 2010, the Company, the
Purchaser and the Sellers consummated the Purchase Transaction upon the
Purchaser's delivery of the Reduced Purchase Price to the Sellers and the
Sellers delivery to the Purchaser of the stock certificates representing the
The foregoing descriptions of the
Agreement and the Amendment are only summaries, do not purport to be complete
and are qualified in their entirety by reference to the copies of the Share
Purchase Agreement and the Amendment filed herewith as Exhibit 10.01 and
Exhibit 10.02, respectively, and are incorporated herein by
CHANGES IN CONTROL OF REGISTRANT.
At the closing of the Purchase Transaction, the Purchaser received approximately
seventy percent (70%) of the Company's issued and outstanding common stock. The
closing of the Purchase Transaction occurred on March 17, 2010.
In addition, effective as of March 17, 2010, in connection with the closing of
the Purchase Transaction, (i) Sandra J. Andre and Suzette M. Encarnacion
resigned from their respective positions as officers and directors of the
Company and (ii) the Board elected Michael A. Dougherty and Joshua W. Rohbock to
serve as directors of the Company. Paul W. Andre is continuing to serve as a
director and as Secretary and Treasurer of the Company until approximately ten
days after the date on which the Company's Information Statement on
Schedule 14 f-1 is filed with the SEC and mailed to all the holders of record of
the Company's common stock.
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
On March 17, 2010, effective immediately, Ms. Sandra J. Andre and Ms.
Suzette M. Encarnacion resigned from their positions as members of the Board of
Directors of the Company. In addition, Ms. Andre resigned from her
position as President of the Company.
On March 17, 2010, Paul J. Andre,
the sole remaining member of the Board of Directors of the Company appointed
Messrs. Michael A. Dougherty and Joshua W. Rohbock to
fill the vacancies created by the
resignation of Ms. Andre and Ms. Encarnacion.
Neither Mr. Dougherty nor Mr. Rohbock
have any arrangement or understanding with any persons pursuant to which he was
elected to serve as a director. Nor do Messrs. Dougherty and Rohbock have any
family relationship with any officer or director of the Company. Further,
Messrs. Dougherty and Rohbock have not been involved in any related transactions
or relationships with the Company as defined in Item 404(a) of Regulation
Mr. Dougherty, age 60, is a senior
executive with 25 years of experience in Healthcare IT. Since May
2007, Mr. Dougherty has been a regional vice president with Symantec Corp.
(formerly Transparent Logic), a provider of software solutions that create and
modify workflow without programming, where he is responsible for new business
acquisitions and growth and maintains relationships between clients and delivery
systems. Prior thereto, beginning in February 2001, Mr. Dougherty was
a regional president for Pulse Systems, Inc., a provider of software solutions
for physicians, where he was responsible for client relationships and
introducing new product lines to clients. In November 1982, Mr.
Dougherty, along with his wife, co-founded Professional Support, Inc., a markets
systems solutions and billing services provider to the health care community,
where he was also the President and Chief Executive Officer. During his career,
Mr. Dougherty has started additional firms to take advantage of various types of
healthcare opportunities. His current projects include cloud
computing for healthcare records and a nursing home medication delivery program
system. Mr. Dougherty attended the University of Denver where he
graduated with a degree in Psychology, and the University of Massachusetts
Lowell Campus where he received his MBA.
Mr. Rohbock, age 34, has extensive
experience in building and construction. He has owned and operated
SJS Construction, a retail construction corporation specializing in commercial
building including plant construction and operational tooling, for the past ten
years. Mr. Rohbock is experienced in the mining industry in the field
operations of gold mines located in Moapa, Nevada where he has managed the
production of minerals.
FINANCIAL STATEMENTS AND EXHIBITS.
10.01 Share Purchase Agreement, dated February 5 2010, by
and among Black Diamond Realty Management, LLC, Sierra Resource Group,
Inc. and Paul W. Andre, Sandra J. Andre and Suzette M.
10.02 Amendment No. 1 to Share Purchase Agreement, dated March
16, 2010, by and among Black Diamond Realty Management, LLC, Sierra
Resource Group, Inc. and Paul W. Andre, Sandra J. Andre and Suzette M.