UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
______________________
Date of
Report (Date of earliest event reported): November 22, 2010 (November 17,
2010)
Keyser
Resources, Inc.
(Exact
Name of Registrant as Specified in its Charter)
______________________________________________________________________________
|
Nevada
|
333-159561
|
N/A
|
|
(State of
Incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
621
Sherwood Circle NW,
Calgary,
Alberta T3R 1R3
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (403) 455-7185
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
FORWARD-LOOKING
STATEMENTS
Certain
statements contained in this Current Report on Form 8-K constitute
“forward-looking statements.” These statements, identified by words such as
“plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar
expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth in this Current Report on Form 8-K. We do
not intend to update the forward-looking information to reflect actual results
or changes in the factors affecting such forward-looking information. We advise
you to carefully review the reports and documents we file from time to time with
the Securities and Exchange Commission (the “SEC”), particularly our Annual
Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports
on Form 8-K.
As used in this report, the terms “we,”
“us,” “our,” “Keyser,” and the “Company” means Keyser Resources, Inc., unless
otherwise indicated.
ITEM
5.01 Changes in Control of Registrant.
On
November 17, 2010, Maurice Bidaux transferred 750,000 shares of the Common
Stock, $0.001 par value per share, of the Company (the “Common
Stock”), to Alvaro Vollmers for cash consideration of $71,750, pursuant to a
stock purchase agreement. Mr. Vollmers used his personal funds for
the purchase. Also on November 17, 2010, Mr. Bidaux sold 2,250,000
shares of Common Stock to John G. Rhoden for cash consideration of $215,250,
pursuant to a stock purchase agreement. Mr. Rhoden used his personal
funds for the purchase. The stock transfers by Mr. Bidaux to Mr. Vollmers and
Mr. Rhoden are collectively referred to herein as the ‘Stock
Transfers”.
Immediately
prior to the Stock Transfers, Mr. Bidaux owned approximately 52% of the issued
and outstanding shares of Common Stock. He was also the sole director and
officer of Keyser. Mr. Bidaux owned no shares of Common Stock after
the Stock Transfers. Immediately following the Stock Transfers, Mr.
Rhoden owned approximately 39% of the issued and outstanding shares of Common
Stock, and Mr. Vollmers owned approximately 13%. As disclosed in Item 5.02
below, Mr. Bidaux resigned as sole director and officer of Keyser, effective
immediately prior to the Stock Transfers to Mr. Vollmers and Mr.
Rhoden.
There are
no arrangements or understandings among members of both the former and the new
control groups and their respective associates with respect to election of
directors or other matters. We are not aware of any arrangement that might
result in a change in control in the future.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
November 17, 2010, Maurice Bidaux resigned from his positions as the
sole member of the Board of Directors and from each office he held as an officer
of Keyser, effective immediately prior to the Stock Transfers. To the
knowledge of the executive officers of Keyser, Mr. Bidaux’s resignation was not
due to any disagreement with Keyser on any matter relating to its operations,
policies or practices.
The
stockholders owning at least a majority of the issued and outstanding shares of
Common Stock of Keyser, acting by written consent in lieu of a special meeting
to be effective immediately before the Stock Transfers, accepted Mr. Bidaux’s
resignation and elected Alvaro Vollmers to serve as his replacement as the sole
director of Keyser, effective on November 17, 2010. The Written Consent was
signed by Mr. Bidaux, who owned approximately 52% of the shares of Common Stock
before the Stock Transfers. Mr. Vollmers subsequently appointed
himself to serve as the President, Treasurer, and Secretary of Keyser, and
removed any other officers of Keyser, effective as of November 17,
2010.
Since
January 4, 2010, Mr. Vollmers has served as President, Secretary, Treasurer and
the sole member of the Board of Directors of American Liberty Petroleum Corp., a
Nevada corporation (“ALP”), which is currently traded on the
OTCBB. Mr. Vollmers has served as President and CEO of Bald Eagle
Energy, Inc., a Nevada corporation, from April 2009, and as a member of its
Board of Directors from April, 2008. Mr. Vollmers holds a Master of
Business Administration degree from the London Business School. From
August 2004 to July 2006, Mr. Vollmers worked as a project management
consultant, project manager and project management supervisor at the Ministry of
Economy and Finance for the Republic of Peru. His tasks included the
supervision of two project managers who were in charge of the financial and
operation management of various multi-sector technical assistance
projects. These projects were partially financed by the World Bank,
the Inter-American Development Bank and the Japan Social Development
Fund. From July 2006 to July 2007, Mr. Vollmers served as manager in
charge of marine and aviation insurance at Pacifico Seguros. Since
July 2007, Mr. Vollmers has acted as an independent consultant for various
businesses.
Mr.
Vollmers is not participating in any employee compensation plans, nor is he
currently drawing a salary or receiving any other payments for serving as an
officer and director of Keyser. However, Keyser anticipates that it
may institute a mutually acceptable compensation package for Mr. Vollmers at
some point in the future.
5.07
Submission of Matters to a Vote of Security Holders.
As
described in Item 5.02 above, the stockholders owning at least a majority of the
issued and outstanding shares of Common Stock of Keyser, acting by written
consent in lieu of a special meeting, accepted Mr. Bidaux’s resignation as the
sole director of Keyser, and elected Alvaro Vollmers to serve as his replacement
, effective on November 17, 2010. The Written Consent was signed by Mr. Bidaux,
who owned approximately 52% of the shares of Common Stock before the Stock
Transfers.
SIGNATURE
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.
| Date: November 22, 2010 | KEYSER RESOURCES, INC. | ||
|
|
By:
|
/s/ Alvaro Vollmers | |
| President, Treasurer and Secretary | |||