Completion of Acquisition or Disposition of Assets.
Share Exchange Agreement
On November 20, 2014, Chuma Holdings, Inc. (the Company) entered into a Share Exchange Agreement (the Agreement) with Paul Shively and Associates, Inc. (PSA), a Nevada corporation, and its sole stockholder, Mr. Paul Shively. The Company, PSA and Mr. Shively may collectively be referred to as Parties, or individually as, Party.
Under the Agreement, the Company acquired 100% of PSAs issued and outstanding shares. In return, Mr. Shively, as the sole stockholder of PSA, received 1,790,000 shares of the Companys common stock (the Share Exchange). As a result of the Share Exchange, PSA is now a wholly-owned subsidiary of the Company that will continue its operations in Californias legal cannabis industry.
Mr. Shively, PSAs sole stockholder, is the Companys Chief Financial Officer, Treasurer, and a member of the Board of Directors. Mr. Shively abstained when the Companys Board of Directors voted to approve the Share Exchange with PSA. The Company and PSA, after considering PSAs intellectual property, contracts, personnel, business plans, and projections, agreed on a valuation and then converted the value into shares of common stock using a conversion price derived directly from the Companys recent financing activities with independent third parties.
PSA is a corporate compliance and administrative services entity focused upon servicing the legal cannabis industry operating in California. Among other things, PSA assists legal cannabis industry participants with bookkeeping, tax planning, payroll, human resources, and compliance services. PSA has its own clients and legal and owns proprietary trade information that the Company deems to be of significant value. Examples include PSAs client database and legal cannabis industry compliance materials.
Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
As of the date of filing this Current Report on Form 8-K, it is impracticable for the Company to provide the financial statements required by Item 9.01(a) of Form 8-K. In accordance with Item 9.01(a)(4) of Form 8-K, such financial statements will be filed by amendment to this Form 8-K within 71 days after the required filing date for this Current Report.
(b) Pro Forma Financial Information.
As of the date of filing this Current Report on Form 8-K, it is impracticable for the Company to provide the pro forma financial information required by Item 9.01(b) of Form 8-K. In accordance with Item 9.01(b)(2) of Form 8-K, such financial information will be filed by amendment to this Form 8-K within 71 days after the required filing date for this Current Report.
The following Exhibits are filed as part of this report:
Press release dated November 21, 2014.
Share Exchange Agreement