Attached files
file | filename |
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EX-3.1 - CERTIFICATE OF AMENDMENT - PRESTON CORP. | exhibit31.htm |
EX-3.2 - CERTIFICATE OF DESIGNATION - PRESTON CORP. | exhibit32.htm |
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): December 29, 2014
PRESTON CORP. |
(Exact Name of Registrant as Specified in its Charter) |
Commission File Number: 333-193967
Nevada | 46-4474279 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
311 West Third Street, Suite 4001, Carson City, NV 89703 |
(Address of Principal Executive Offices, Including Zip Code) |
(775) 345-3449 |
(Registrant's Telephone Number, Including Area Code) |
(Former name or former address, if changed since last report)
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:
[_] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[_] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12) |
[_] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b)) |
[_] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c)) |
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Information included in this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information may involve known and unknown risks, uncertainties and other factors which may cause New Western Energy Corporations (NWE) actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe NWEs future plans, strategies and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. NWEs actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, NWE undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
SECTION 2 FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 27, 2015, pursuant to a License Purchase Agreement, the Company acquired all of the right, title and interest in and to a license to develop and mine for gold on approximately 80.4 square kilometers located southeast of Handeni in eastern Tanzania (the License). The License was acquired from AFGF (Tanzania) Ltd. (AFGF) for 500,000 shares of the Companys Series A Preferred Convertible Preferred Stock (the Purchase Price). AFGF is a wholly-owned subsidiary of Kokanee Placer Ltd., a corporation wholly-owned by Laurence Stephenson, the President, director and majority shareholder of the Company. The Board reviewed the transaction, and without Mr. Stephenson voting, the transaction was approved. The Board believes that Purchase Price for this acquisition was fair and reasonable and at or below the fair market price that an independent third party would pay. The Board further believes that this acquisition is in the best interests of both the Company and its shareholders.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The disclosures set forth in Item 2.01 are incorporated by reference into this Item 3.02.
On January 30, 2015, we issued a total of 500,000 shares of our newly designated Series A Convertible Preferred Stock to Laurence Stephenson, our President, in exchange for the acquisition of a License to develop and mine for gold on property located in Tanzania.
These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The investor represented his intention to acquire the securities for investment only and not with a view towards distribution. The investor was given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.
Item 3.03 Material Modification of Rights of Security Holders
On December 29, 2014, we filed an Amendment to the Companys Articles of Incorporation (the Certificate of Amendment) with the Nevada Secretary of State. The Certificate of Amendment amended the Article 3 of the Companys Articles of Incorporation to: authorize the issuance of up to five million (5,000,000) shares of Preferred Stock, par value $0.001 per share, of which the voting and other powers, preferences and relative, participating, optional and other rights and qualifications, limitations and restrictions of the shares of such series shall be determined by the Board of Directors. As a result of the Certificate of Amendment, we now have two hundred and five million (205,000,000) authorized shares, par value $0.001 per share, consisting of two classes designated as Common Stock and Preferred Stock. The total number of shares of Common Stock that we have authority to issue is two hundred million (200,000,000) shares and the total number of shares of Preferred Stock that we have authority to issue is five million (5,000,000) shares. Our Board of Directors and a majority of our shareholders approved the Certificate of Amendment.
A copy of the Certificate of Amendment that was filed with the Nevada Secretary of State on December 29, 2014 is attached hereto as Exhibit 3.1, and is incorporated by reference herein.
On January 7, 2015, pursuant to Article 3 of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series A Convertible Preferred Stock (Series A Preferred Stock), consisting of five hundred thousand (500,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series A Preferred Stock will participate on an equal basis per-share
with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Series A Preferred Stock may convert their shares into shares of our common stock on the basis of one (1) share of common stock for every one (1) share of Series A Preferred Stock converted. Holders are further entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 200 votes for each share of Series A Preferred Stock held.
The rights of the holders of Series A Preferred Stock are defined in the Certificate of Designation filed with the Nevada Secretary of State on January7, 2015, attached hereto as Exhibit 3.2, and is incorporated by reference herein.
SECTION 5 Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Although there are no changes in control, as a result of the issuance to company controlled by Mr. Stephenson, of 500,000 Series A Convertible Preferred Stock with its provision for 200 votes for every one share of Series A Convertible Preferred Stock owned, Mr. Stephenson, together with his ownership of 98,000,000 shares of common stock, has increased his voting majority from approximately 57.6% to approximately 73.5%.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 18, 2014, the board of directors appointed Ronald Mitchell to the board of directors.
Mr. Ronald Mitchell (age 57) has worked for various mining companies in Canada for over 10 years. He is the president of Geofin, a geological and financial consulting service for developing and small mining companies. He has been responsible for organizing and setting up displays at mining shows for various companies. Mr. Mitchell has also provided investor relation services to several Canadian mining companies.
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
Section 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description |
3.1 | Certificate of Amendment |
3.2 | Certificate of Designation |
SIGNATURES
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.
Preston Corp.
/s/ Laurence Stephenson
Laurence Stephenson, President