- Amended Current report filing (8-K/A)
10 2월 2010 - 6:40AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 1, 2009
NATURAL
BLUE RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-12493
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13-3134389
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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146
West Plant Street, Suite 300, Winter Garden, Florida 34787
(Address
of principal executive offices) (zip code)
866-739-3945
(Registrant’s
telephone number, including area code)
2150
South 1300 East, Suite 500, Salt Lake City, Utah 84106
(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 (see General Instruction A.2.
below):
r
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
r
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
r
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
r
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01 Completion of Disposition.
On July
1, 2009, Natural Blue Resources, Inc., a Delaware corporation formerly known as
Datameg Corp. (the “Company”), closed its previously announced sale of its
wholly-owned subsidiary, American Marketing & Sales, Inc., a Massachusetts
corporation (“AMS”) to Blue Earth Solutions, a Nevada corporation (“Blue
Earth”), pursuant to that certain Stock Purchase Agreement dated March 18, 2009,
among the Company, AMS and Blue Earth. The Company erroneously
reported in its Form 8-K filed with the Securities and Exchange Commission on
July 1, 2009, that the sale of AMS occurred on June 30, 2009.
At the
closing of the sale of AMS, in accordance with the terms of the Stock Purchase
Agreement, the Company conveyed to Blue Earth all of the outstanding stock of
AMS in consideration of the issuance of one million shares of Blue Earth common
stock. Additionally, the Company assigned to Blue Earth and Blue
Earth assumed a certain purchase money promissory note in the principal amount
of $4,000,000 (the “Note”) made by the Company in favor of the prior
shareholders of AMS (the “Principal Shareholders”) in connection with the
previous sale of AMS to the Company in December 2007. The Note was
secured by all of the assets of AMS. In consideration for Blue
Earth’s assumption of the Note, the Company issued to Blue Earth 500,000 shares
of the Company’s common stock (adjusted for the 1 for 100 reverse stock split
effected by the Company on July 24, 2009). As of June 30, 2009, the
principal and interest due on the Note was approximately
$5,400,000.
In
connection with the sale of AMS by the Principal Shareholders to the Company in
December 2007, the Company deposited into escrow 15 million shares of the
Company’s common stock. In consideration for the consent of the
Principal Shareholders to the Company’s assignment of the Note and a complete
release by the Principal Shareholders of the Company and its officers and
directors of all liability under Note and otherwise, the Company delivered to
the Principal Shareholders the 15 million shares of the Company’s common stock
previously held in escrow.
The
Company’s stockholders approved the sale of AMS by written consent on June 18,
2009.
Item
3.02 Unregistered Sales of Equity Securities
In
connection with the stock purchase transaction which was closed on July 1, 2009,
as described in Item 2.01 above, the Company issued to Blue Earth one million
shares of the Company’s common stock. The issuance by the Company of
such shares of common stock was exempt from the registration requirements of the
Securities Act of 1933, as amended, under Section 4(2) thereof, and Rule 506 of
Regulation D promulgated thereunder.
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.
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NATURAL
BLUE RESOURCES, INC.
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Date:
February 9, 2010
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By:
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/s/ Toney
Anaya
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Toney
Anaya
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Chief
Executive Officer
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Natural Blue Resources (CE) (USOTC:NTUR)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Natural Blue Resources (CE) (USOTC:NTUR)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025