Item 1.01 Entry into a Material Definition Agreement
Universal Resources, (the "Company") a Nevada
corporation, formerly known as
Global Immune Technologies Inc
, entered into a Securities Exchange Agreement
effective as of February 3, 2014
, to acquire no less than 70% of the issued and
outstanding stock of Meekom Gold Exchange and Refinery Corp. Limited
a Solomon Islands, registered corporation, from the Meekom shareholders ("Meekom
Transaction") in exchange for Convertible Preferred Stock ("Preferred
Stock"). At the Closing of the Meekom Transaction on February 18, 2014
Company declared a 10 to 1 reverse stock split. The Preferred Stock to be issued
to the Meekom shareholders will have a 9 to 1 voting rights and conversion
ratio. The Preferred Stock will not be convertible until after Finra approval is
In connection with the Meekom Transaction, the Company reincorporated in Nevada
under the new name Universal Resources. Both the name change and reverse stock
split will not be recognized or effective for trading purposes on the OTC
Markets until each is approved by Finra and a new trading symbol is
issued. Until such time that Finra approval is received, the Company's common
stock will continue to trade under the symbol "GIMU" .
Item 2.01 Completion of Acquisition or Disposition of Assets
See response to Item 1.01 above. The transaction closed, effective as of
February 18, 2014
Item 3.02 Unregistered Sales of Equity Securities
(a) Effective at the Closing February 18, 2014
, the Company issued 22,098,380
shares of its Series A Convertible Preferred Stock in exchange for all of the
outstanding shares of Meekom. See Item 1.01. above.
(c) See 3.02 (a) and Item 1.01 above.
(d) Exemption claimed under Section 4(2) under the Securities Act . The
Preferred Stock is being issued in a transaction not involving a public
offering. Each recipient of the Preferred Stock has represented to the Company
that he or she is an "accredited investor" as that term is defined under Section
5.01 of the Securities Act. See Section
2.07 through Section 2.11 of the SEA,
attached as Exhibit No. 10.1 attached to the Form 8-K.
(e) Upon receipt of the approval of the transaction by Finra, each share of the
Preferred Stock is convertible into nine (9) shares of Common Stock.
Item 5.01 Change in Control of Registrant
(1) All of the Meekom Shareholders. See Item 1.01 above.
(2) See Item 1.01 above.
(3) The Meekom Shareholders will own, in the aggregate, approximately 90% of
the Company's outstanding securities.
(4) The common stock of Meekom was exchanged for the Company's Preferred Stock.
(6) The Company.
Item 5.02 Departure of Director or Certain Officers; Election of
Director; Appointment of Certain Officers; Compensatory Arrangements of certain
(1) 5.02(d)(1) Michael Holbrook, David Frank, Tyler Holbrook and David Wolf
were appointed directors effective on February 18, 2014, in connection with
the Meekom Transaction. Stewart Sytner was re-appointed a director. Jeffrey
Bruhyell was not re-appointed a director. See Item 1.01
2. The biographies of each of the new directors listed above in 5.02(d)(1) are
as follows:David Michael Holbrook
- Director, President & Chief Executive OfficerMr. Holbrook
lives in Oklahoma City, Ok.
He graduated from Central State
, with a Bachelor of Science degree in Business. He has served in
several positions both within large Corporations and small companies as officer
and director, and as a consultant. He started with Borg Warner
college graduation, specializing in technical assistance within the oil and gas
industry in the stimulation and cementing of oil and gas wells and maximizing
production. He worked in various capacities, including operations and sales
management positions within the company until 1976, when he began independent
consulting work for several companies. His consulting company expanded into the
evaluation of business investments and opportunities in addition to Oil and Gas.
During the 1980's and early 90's he owned and operated two mining operations
including a floatation mill that processed 3000 tons per day.
During the 1990's thru 2003, Mr. Holbrook
evaluated several opportunities within
the Russian Republic's
involving oil and gas along with refinery and shipping
ventures. He also spent several months in Africa
in the Gold Coast Countries and
helped in the beginning of an airline and seafood business, and the installation
of two refineries. He has been in charge of the start-up of three USDA Food
Processing Plants, and was responsible for the national sales marketing
development of all three.
Since 2004, he has been assisting on the creation and development of major
opportunities in the South Pacific
, concentrating on Bougainville, Solomon
Islands, and in PNG.Tyler Holbrook
- DirectorTyler Holbrook
has over 10 years of executive experience at organizations
ranging from 5 people to tens of thousands. He is a dedicated leader with a
proven track record in both strategy and execution. A strong foundation in
business, technology, and operations allows Holbrook to evaluate and develop
strategies and solutions from a wide range of options. He received a Bachelor's
Degree in Management Information Systems from the University of Central
, College of Business
Holbrook is versed at scaling businesses intelligently. He has profitably grown
small teams in single locations to large teams across 4 continents via organic
and inorganic growth. He has developed and implemented global technical
infrastructure and operations to support millions of users around the world at
both private and public companies.David R. Frank
- Director and Secretary and CFOMr. Frank
lives in the Austin, Texas
area and has provided solutions to the
banking industry for over 25 years. He is presently Co-Founder and Managing
Director of Correspondent Accounts with BancLeasing LLC
in Austin, Texas
also consults with BancAssets, LLC
which provides Fortune 1000 company credits
to be participated with community and mid-tier banks allowing them to increase
their loan portfolios and profitability. He previously served as Co-Founder and
President of Banking Solutions, Inc.
, Co-Founder and Co-CEO of BancLeasing, Inc.
and helped finance and launch FundsXpress, Inc.
(acquired by First Data
). More than 800 banks have licensed the services of these companies since
1993. Mr. Frank
has worked with community and mid-tier banks to secure over $3
in high quality loans. He graduated Magna Cum Laude from Texas A&M
with a Bachelor of Science degree in Industrial Distribution (College
).David L. Wolf
, DirectorMr. Wolf
received an MBA in Taxation and a BBA in Accounting from Bernard M.
Baruch College of CUNY
. He began his career as a Tax Accountant with Laventhal &
Howath. From 1978-1984, Mr. Wolf
was the Owner/Operator of Yama Maritime,
operating 8 cargo vessels ranging in size from 14000 to 24000 DWT. From
1984-1998 he was with Edward S. Gordon Company, Inc.
as Executive Managing
Director/Property Management/Operations. Profit and loss responsibility for 25
million square feet of commercial space in 50 buildings in the New York
metropolitan area. Directed a department of over 150 employees, consisting of
both Senior Property Managers, Property Controllers, financial executives, and
administrative staff. Reported to President/CEO.
Since 1999, Mr. Wolf
represents David L. Wolf Consulting, Inc.
established to provide project management and consulting services providing end
to end Real Estate Consulting
and construction services to both owner and
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
(a) (1) January 27, 2014.
(2) Articles of Conversion were filed with the Nevada
Secretary of State on
January 27, 2014
, pursuant to which the State of Incorporation of the Company
was converted from Wyoming
. Concurrently therewith, new Articles of
Incorporation for the Company were filed with the State of Nevada
Item 5.07 Submission of Matters to a Vote of Security Holders.
The approval of this transaction was not submitted to a vote of security holders
of the Company. The transaction was approved by the written consent of a
majority of the outstanding shares of the Company common stock. The Company will
file an Information Statement under rule 14c-2 under the Securities Exchange Act
of 1934, as amended.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
3(i).1 Articles of Conversion filed on January 27, 2014
3(i).2 Articles of Incorporation of the Company filed January 27, 2014
3(i).3 Form of Certificate of Designation, Preference and Rights of
10.1 Securities Exchange Agreement dated as of February 3, 2014