Form 8-K TEMN Completion of Acquisition More in
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Form 8-K TEMN Completion of Acquisition
More info here http://biz.yahoo.com/e/120111/temn.ob8-k.html
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ENTRY INTO PURCHASE AGREEMENT FOR MAJORITY CONTROL OF ISSUER
On January 5, 2012, the Corporation had the majority controlling interest changed to the control of Emperial Americas, through the purchase of four sets of Series A Preferred Shares by Victory Partners, LLC. In a private sale, the four main holders of 60 Series A Preferred Shares, being Dennis R. Duffy (15 preferred shares) Janet Okerlund (15 preferred shares), Daniel Duffy (15 preferred shares) and Norman Francis (15 preferred shares). Additionally, Victory Partners received the rights to 1 billion common shares held by the same four individuals in the amount of 250 million shares each. Such shares were purchased by Victory Partners, and thus controlling interest of the Company was passed while simultaneously, a share exchange agreement was entered into for simultaneous exchange of such preferred shares with Victory Partners, for a sum of $475,000.00 to be owed to Victory Partners from the Emperial Americas. Additionally Victory Partners negotiated the purchase and assignment of some $720,000 in debt owed to the four parties previously due from Team Nation Holdings, Corp.
At the time of the agreement, the following private entities were diverged from the entity upon the acquisition of Emperial Americas interest into the Corporation on January 5, 2012. The following entities were:
Real Estate Services Holding, Inc. a California Corporation Team Nation Holding Corporation, a California Corporation Team Title, Inc. a Delaware Corporation
Escrow Nation, Inc. a California Corporation TSS Escrow, Inc. a California Corporation
On January 5, 2012, the Board of Directors executed resolutions whereby the name of the Corporation was changed to Emperial Americas, Inc. and the address of the Corporation was to be made at Emperial Americas, Inc. located at Sarasota Courthouse Center, 1990 Main Street, Suite 150, Sarasota, Florida 34236.
Additional filings for disclosures under Items 2.01 and 9.01 of Form 8-K will be enhanced with further filing by the registrant within the necessary time period. Items which will be filed under 9.01 will include pro forma financial information to be included, which shall include the audited financials of Emperial Americas.
Emperial Americas and Victory Partners were indemnified against all claimants for any debt to which there may exist from Team Nation Operations by the selling shareholders of their preferred shares.
> DD prior to Emperial Americas Acquisition
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