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| URCO.PK > SEC Filings for URCO.PK > Form 8-K on 9-Jun-2011 | All Recent SEC Filings |
9-Jun-2011
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securit
On May 10, 2011, we entered into an Agreement for the Sale and Assignment and Affirmation of Obligations (the "Assignment & Affirmation Agreement") with one of our lenders and an individual in Florida, whereby we agreed to the sale and assignment of $20,000 of indebtedness from the certain lender (the "Assignor") to the individual in Florida (the "Assignee") and we affirmed our obligation to the Assignee to pay the indebtedness.
The foregoing description of the Assignment & Affirmation Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Assignment & Affirmation Agreement, which was attached as Exhibit 99.1 to the Form 8-K filed with the SEC on December 21, 2010, and is incorporated herein by reference.
In addition, on May 10, 2011 and in conjunction with the Assignment & Affirmation Agreement, we entered into an Agreement for Conversion of Indebtedness to Common Stock (the "Conversion Agreement") with the Assignee, whereby we agreed with the Assignee to convert the $20,000 indebtedness into 2,000,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.
The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Conversion Agreement, which was attached as Exhibit 99.2 to the Form 8-K filed with the SEC on December 21, 2010, and is incorporated herein by reference.
On May 30, 2011, we entered into an Agreement for the Sale and Assignment and Affirmation of Obligations (the "Assignment & Affirmation Agreement") with one of our lenders and an individual in Tennessee, whereby we agreed to the sale and assignment of $20,000 of indebtedness from the certain lender (the "Assignor") to the individual in Tennessee (the "Assignee") and we affirmed our obligation to the Assignee to pay the indebtedness.
The foregoing description of the Assignment & Affirmation Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Assignment & Affirmation Agreement, which was attached as Exhibit 99.1 to the Form 8-K filed with the SEC on December 21, 2010, and is incorporated herein by reference.
On May 30, 2011 and in conjunction with the Assignment & Affirmation Agreement of the same date, we entered into an Agreement for Conversion of Indebtedness to Common Stock (the "Conversion Agreement") with the Assignee, whereby we agreed with the Assignee to convert the $20,000 indebtedness into 2,000,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.
The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Conversion Agreement, which was attached as Exhibit 99.2 to the Form 8-K filed with the SEC on December 21, 2010, and is incorporated herein by reference.
On June 3, 2011, we entered into an Agreement for the Sale and Assignment and Affirmation of Obligations (the "Assignment & Affirmation Agreement") with one of our lenders and an entity in New York, whereby we agreed to the sale and assignment of $65,000 of indebtedness from the certain lender (the "Assignor") to the entity in New York (the "Assignee") and we affirmed our obligation to the Assignee to pay the indebtedness.
The foregoing description of the Assignment & Affirmation Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Assignment & Affirmation Agreement, which was attached as Exhibit 99.1 to the Form 8-K filed with the SEC on December 21, 2010, and is incorporated herein by reference.
On June 3, 2011 and in conjunction with the Assignment & Affirmation Agreement of the same date, we entered into an Agreement for Conversion of Indebtedness to Common Stock (the "Conversion Agreement") with the Assignee, whereby we agreed with the Assignee to convert the $65,000 indebtedness into 6,500,000 shares of our common stock subject to the terms and conditions of the Conversion Agreement.
The foregoing description of the Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Conversion Agreement, which was attached as Exhibit 99.2 to the Form 8-K filed with the SEC on December 21, 2010, and is incorporated herein by reference.
On June 7, 2011, we issued 2,000,000 shares of our common stock to an individual
in Florida pursuant to an Agreement for Conversion of Indebtedness to Common
Stock, dated May 10, 2011, entered into with the individual in Florida at a
price of $0.01 per share resulting in the elimination of $20,000 of indebtedness
on our books. We believe that the issuance is exempt from registration under
Section 4(2) of the Securities Act of 1933, as amended.
(d) Exhibits
Exhibit No. Description of Exhibit
99.1(1) Form of Agreement for the Sale and Assignment and Affirmation of Obligations
99.2(2) Form of Agreement for Conversion of Indebtedness to Common Stock
Notes:
(1) Previously filed as Exhibit 99.1 to the Form 8-K filed with the SEC on
December 21, 2010, and incorporated herein by reference.
(2) Previously filed as Exhibit 99.2 to the Form 8-K filed with the SEC on December 21, 2010, and incorporated herein by reference.
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