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VAPN > SEC Filings for VAPN > Form 8-K on 7-Nov-2012All Recent SEC Filings

Show all filings for VITAS GROUP, INC.

Form 8-K for VITAS GROUP, INC.


7-Nov-2012

Entry into a Material Definitive Agreement, Results of Operations and Financial


Item 1.01 Entry into a Material Definitive Agreement.

Stock Purchase Agreement

On November 6, 2012 Vitas Group, Inc. (the "Company"), Irina Tchernikova (the "Seller") and Greg May and Lars Aarup Poulsen (the "Purchasers") entered into and closed a stock purchase agreement (the "Stock Purchase Agreement"), whereby the Purchasers purchased from the Seller, 2,500,000 shares of common stock, par value $0.001 per share, of the Company(the "Shares"), representing approximately 83.19% of the issued and outstanding shares of the Company, for an aggregate purchase price of $150,000 (the "Purchase Price"). Prior to the closing of the Stock Purchase Agreement, Seller was our President, Chief Executive Officer, Chief Financial Officer, sole director, and majority shareholder.

The foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, we acquired the Company pursuant to the Stock Purchase Agreement. Item 5.01(a)(8) of Form 8-K provides that if the Company was a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the Exchange Act) immediately before the Change of Control, then the Company must disclose the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the Company's securities subject to the reporting requirements of
Section 13 of the Exchange Act upon consummation of the Change of Control.

To the extent that the Company might have been considered to be a shell company immediately before the Change of Control, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that the information provided below relates to the Company after the Change of Control of Vitas Group, Inc. except that information relating to periods prior to the date of the Change of Control relate only to the prior operations of Vitas Group, Inc. unless otherwise specifically indicated.

DESCRIPTION OF BUSINESS

Our Corporate History and Background

VITAS GROUP, INC. was incorporated in the State of Nevada on May 13, 2011. We were in the business of placing and operating coin operated boxing machines in public venues with high traffic flow in Ecuador. Prior to the Change of Control, we had not generated any revenue and our operations were limited to capital formation, organization and development of our business plan. As a result of the Change of Control, we ceased our prior operations and we now intent to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions..

Change of Control

On November 6, 2012, we completed the Change of Control whereby Greg May and Lars Aarup Poulsen each acquired 1,250,000 shares outstanding capital stock of Vitas Group, Inc. in exchange for an aggregate amount of $150,000.

In connection with the Change of Control, Irina Tchernikova resigned as the sole member of our board of directors and chief executive officer of the Company, effective upon the closing of the Change of Control. Also effective upon closing of the Change of Control, the Board appointed Lars Aarup Poulsen to serve as the President, Chief Executive Officer, and director of the Company. The Board also appointed Greg May to serve as Chief Operating Officer, Vice President and director of the Company. The Board also appointed Steve Matteson to serve as Chief Financial Officer of the Company.

In the future, we plan to change our name to more accurately reflect our new business operations.

Plan of Operations

We will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with any target company.

Perceived Benefits

There are certain perceived benefits to being a reporting company with a class of publicly- traded securities. These are commonly thought to include the following:

* the ability to use registered securities to make acquisitions of assets or businesses;

* increased visibility in the financial community;

* the facilitation of borrowing from financial institutions;

* improved trading efficiency;

* shareholder liquidity;

* greater ease in subsequently raising capital;

* compensation of key employees through stock options for which there may be a market valuation;

* enhanced corporate image;

* a presence in the United States capital market.

Potential Target Companies

A business entity, if any, which may be interested in a business combination with us may include the following:

* a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses;

. . .



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Prior to the Change of Control, we were in the business of placing and operating coin operated boxing machines in public venues with high traffic flow in Ecuador. Following the Change of Control, we intend to enter into strategic mergers and acquisitions.

Results of Operation

We are a development stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Three Month Period Ended August 31, 2012 Compared To The Three Month Period Ended August 31, 2011

Our net loss for the three month period ended August 31, 2012 was $6,100 compared to a net loss of $3,408 during the three months period ended August 31, 2011. During the three month period ended August 31, 2012, we did not generate any revenue.

During the three month period ended August 31, 2012, we incurred general and administrative expenses $6,100 compared to $3,408 incurred during the three months period ended to August 31, 2011. General and administrative and professional fee expenses incurred during the three month period ended August 31, 2012 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting and developmental costs.

The weighted average number of shares outstanding was 3,005,000 for the three month period ended August 31, 2012.

Liquidity and Capital Resources

Three Month Period Ended August 31, 2012

As at August 31, 2012, our current assets were $11,855 compared to $17,955 in current assets at May 31, 2012. Current assets were comprised of $8,293 in cash and $3,562 in prepaid expenses. As at August 31, 2012, our current liabilities were $3,775. Current liabilities were comprised of $3,775 in loan from Director. Stockholders' equity decreased from $14,180 as of May 31, 2012 to $8,080 as of August 31, 2012.

Cash Flows From Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended August 31, 2012, net cash flows used in operating activities was $4,100 consisting of a net loss of $6,100 and decrease in prepaid expenses of $2,000. Net cash flows used in operating activities was $23,232 for the period from inception (May 13, 2011) to August 31, 2012.

Cash Flows From Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the three month period ended August 31, 2012 we have not generated any cash flow provided by financing activities. For the period from inception (May 13, 2011) to August 31, 2012, net cash provided by financing activities was $31,525 received from proceeds from issuance of common stock and loan from Director.

Plan Of Operation And Funding

Our cash reserves are not sufficient to meet our obligations for the next twelve month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of shares of our common stock. We may also seek to obtain short-term loans from our directors or unrelated parties, although no such arrangements have been made. We do not have any arrangements in place for any future equity financing.

Material Commitments

As of August 31, 2012, we had no material commitments.

Purchase Of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

The independent auditors' audit report accompanying our May 31, 2012 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

DESCRIPTION OF PROPERTY

Our principal executive offices are located in 50 W. Liberty St. #880, Reno, NV, 89501. We use this property pursuant to a lease agreement, whereby we pay $50 per month. The lease expires on May 31, 2012.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our shares of common stock beneficially owned as of the closing of the Stock Purchase Agreement for (i) each stockholder known to be the beneficial owner of 5% or . . .



Item 5.01 Changes in Control of Registrant.

Reference is made to the disclosure set forth under Items 1.01 of this Report, which disclosure is incorporated herein by reference.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

In connection with the closing of the Stock Purchase Agreement, on November 6, 2012, Irina Tchernikova submitted to the Company a resignation letter pursuant to which she resigned from his position as director of the Company. In addition, Ms. Tchernikova resigned from her position as President, Chief Executive Officer, and Chief Financial Officer of the Company. The resignation of Ms. Tchernikova was not a result of any disagreements relating to the Company's operations, policies or practices.

On November 6, 2012, by a consent to action without meeting by unanimous consent of the board of directors of the Company (the "Board"), the Board accepted the resignation of Ms. Tchernikova and appointed Lars Aarup Poulsen to serve as the President, Chief Executive Officer, and director of the Company. The Board also appointed Greg May to serve as Chief Operating Officer, Vice President and director of the Company.

Lars Aarup Poulsen, 59, has served as the Chief Executive Officer, President, and Director of Vitas Group, Inc. since November 6, 2012. Since 2007, Mr. Poulsen has been the CEO and head of sales of Sealand Living A/S. Mr. Poulsen graduated from Graphic Arts Institute of Denmark. Additionally, Mr. Poulsen graduated from the Copenhagen Business School

Greg May, 49, has served as the Chief Operating Officer, Vice President, and Director of Vitas Group, Inc. since November 6, 2012. Since 1987, Mr. May has been the CEO President of PSP International Inc., a company that manufacturer sporting goods and apparel for domestic and international sales. Mr. May received his Bachelor of Arts in Education from the United States International University.

Steve Matteson, has served as the Chief Financial Officer of Vitas Group, Inc. since November 6, 2012. Since 2005, Mr. Matteson has been the President of Twin Tiers Consulting, a firm that provides advisory and investment management services. In 2000, Mr. Matteson co-founded the boutique financial planning firm, Burns Matteson Capital Management, and served as its Chief Operations Officer until 2005. Mr. Matteson received an MBA from the University of South Carolina, a M.A. in International Business from Vienna University of Economic and Business Administration, and received his Bachelor's degree in Business Administration from Mansfield University.

As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.

Family Relationships

There are no family relationships between Greg May, Lars Aarup Poulsen, and Steve Matteson, and any previous officers or directors of the Company.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.

Employment Agreement

The Company has not entered into any employment agreements with any of its officers.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit
Number    Description
10.1      Stock Purchase Agreement, dated November 6, 2012, by and among Vitas
          Group, Inc., Irina Tchernikova, Greg May, and Lars Aarup Poulsen.

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