Attached files
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| EX-10.1 - STOCK PURCHASE AGREEMENT BY AND BETWEEN JOHN FAHLBERG AND JOHANNES PETERSEN - INCEPTION MINING INC. | f8k021210ex10i_golfall.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-K
___________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
DATE OF
REPORT (Date of Earliest Event Reported): February 12,
2010
THE
GOLF ALLIANCE CORPORATION
(Exact
Name of Registrant As Specified In Charter)
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NEVADA
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333-147056
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35-2302128
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(Commission
File No.)
|
(IRS
Employee
Identification
No.)
|
10775 Double R
Boulevard
Reno,
Nevada 89521
(Address
of Principal Executive Offices)
(775)
996-8200
(Issuer
Telephone Number)
12926
Morehead Chapel Hill, North Carolina 27517
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
February 12, 2010 (the “Closing Date”), Johannes Petersen (“Petersen”) acquired
the majority of the issued and outstanding common stock of The Golf Alliance
Corporation, a Nevada corporation (the “Company”), in accordance with
a stock purchase agreement (the “Stock Purchase Agreement”) by and between
Petersen and John Fahlberg (“Fahlberg”). On the Closing Date,
pursuant to the terms of the Stock Purchase Agreement, Petersen purchased from
Fahlberg one hundred percent (100%) of Fahlberg’s shares in the Company,
consisting of 5,000,000 shares of the Company’s common stock, par value $0.00001
per share (the “Acquired Shares”) for a total purchase price of Twenty-Five
Thousand dollars ($25,000). The Acquired Shares represent approximately 86.2% of
the Company’s issued and outstanding common stock upon closing of the Stock
Purchase Agreement.
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
On the
Closing Date, pursuant to the terms of the Stock Purchase Agreement, Petersen
purchased a total of 5,000,000 shares of the Company’s common
stock. The total of 5,000,000 shares sold to Petersen represents
86.2% of the issued and outstanding common stock of the Company after the
issuance. As part of the issuance, and pursuant to the Stock Purchase
Agreement, the following changes to the Company's directors and officers have
occurred:
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●
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As
of the Closing Date, Petersen was appointed as the Company's President,
Chief Executive Officer, Chief Financial Officer, Secretary and
Director.
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●
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Concurrently,
John Fahlberg resigned as the Company's President, Chief Executive
Officer, Chief Financial Officer, Secretary and as a Director on the
Closing Date.
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ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
John
Fahlberg resigned as the Company's President, Chief Executive Officer, Chief
Financial Officer and any other officer positions held by him on the Closing
Date. John Fahlberg also resigned as a member of the Company’s Board of
Directors on the Closing Date. At the time of resignation, Mr.
Fahlberg was not a member of any committee of the board of
directors. The resignation was not the result of any disagreement
with the Company on any matter relating to the Company's operations, policies or
practices.
Margaret
C. Fahlberg resigned as a member of the Company's Board of Directors on the
Closing Date. At the time of resignation, Ms. Fahlberg was not a
member of any committee of the board of directors. The resignation
was not the result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices.
On the
Closing Date, Mr. Johannes Petersen was appointed as the Company's President,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a
member of the Board of Directors. As of the date of this filing, Mr.
Petersen has not been appointed to any committee of the board of
directors.
Mr. Johannes Petersen, Chief Executive
Officer, Chief Financial Officer, President, Secretary, Treasurer and
Director
Johannes
Petersen. Age, 37, Mr. Petersen holds a BSc in Economics from
Universidad del Pacifico (Peru) and an MBA degree from the London Business
School (UK). He brings to the Company experience gained from multiple
managerial and directorship positions within diverse private and public
companies. Since completing his business school studies, Mr. Petersen gained
business development and business planning experience with an emphasis in the
resources industry. He has worked in business planning and development for
natural resource projects and has also covered several functions within the
financial services industry, ranging from fixed income to currency trading.
Mr. Petersen currently sits on the board of directors of Reflection Oil
& Gas Partners Ltd., a private UK company of which he was a founder; and
Hainan Mining Corporation Ltd., a private UK company of which he was a founder.
Mr. Petersen is also currently a director and Chief Financial Officer of
American Sierra Gold Corp. (OTCBB: AMNP.OB). Mr. Petersen formerly worked
for Century Petroleum Corp. (f/k/a SOM Resources Inc.), a U.S. public company,
currently quoted on the Pink Sheets, Dragon Gold Resources Inc. (n/k/a Edgeline
Holdings, Inc.), a U.S. company previously listed on the OTC Bulletin Board and
formerly worked in Lima, Peru for the following: Peru Scan Trading SAC,
Credibolsa SAB, Banco de Credito del Peru and CONASEV (Peruvian securities
regulation agency equivalent to the SEC).
As of the
date of this filing, there has not been any material plan, contract or
arrangement (whether or not written) to which Mr. Johannes Petersen is a party
in connection with this appointment as a director and an officer of this
Company.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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Exhibit
#
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Description
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10.1
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Stock
Purchase Agreement by and between John Fahlberg and Johannes
Petersen.
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SIGNATURES
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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THE
GOLF ALLIANCE CORPORATION
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By:
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/s/ Johannes
Petersen
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JOHANNES
PETERSEN
Chief
Executive Officer & President
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Dated:
February 18, 2010