Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) April 28, 2010
BELLA VIAGGIO, INC.
(Exact name of registrant as specified in its charter)
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NEVADA 000-53450 38-3759675
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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2120 58TH AVENUE, SUITE 107, VERO BEACH, FLORIDA 32966
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(Address of principal executive offices, including zip code)
(772) 266-5554
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(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FORWARD-LOOKING STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
This Current Report contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements concerning plans, objectives, goals, strategies, future
events or performance, and underlying assumptions and other statements that are
other than statements of historical facts. These statements are subject to
uncertainties and risks including, but not limited to, demand and acceptance of
services, changes in governmental policies and regulations, economic conditions,
the impact of competition and pricing, and other risks defined in this document
and in statements filed from time to time with the Securities and Exchange
Commission (the "SEC"). All such forward-looking statements, whether written or
oral, and whether made by or on behalf of the Company, are expressly qualified
by the cautionary statements and any other cautionary statements which may
accompany the forward-looking statements. In addition, the Company disclaims any
obligation to update any forward-looking statements to reflect events or
circumstances after the date hereof.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
SECURITIES PURCHASE AGREEMENTS
On April 28, 2010 (the "ACQUISITION CLOSING DATE"), Bella Viaggio, Inc., a
Nevada corporation (the "COMPANY"), entered into a Securities Purchase Agreement
dated as of April 16, 2010 (the "PRINCIPAL AGREEMENT") with Kenneth Stead, an
individual (the "PURCHASER") and Ronald A. Davis and Ronald G. Brigham (each a
"PRINCIPAL SELLER" and collectively, the "PRINCIPAL SELLERS"), pursuant to which
the Purchaser acquired (the "ACQUISITION") all the shares of common stock of the
Company, par value $0.001 per share (the "SHARES"), then held by the Principal
Sellers, consisting of 2,043,333 such Shares (the "PRINCIPAL SELLER SHARES") for
the aggregate purchase price of $275,272 dollars. The Acquisition resulted in a
change in control of the Company. The Principal Seller Shares constitute
approximately 76.9 % of all the issued and outstanding Shares.
On the Acquisition Closing Date the Purchaser purchased an additional 220,667
Shares (the "MINORITY SHARES" and with the Principal Seller Shares, the
"PURCHASED SHARES") from eleven (11) other shareholders (the "MINORITY SELLERS"
and with the Principal Sellers, the "SELLERS") of the Company pursuant to a
securities purchase agreement dated of even date with the Principal Agreement
(the "MINORITY AGREEMENT," and with the Principal Agreement, the "AGREEMENTS")
solely between the Purchaser and such Minority Sellers for an aggregate purchase
price of $29,728, which 220,667 Minority Shares constitute approximately 8.3% of
all the issued and outstanding Shares. Consequently, the Purchaser paid an
aggregate purchase price of $305,000 for all 2,264,000 Purchased Shares,
constituting approximately 85.6% of all the Shares.
The Principal Seller Shares were sold pursuant to the exemption from
registration provided under Section 4(1) and Section 4(2) of the Securities Act
of 1933, as amended (the "SECURITIES ACT"). The Purchaser represented that he is
an "accredited investor."
The foregoing description of the Principal Agreement and the Minority Agreement
does not purport to be complete and is qualified in its entirety by reference to
the complete text of the Principal Agreement and the Minority Agreement, which
are filed as EXHIBIT 4.1 and EXHIBIT 4.2, respectively, to this Current Report
on Form 8-K and incorporated herein by reference.
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
In connection with the Acquisition, Joshua G. Sisk resigned as the secretary and
a director of the Company. Ronald A. Davis, a director of the Company as well as
formerly its President, Chief Financial Officer and Treasurer, resigned from all
his positions with the Company with the exception that he remained a member of
the Board of Directors of the Company subsequent to the closing of the
Acquisition. In connection with the closing of the Acquisition, the Purchaser
was appointed as the Company's Chief Executive Officer, President, Chief
Financial Officer and Treasurer, as well as to its board of directors.
The names of the Company's current officers and directors, as well as certain
information about them, are set forth below:
NAME POSITION(S)
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Kenneth Stead Chief Executive Officer, President, Chief Financial Officer, Treasurer and Director
Ronald A. Davis Director
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KENNETH STEAD. Mr. Stead is a co-founder of Kat Exploration Inc., and has been
its president since the company's incorporation in December of 2005. Mr. Stead
worked directly in the mining industry from the early to late 70's, where he
first started with the Iron Ore Company of Canada and worked for Noranda at its
Nanasivik mine in Stratacona Sound, northern Baffin Island. In the early 1980's,
Mr. Stead worked in the oil fields of Alberta, afterwards returning to
Newfoundland where he set up his own construction company from 1985 to 1995. In
1997, Mr. Stead became a co-founder of Cornerstone Resources Inc., a junior
mining company now trading on the TSX-V (CGP) until he resigned in 2004. Over
the past nine years Mr. Stead has been actively working in a Sedimentary-Hosted
Stratiform Copper environment and will continue to make this one of the
company's priorities.
RONALD A. DAVIS. Ronald A. Davis joined the Bella Viaggio on June 6, 2007 and
was until the Acquisition Closing Date its President, Secretary and Treasurer;
he remains a Director of the Company. Mr. Davis commenced his career at Goldman
Sachs & Co. in 1964 as an office boy. Following the completion of graduate
school at the University of Southern California and military service, Mr. Davis
returned to Goldman Sachs where he worked until joining Dean Witter & Co. (now
Morgan Stanley). Areas of work responsibility included syndication and
institutional sales. In 1981, Mr. Davis commenced advising high net worth
individuals and their investments. In 1994, he was asked to take over the
stewardship of Caffe Diva of which he was the CEO until September 2000. Mr.
Davis received his B.S. Business Administration from the University of Southern
California. In 1967, he also received a Masters of Business Administration from
the University of Southern California.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS. Except as set forth herein, to the
best knowledge of the Company, no officer, director or 5% or greater shareholder
of the Company has, during the last five years: (i) been convicted in or is
currently subject to a pending a criminal proceeding; (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking laws including,
without limitation, in any way limiting involvement in any business activity, or
finding any violation with respect to such law, nor (iii) has any bankruptcy
petition been filed by or against the business of which such person was an
executive officer or a general partner, whether at the time of the bankruptcy of
for the two years prior thereto.
BOARD COMMITTEES
The Board of Directors has no separate committees; however, it currently intends
to implement an Audit Committee in the future. The Board of Directors acts as
the Compensation Committee. The Company is not a "listed company" under SEC
rules and is, therefore, not required to have a Compensation Committee comprised
of independent directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information taking into account the
transactions discussed above regarding the beneficial ownership of the Shares
by: (i) each person who, to the Company's knowledge, beneficially owns 5% or
more of the Shares and (ii) each of the Company's directors and "named executive
officers." As of the date of this Current Report on Form 8-K, there were an
aggregate of 2,644,500 Shares issued and outstanding.
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF SHARES (1)
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DIRECTORS AND NAMED EXECUTIVE OFFICERS:
Kenneth Stead (2) 2,264,000 85.6%
Ronald A. Davis (2) 0 ---
5% OR GREATER BENEFICIAL OWNERS
Kenneth Stead (2) 2,264,000 85.6%
(1) Beneficial ownership is calculated based on the 2,644,500 Shares
outstanding as of the date hereof, together with securities exercisable or
convertible into Shares within sixty (60) days of the date hereof for each
stockholder. Beneficial ownership is determined in accordance with Rule 13d-3 of
the SEC. The number of Shares beneficially owned by a person includes Shares
issuable upon conversion of securities and subject to options or warrants held
by that person that are currently convertible or exercisable or convertible or
exercisable within sixty (60) days of the date hereof. The Shares issuable
pursuant to those convertible securities,
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options or warrants are deemed outstanding for computing the percentage
ownership of the person holding such convertible securities, options or warrants
but are not deemed outstanding for the purposes of computing the percentage
ownership of any other person.
(2) The address for Mr. Stead is c/o Kat Exploration Inc., 1149 Topsail Rd.,
Mount Pearl, Newfoundland, A1N 5G2.
(3) The address for Mr. Davis is c/o the Company, 2120 58th Avenue, Suite 107,
Vero Beach, Florida 32966.
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT
In connection with the Acquisition, Joshua G. Sisk resigned as the secretary and
a director of the Company. Ronald A. Davis, a Director of the Company as well as
formerly its President, Chief Financial Officer and Treasurer, resigned from all
his positions with the Company with the exception that he remained a member of
the Board of Directors of the Company subsequent to the closing of the
Acquisition. In connection with the closing of the Acquisition, the Purchaser
was appointed as the Company's Chief Executive Officer, President, Chief
Financial Officer and Treasurer, as well as to its board of directors. The
information contained in ITEM 1.01 above is incorporated by reference herein in
its entirety.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The information contained in ITEM 1.01 and ITEM 5.01 above is incorporated by
reference herein in its entirety.
To the best of the Company's knowledge, except as set forth below, the incoming
directors are not currently directors, do not hold any position with the Company
and have not been involved in any transactions with the Company or any of its
directors, executive officers, affiliates or associates which are required to be
disclosed pursuant to the rules and regulations of the SEC. To the best of the
Company's knowledge, the designees have not been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, have not been
a party to any judicial or administrative proceeding during the past five years
that resulted in a judgment, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws, except for matters that were dismissed without sanction or settlement.
For certain biographical and other information regarding the newly appointed
officers and directors, see the disclosure under the heading "Directors and
Executive Officers, Promoters and Control Persons" under ITEM 1.01 of this
Current Report on Form 8-K, which disclosure is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K. The Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 2009 in incorporated herein by reference.
EXHIBIT NO. DESCRIPTION
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4.1 Form of Principal Agreement by and among the Purchaser and the
Principal Sellers*
4.2 Form of Minority Agreement by and among the Purchaser and the
Minority Sellers*
* Filed herewith
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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 thereunto duly authorized.
Dated: May 4, 2010
BELLA VIAGGIO, INC.
By: /S/ KENNETH STEAD
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Name: Kenneth Stead
Title: Chief Executive Officer
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