Current Report Filing (8-k)
July 10 2014 - 9:30AM
Edgar (US Regulatory)
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)
July 1, 2014
MINERCO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
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NEVADA
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333-156059
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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800 Bering Drive, Suite #201
Houston, Texas 77057
(Address of principal executive offices and Zip Code)
888-473-5150
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On July 7, 2014, Minerco Resources, Inc. (“we” or the “Company”) entered into an Agreement (the “Public Relations Agreement”) with Spelling Communications, where, among other things, the Company retained Spelling Communications, Inc. to provide public relations services including strategy consultation and media placement.
The entire Public Relations Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K filed with the Securities and Exchange Commission.
On July 10, 2014, we issued the attached press release about the Public Relations Agreement with Spelling Communications. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS
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July 1, 2014, Sam J Messina III was appointed as Chief Financial Officer of the Company.
Mr. Messina, age 35, currently works at Workiva, LLC formerly known as Webfilings, LLC in their Professional Services Team. He previously worked at Minerco Resources, Inc. (OTCQB:MINE) as our Chief Financial Officer, Director, Treasurer and Secretary from July, 2010 to July, 2012 and Alternative Energy Development Corporation (OTCBB:ADEC) as Chief Financial Officer and Director. He previously worked at Qualcomm, Inc. (NASD:QCOM) at various roles within their accounting and finance team from October, 2006 to November, 2009. Prior to that Mr. Messina served as the Chief Financial Officer of Pop3 Media Corp. (OTCBB:POPT) from July, 2004 to July, 2006. Mr. Messina holds a B.A. degree in Finance from the Loyola University Chicago and is a Certified Public Accountant in the State of California. Mr. Messina filed a Chapter 7 bankruptcy on October 26, 2012 which was subsequently discharged on February 22, 2013.
There are no family relationships between Mr. Messina and any director, executive officer or person nominated or chosen by the Company to become as director or executive officer. Additionally, there have been no transactions involving Mr. Messina that would require disclosure under Item 404(a) of Regulation S-K.
Effective July 9, 2014, V. Scott Vanis, the current Chairman of the Board of Directors of Minerco Resources, Inc. (the “Company”), was appointed as Chief Executive Officer of the Company. On the same day, John F. Powers resigned all positions of the Company, including as Principal Executive Officer, Chief Executive Officer, Chief Financial Officer, President and Treasurer. The resignation did not involve any disagreement with the Company.
Effective July 1, 2014, the Company moved its principal executive office and headquarters to 800 Bering Drive, Suite #201, Houston, Texas 77057.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Incorporated by reference
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Exhibit
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Document Description
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Form
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Date
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Filed herewith
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Public Relations Agreement, dated July 7, 2014
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X
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Press Release, Spelling Public Relations, dated July 10, 2014
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X
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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.
Dated this 10th day of July, 2014.
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Minerco Resources, Inc.
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BY:
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/s/ V. SCOTT VANIS
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V. Scott Vanis
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President, Chief Executive Officer and a member of the Board of Directors
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Exhibit 10.1
Public Relations Agreement
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/s/ Dan Spelling 7/7/2014 |
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Spelling Communications, Inc. Date |
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/s/ V. Scott Vanis 7/7/2014 |
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Accepted and Agreed to: Minerco Resources, Inc. Date |
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Exhibit 99.1
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Minerco, Level 5 Tap Spelling Communications as
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Public Relations Agency of Record
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HOUSTON, TX. July 10, 2014: Level 5 Beverage Company, Inc., a subsidiary of Minerco Resources, Inc. (OTCQB: MINE), has selected Spelling Communications as its public relations agency to support the upcoming market introduction of Level 5’s line of good-for-you consumer products, including its lightly sparkling, naturally flavored, vitamin enhanced offering, VitaminFIZZ®. The decision was made after an extensive review of numerous highly regarded public relations agencies with Spelling Communications prevailing due to its proven capabilities in strategic thinking and high impact media relations.
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“Level 5 is focused on leading the good-for-you consumer marketplace, and Spelling Communications will be an integral partner in our mission,” said V. Scott Vanis, Minerco’s Chairman. “We are on the fast track for growth as the bi-coastal launch of VitaminFIZZ® quickly approaches. We look forward to working with an experienced and savvy organization like Spelling during this first roll-out and many others to follow.”
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Spelling Communications will begin working immediately with Level 5 and its strategic partner, Power Brands, to develop a vertical and consumer public relations plan to support the launch of VitaminFIZZ® scheduled later this summer. The launch will initially target the New York and California markets and will include a wide range of promotional activities, including public relations, advertising, in-store sampling and hosted events. Spelling will also assist to promote the ongoing introduction of other new consumer products from Level 5 including Vitamin Creamer® with Coffee Boost™ and The Herbal Collection™.
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About Minerco Resources, Inc.
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Minerco Resources, Inc. (OTCQB: MINE) is the parent company of Level 5 Beverage Company, Inc. (Level 5), a specialty beverage company which develops, produces, markets and distributes a diversified portfolio of forward-thinking, good-for-you consumer brands. The Level 5 brand umbrella includes: VitaminFIZZ®, Vitamin Creamer®, Coffee Boost™, The Herbal Collection™ and LEVEL 5®. http://minercoresources.com
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About Spelling Communications
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Spelling Communications is a well established public relations firm known for creating robust, strategic media coverage to help companies succeed and grow. Some of Spelling’s past clients include major brands such as Dole Juice, Nutrisystem.com, Intel, Univision, Charter Media,TAG Heuer, Merrell Dow and EDS. http://www.spellcom.com
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Public Disclosure
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Details of the Company's business, finances and agreements can be found as part of the Company's continuous public disclosure as a fully reporting issuer under the Securities Exchange Act of 1934 filed with the Securities and Exchange Commission's ("SEC") EDGAR database. For more information, please visit: http://www.minercoresources.com. The above statements have not been evaluated by the Food and Drug Administration (FDA). These products are not intended to diagnose, treat, cure or prevent any disease.
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Safe Harbor Statement
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This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations and assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct. Some of these uncertainties include, without limitation, the company's ability to perform under existing contracts or to procure future contracts. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, successful implementation of our business strategy and competition, any of which may cause actual results to differ materially from those described in the statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.
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