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): July
4, 2013
KENERGY SCIENTIFIC, INC.
(Exact name of registrant as specified in its
charter)
New Jersey |
|
333-120507 |
|
20-1862816 |
(State or other jurisdiction of incorporation)
|
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
Vladimira Rolovica 158 Suite #7
Belgrade Serbia Europe
|
|
11030 |
(Address of principal executive offices) |
|
(Zip Code) |
+35627781221
(Registrant’s telephone number, including
area code)
(Former name 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:
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))
Section 1 – Material Events
Item 2.02, Results of Operations and Financial Condition;
On or about July 3 2013 the company and or its agents received a
“demand” notice from its transfer agent Fidelity Transfer to issue (sign) what appears to be flawed documents (see
attached) releasing approximately 220 Million shares to Asher Enterprises, as free trading stock.
The incoming new management requested proof of debt of this claim.
The new management requires this documentation to make a determination as to what and how to best settle this or any other claim
without the need to issue any additional shares from the treasury. The company was advised by its transfer agent that it does not
need to furnish the company with any documentation as the “existing documentation” which the company has not seen calls
for immediate stock issuance.
The preferred shareholder received the following email on
or about July 3 2013. “please have the new President sign off on this. Thank you. These shares are
going out today but it would be appreciated if you would have this signed off”. (See attached Fidelity Transfer request.)
The preferred shareholder advised the transfer agent that at present stage the issuer KNSC has nominal operations and that the
solar or tech business based in New Jersey was spun out. At this point the issuer until the new merger is finalized as per the
8k LOI filed on or about July 1 2013 may be considered by some to be a shell. The preferred shareholder advised the transfer agent
that these shares may not be convertible, and will require a USA based securities lawyer to issue a legal opinion before these
certs should be released. Moreover the management and the preferred shareholder do not feel comfortable signing off on the Rule
144 request to lift the legend on the 220 Million shares, for the aforementioned reasons. Notwithstanding, the issuer was advised
by Fidelity Transfer agent that they intend to lift the restrictive legend from the Rule 144 shares as the previous management
and its board pre signed certain documents and resolutions. The KNSC management its advisors and the preferred shareholder have
demanded production of these documents
For that reason and other reasons aforementioned the Company is
of the opinion that its transfer agent is acting as rouge party issuing KNSC certificates without its consent. The management hereby
terminates its relationship with this transfer agent forthwith; as shareholders and the company interests are being compromised.
Moreover the transfer agent is not acting genuine and in good faith. There also appears to be some sort of cash payments ($500.00)
distributed between Fidelity and Asher without KNSC management knowledge and consent, and some other arrangements which are cryptic
and seem to be self-serving in nature. EXIBIT “A” July 4, 2013
The company has passed a resolution to advise DTCC of the transfer
agent issue begging the DTCC for assistance in not honouring any certificates issued by this transfer agent on behalf of the company
dated June 3 2013 without a proper registration statement or an exemption and specifically and shares issued to Asher Enterprises
without a proper duly authorized company representative signature including a good and valid legal opinion by a qualified SEC approved
attorney without any current or past SEC administrative notices or infractions.
Since July 1 2013 the company has received 4 different demand for
payment notices totaling about $90,000 excluding Asher Enterprises whose involvement and depth of “debit” remains cryptic
and unknown. The company has requested from all of its creditors (similar to Asher) to have them furnish the company with supporting
documentation proving their claims. The company management has passed a resolution of non dilution or “lock up” whereby
no more than $100,000 of company debt issued before July 1 2013 by its ex management can or will be converted to common shares
per month. The company intends to make an informal settlement offer(s) to all of its creditors’ on a case by case basis.
The entire corporate exposure is totalling well over $2 Million Dollars (the overhang).
On or about July 1 2013 Company management executed an LOI to acquire
the rights tittle interest license and or operations of a Maltese based entity www.pantufagroup.com consisting of on line type
brokerage business in the space of Forex Options and Bullion. These entities operate under various trade names such as www.spotfx.com
www.optionese.com www.trustvault.com In addition a much smaller Forex only firm based in Seychelles www.pointzerofx.com expressed
interest in folding under the Pan Tufa umbrella and simultaneously merge all into KNSC.
KEY STAFF Manuel Canales
Additionally, as per the LOI previously filed (July 1 2013) and
the targeted media entity the company management solicited key staff Mr. Manuel Canales for the purpose of accumulating assets
and distribution. This company primarily focus and engagement is in development of fractional real estate ownership. The company
also maintains a media division that acts an aggregator that offers radio media and social media type advertising through 140 radio
stations in Canadian markets such as Vancouver Toronto and Ottawa. This company has secured an allotment of $35 million dollars
of air time and secures its space in $5 million dollar media block buys. This revenue is split at a ratio of 50-50% with the content
provider . In other words this company has the potential to earn $17,5 million dollars per annum on a net income basis. The company
also engages in barter transactions which may bring significant asset base into KNSC company as a whole.
The company has completed its due diligence of Seychelles based
www.pointzerofx.com operation. At present KNSC has very little or no operation since the vend out of its previous business. Because
of the overhang as outlined in 1.3 above the new management intends to
| 1. | ascertain the extent of the corporate debt, |
| 2. | the hostility level of its creditor’s, |
| 3. | the depth of the toxic financing and recourses |
| 4. | secure the service of a non-bias or neutral transfer agent whose actions will in no way harm
the company its shareholders valuation |
| 5. | Complete a name change to better reflect the business activities Point Zero Fx business model
and the aforementioned targeted entities described in section 1.4 and 1.5 |
| 6. | Evaluate the best course of action regarding the overhang including but not limited to seeking
protection and reorganization under Chapter 11 USA bankruptcy protection. |
The company has made alternative financial arrangements to allow
it to complete all of the sub steps of item 1.6 without the need to dilute or issue any further common stock or engage in any sort
of toxic financing.
Item 2.05, Costs Associated with Exit or Disposal Activities
COMMON SHARE AUDIT AND SUMMARY
KENERGY SCIENTIFIC/MINA
MAR GROUP (MMG) PREFERED SHAREHOLDER TRANSACTION SUMMARY
Before LOI
Common Authorized 4,000,000,000
Common (Non-Glynn) Float 1,815,350,607
Common Issued (Including Glynn) 3,017,475,719
After Signing LOI, Prior to Closing
MMG Deposit Paid $7,500.00
Common Authorized Increased to 10,000,000,000
Glynn Issued New Common 2,200,000,000
Glynn Prior Existing 1,202,125,112
Total Glynn After New Issued 3,402,125,112
Common (non-Glynn) Float 1,815,350,607
Total Common Issued 5,217,475,719
At Closing
MMG paid further $17,500.00 in cash
Debt reduction to ex Management $20,000
Ex management retains $180,000.00 accrued
salary debt
Ex management retains 202,125,112 shares.
Glynn Transfers All Class B Shares
to Mina Mar 10,000
Glynn Transfers Common Shares to Mina
Mar 3,200,000,000
Total Common Issued (All shareholders)
5,217,475,719
Mina Mar Control is: 3,200,000,000/5,217,475,719
= 61%
MMG Cost base of 61% control shares
0.0000140625 excluding any financing soft costs and debt settlements over and above the purchase price
__________________________________________________________
THE FLOAT
The common share float is 1,815,350,607
3,402,125,112 is the Restricted Control Stock
Save and except any unauthorized stock issued by Fidelity Transfer
to Asher Enterprises and or addressing the overhang of Section 1.3 and 1.6 the management does not foresee its common share float
structure to change for the foreseeable future.
VALUATION PROTECTION
The management has commenced legal consultation to claw back any
unauthorized shares issued by Fidelity Transfer to Asher Enterprises or others and intends to vigorously pursue recovery to the
full extent of the law.
An investment in our Company involves a risk
of loss.
Because of the overhang aforementioned in
Section 1.3 and 1.6 of this filing you should carefully consider the risks described below, before you make any investment
decision regarding our Company. Additional risks, and uncertainties, including those generally affecting the market in which we
operate or those we currently deem immaterial, may also impair our business. If any such risks actually materialize, our business,
financial condition and operating results could be adversely affected. In such case, the trading price of our common stock could
decline.
The following risk factors are not exhaustive
and the risks discussed herein do not purport to be inclusive of all possible risks but are intended only as examples of possible
investment risks.
Risks Related to Our Business
WE NEED TO RAISE ADDITIONAL CAPITAL WHICH
MAY NOT BE AVAILABLE TO US OR MIGHT NOT BE AVAILABLE ON FAVORABLE TERMS.
We will need additional funds to implement
our business plan as our business model requires significant capital expenditures. We will need substantially more capital to execute
our business plan. Our future capital requirements will depend on a number of factors, including our ability to grow our revenues
and manage our business. Our growth will depend upon our ability to raise additional capital, possibly through the issuance of
long-term or short-term indebtedness or the issuance of our equity securities in private or public transactions. If we are successful
in raising equity capital, because of the number and variability of factors that will determine our use of the capital, our ultimate
use of the proceeds may vary substantially from our current plans. We expect that our management will have considerable discretion
over the use of equity proceeds.
INDEBTEDNESS MAY BURDEN US WITH HIGH INTEREST
PAYMENTS AND HIGHLY RESTRICTIVE TERMS WHICH COULD ADVERSELY AFFECT OUR BUSINESS.
As a matter of Company policy, our financial
plans will limit our debt exposure to a reasonable level. However, a significant amount of indebtedness could increase the possibility
that we may be unable to generate sufficient revenues to service the payments on indebtedness, when due, including principal, interest
and other amounts.
To the extent that we need to convert United
States dollars into foreign currencies for our operations, appreciation of the foreign currency against the United States dollar
could have a material adverse effect on our business, financial condition and results of operations.
OUR STRATEGY FOR GROWTH MAY INCLUDE JOINT
VENTURES, STRATEGIC ALLIANCES AND MERGERS AND ACQUISITIONS, WHICH COULD BE DIFFICULT TO MANAGE.
The successful execution of the our growth
strategy may depend on many factors, including identifying suitable companies, negotiating acceptable terms, successfully consummating
the corporate relationships and obtaining the required financing on acceptable terms. We may be exposed to risks that we may incorrectly
assess new businesses and technologies. We could face difficulties and unexpected costs during and after the establishment of corporate
relationships.
Acquisitions may be foreign acquisitions which
would add additional risks including political, regulatory and economic risks related to specific countries as well as currency
risks.
WE MAY BE EXPOSED TO TAX AUDITS.
Our U.S. federal and state tax returns may
be audited by the U.S. Internal Revenue Service (the “IRS”). An audit may result in the challenge and disallowance
of deductions claimed by us. Further, an audit could lead to an audit of one or more of our investors and ultimately result in
attempts to adjust investors’ tax returns with respect to items unrelated to us. We are unable to guarantee the deductibility
of any item that we acquire. We will claim all deductions for federal and state income tax purposes which we reasonably believe
that we are entitled to claim. In particular, we will elect to treat as an expense for tax purposes all interest, management fees,
taxes and insurance. The IRS may disallow any of the various elements used in calculating our expenses, thereby reducing federal
income tax benefits of an investment. To the extent that any challenge or disallowance is raised in connection with a tax return
filed by an individual shareholder, the cost of any audit and/or litigation resulting there from would be born solely by the affected
shareholder. In the event the IRS should disallow any of our deductions, the directors, in their sole discretion, will decide whether
to contest such disallowance. No assurance can be given that in the event of such a contest the deductions would be sustained by
the courts. If the disallowance of any deductions results in an underpayment of tax, investors could also be responsible for interest
on the underpayments.
Risks Related to our Industry
RISK FACTORS
PLEASE CONSIDER THE FOLLOWING RISK FACTORS
BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.
This offering and any investment in our common
stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below and all of the
information contained in this prospectus before deciding whether or not to purchase our common stock. The risks and uncertainties
described below are those that our management currently believes may significantly affect us. If any of the following risks actually
occurs, our business, financial condition and results of operations could be harmed and investors in our common stock could lose
part or all of their investment in our shares The numbers preceding the risk factors below are for ease of reference only and are
not intended as a ranking of such risk factors.
RISKS RELATED TO OUR TARGETED MERGER BUSINESS
The U.S. commercial real estate recovery, although
slow, has been visible in improved fundamentals, capital availability, asset pricing and transactions. REITs continue to outperform
others, primarily due to higher liquidity and relatively easy access to capital markets. However, the commercial real estate recovery
appears to be unsteady, with increased “caution” given the nation’s stalled economic recovery, which is due,
in part, to sovereign debt problems and economic stagnation in Europe as well as slowing growth in emerging markets such as China
and India.
In Canada, the shortage of product (evidenced
by real estate investment trusts (REITs) buying portfolios and private funds buying REITs) and very low current vacancy rates suggest
more demand-side price upside, even though the large development pipeline may temper rent growth. The strong Canadian dollar is
a problem for the domestic economy, though positive for Canadian institutions going global - a trend expected to increase in 2013.
These factors, combined with pervasive condo
overbuilding, are resulting in "Are we at the top?" questions in Canada. On the other hand, in the U.S., the early signs
of a housing recovery are triggering the question: "Is the U.S. at the bottom?" The lack of development is providing
confidence for investors making value-add acquisitions, and core class A product is expensive everywhere. Thus, as Canada appears
to have reached a short-term top in pricing, the U.S. is just beginning to get its sea legs.
-Capital markets are challenging
for real estate firms, as lenders and investors continue to scrutinize property type, location, and sponsorship. Continued uncertainty
around the European sovereign debt crisis is adding to the pressure.
-High vacancy rates have
taken their toll on real estate companies, but are easing to varying degrees around the country. The strongest improvements have
been seen in apartments, office, and industrial properties. Retail vacancy rates have also improved to a lesser degree.
-Declining asset values
have led property owners and management companies to reduce operating expenses, including the postponement of building. Asset values
could rise if job creation continues in metropolitan areas and vacancy rates continue to improve.
-Insurers remain concerned
about widespread environmental claims, including contaminated drywall and mold/indoor air quality claims in the commercial and
habitation segments, and chlorinated solvent claims in the retail and industrial segments.
WE DO NOT HAVE AN INDEPENDENT AUDIT OR COMPENSATION
COMMITTEE, THE ABSENCE OF WHICH COULD LEAD TO CONFLICTS OF INTEREST OF OUR OFFICERS AND DIRECTORS AND WORK AS A DETRIMENT TO OUR
SHAREHOLDERS.
We do not have an independent audit or compensation
committee. The absence of an independent audit and compensation committee could lead to conflicts of interest of our officers and
directors, which could work as a detriment to our shareholders.
By: _______________________
Zoran Cvetojevic Chairman
EXIBIT “A” July 4, 2013
Kenergy Scientific Inc (KNSC)
On Wed, Jul 3, 2013 at 9:02 PM, Kenneth Glynn <inventionsunlimited@yahoo.com>
wrote:
Hi Miro,
We discussed Asher a couple of times and I understand your
feelings, but Asher only does loans where there is a standing Board Resolution approving a three way agreement wherein the TA automatically
issues the shares upon reipt of the Notice, Calcs, legal opinion and Tax basis forms. So Fidelity is obligated to issue the
shares, unless you assert error in the docs or calcs. we sent you the entire Asher file and all of the agrements and docs are in
the file. Due to the Holiday tomorrow, I think Kevin can wait one business day (til Friday) to issue, but ultimately, unless
you can convince Kevin of an error or mistake, Kevin must issue the shares. Asher is no fun, but is very diligent in their
Notices and related docs. Ken
Ken / Kevin;
Thank You for your email.
Ken while you have been quite accommodating and offering
assistance in the transition we were literally ambushed on July 3 and told some 220 million shares would be issued to Mazuma now
Asher. We were right in a middle of the 1st company meeting going through all the records and working out a plan of
action to eliminate all company debt. We had key staff on Skype video commerce from Europe plus the CEO Manuel Canales Teresa Rubio
the Secretary when all hell broke loose and the world was going to end unless Asher received a quarter billion shares immediately.
(The thread of emails between Fidelity and our offices on behalf of the issuer follows my signature line)
- We have not received any proof of any Asher documents. We are
simply asking for copies of these documents.
- We don’t see the registration statement of these shares.
If this is an exemption under what Rule are you relying upon?
- We are asking for a copy of the payment a copy of the subscription
agreement and a copy of the legal opinion.
- I bring your attention to the last three 8k filings. In summary
until a new merger is in KNSC the company is a shell. Kevin response “On Wed, Jul 3, 2013 at 6:23 PM, <fidelitytransfer@yahoo.com>
wrote:
We received a legal opinion that the company is not a shell. Contact
Asher directly please . unfortunately we don't really have a choice as we have received everything we need to issue the shares.
Thanks and sorry for the problem. I don't want to be in the middle of this.” When did you receive this legal
opinion? May we see a copy? The 8ks are self-explanatory there is no current business in KNSC. Under what SEC Rule do you expect
to do this conversion? As it stands KNSC is a shell. Whist the management has 70 or so days to avoid the shell status and rank
as it stands this co is a shell.
While we can understand that everyone seems to have a cozy “ole
boys club” relationship with Mazuma / Asher we do not wish to participate in any circumvention or any US Federal or State
laws. This comment speaks volumes. On Wed, Jul 3, 2013 at 5:53 PM, Kevin Kopaunik <kevin@fidelitytransfer.com> wrote:
Miro, The agreement we have signed with ASHER stipulates that we
need no more information from the issuer to release these shares. I can give you until Monday to get this resolved otherwise
we can be in breach of our agreement with ASHER and Kenergy. I have cc;d Asher on this email. Please contact them directly
ASAP. That agreement is between you and Asher it does not include the Company the current officers the current preferred shareholder
or exemption from the SEC. In summary you have no authority to release these shares without proper authorization.
What exactly does “I can send a check for $500 with more money
coming on each subsequent conversion.” Our question remains unanswered On Wed, Jul 3, 2013 at 7:12 PM, Corporate Account
<miro@minamargroup.com> wrote: How much more toxic financing do they have to convert?
- Who is paying you the company or the financier? How does this
work?
- What exactly does this comment mean? This should get the company
back and current long before we are finished with our existing notes. Current from what? Your bills? Is this what it’s all
about? In good conscience and with our commitment to being a good corporate citizen, our fiduciary duty to the common shareholders
we cannot have any part in this manipulative process.
- We need to see the documents upon which these shares are being
issued. If it is a debt conversion we need to see the repayment rights. While you did tell us Asher is owed about $20,000 that
does not constitute issuing 220 million shares at 0004. If they are owed $20,000 and with reasonable non usury interest rate and
fees we will pay them direct but we do not wish to have additional 220 million shares issued.
- We have not received the detailed excel list of all creditors
nor these Asher documents
We do not believe that our request is unreasonable.
We believe the management has the right to inspect and verify all documents before any shares are issued. What is the rush? Why
the sudden run to the cashiers cage?.
You had made a request to convert your $180,000 debt
and I advised you that there’s two separate issues that affect your conversion. One is the 90 day holdover as you were the
CEO of the Company and second that the company is temporarily ranked a shell. The SEC rules are clear as a bell that no conversions
can be done on a shell. We also offered to buy your debt out on a discounted all cash basis.
Why would Asher debt (if there is a debt in a first
place) have super priority over anyone else? Again save and except that everyone has a cozy relationship with Asher and these $500.00
favors are freely exchanged my (and the management) questions above remain unanswered.
We advised you that debt conversion’s are toxic
which spawn DTCC chills which virtually wipe out any and all shareholder values.
By this email and effective immediate (July 4 2013)
the board of Directors of KNSC has decided to terminate the services of the transfer agent Fidelity Transfer as their interests
do not appear to be of neutral in nature, but rather counterproductive to the company’s and shareholders’ interests.
The company intends to file an 8k material event notifying
the market and all broker dealers not to accept any unauthorized certificates issued by the KNSC ex management and Fidelity Trust
We caution you NOT to release or issue any shares of KNSC
without management prior approval and consent.
We intend to protect our and company shareholders interests
to the full extent of the law
For your information KNSC legal advisors have been notified
in cc and bcc of this email correspondence.
Govern yourselves accordingly
Regards
Miro Zecevic
From: Kenneth Glynn [mailto:inventionsunlimited@yahoo.com]
Sent: Wednesday, July 03, 2013 1:16 PM
To: Kevin Kopaunik; teresa@minamargroup.com; miro@minamargroup.com; Heidi Sadowski
Subject: Re:
Hi Kevin and Heidi,
Miro, please have the new President sign off on this. Thank
you. These shares are going out today but it would be appreciated if you would have this signed off.-Kevin
Ken,
Although because of the terms of our agreement, I don’t need
this to issue the shares, it would be appreciated if you would sign off and send back Thanks. Have a happy 4th
and I hope all is well.
---------- Forwarded message ----------
From: Corporate Account <miro@minamargroup.com>
Date: Wed, Jul 3, 2013 at 7:16 PM
Subject: Re: KNSC reply URGENT
To: fidelitytransfer@yahoo.com
We need full subscription agreement proof of payment legal opinion
The company is adamant that the stock be NOT released
They are threatening with a damming PR naming both Asher and your
co
Can we let this co breathe a bit? They are nice people this is robbery
Tx
Miro
On Wed, Jul 3, 2013 at 7:14 PM, Corporate Account <miro@minamargroup.com>
wrote:
Please send us proof of this letter
fax 1 416 3521428
Tx
On Wed, Jul 3, 2013 at 7:12 PM, Corporate Account <miro@minamargroup.com>
wrote:
How much more toxic financing do they have to convert?
Tx
On Wed, Jul 3, 2013 at 6:23 PM, <fidelitytransfer@yahoo.com>
wrote:
We received a legal opinion that the company is not a shell. Contact
Asher directly please . unfortunately we don't really have a choice as we have received everything we need to issue the shares.
Thanks and sorry for the problem. I don't want to be in the middle of this.
Kevin Kopaunik
On Jul 3, 2013, at 4:06 PM, Corporate Account <miro@minamargroup.com> wrote:
Kevin
The company may be a shell. We need to get an opinion.
The current management will not hold you in breach
What is the cash amount due to them?
The stock is up 200% and all of a sudden everyone has their hand
out
We find the timing dubious
Also the legend does not come off "automatically after a year".
Do not release the stock the management is new inexperienced and
may over react! My advice to them is to seek chapter 11 as the pit is bottomless here! The act may be subject to a claw back
by the trustee plus if KNSC is a shell (we are trying to determine that but that is what it looks like at this point) Conversion
may be an SEC violation.
I know the new management has been asking for proof of payment
and so far not many have been able to pass that test. They need more time than Monday.
Regards
Miro
On Wed, Jul 3, 2013 at 5:53 PM, Kevin Kopaunik <kevin@fidelitytransfer.com>
wrote:
Miro, The agreement we have signed with ASHER stipulates
that we need no more information from the issuer to release these shares. I can give you until Monday to get this resolved
otherwise we can be in breach of our agreement with ASHER and Kenergy. I have cc;d Asher on this email. Please contact them
directly ASAP.
From: minamargroup@gmail.com [mailto:minamargroup@gmail.com]
On Behalf Of Corporate Account
Sent: Wednesday, July 03, 2013 3:26 PM
To: Kevin Kopaunik
Cc: Kenneth Glynn; teresa@minamargroup.com; Heidi Sadowski
Subject: Re:
Kevin
Please do not release any shares. This needs to be done by a board
resolution. The company management has not even had a chance to review any documents. They will require further proof due to the
" relationship " of Asher
Regards
Miro
On Wed, Jul 3, 2013 at 3:21 PM, Kevin Kopaunik <kevin@fidelitytransfer.com>
wrote:
Miro, please have the new President sign off on this. Thank
you. These shares are going out today but it would be appreciated if you would have this signed off.-Kevin
Ken,
Although because of the terms of our agreement, I don’t need
this to issue the shares, it would be appreciated if you would sign off and send back Thanks. Have a happy 4th
and I hope all is well.
From: Kenneth Glynn [mailto:inventionsunlimited@yahoo.com]
Sent: Wednesday, July 03, 2013 1:16 PM
To: Kevin Kopaunik; teresa@minamargroup.com; miro@minamargroup.com; Heidi Sadowski
Subject: Re:
Hi Kevin and Heidi,
Effective yesterday, I am no longer affiliated
with Kenergy Scientific, Inc. You can email Teresa or Miro at the emails set forth above, and copy me in on whatever you need
to make this transition. The new President is Charles Zein, but I think Teresa may be your first beneficial contact. I will
sign off as you may require.
I thank you and
your staff for the unwavering support in the past through the turmoil, and especially the extended kindnesses when Alex had his
near tragic accident. You will always be looked up to and in our prayers, as you did for Alex. (He is still crippled
and with the brain injuries, but his spirits are high, he walks (very difficultly) about 1/2 mile a day now and his processing
skills and inventive skills have returned.) If you're ever in this part of the US please let me know so that I can buy you dinner!
Sincerely, Ken Glynn
From: Kevin Kopaunik <kevin@fidelitytransfer.com>
To: 'Zachary Naidich' <znaidich@kbmworldwide.com>
Cc: KENNETH GLYNN <inventionsunlimited@yahoo.com>
Sent: Wednesday, July 3, 2013 2:29 PM
Subject: RE:
Zack, Ken
I need a sellers rep and
cost basis/instruction letter please(attached).
From: Zachary Naidich [mailto:znaidich@kbmworldwide.com]
Sent: Wednesday, July 03, 2013 10:59 AM
To: Kevin Kopaunik
Subject:
Kevin,
I have to run into a meeting in the city
before the holiday but if you can get the KNSC cert out today I can send a check for $500 with more money coming on each subsequent
conversion. This should get the company back and current long before we are finished with our existing notes. Assuming this works
for you, I can be reached on my cell phone at 917.887.0181 or you can just respond to this email. Thanks, enjoy your long weekend.
--
Sincerely,
Zachary Naidich
Asher Enterprises, Inc.
516.498.9890
To: Kenneth Glynn
Via email inventionsunlimited@yahoo.com
From: Kevin Kopaunik
Fidelity Transfer Company
Re: Kenergy Scientific, Inc. Certificate(s) to be originally
issued free trading
to:
ASHER ENTERPRISES, INC. for 215,000,000
Date: July 3, 2013 Total pages sent – 1
Letter Type: ______ 6 Month Holding Period, Non-Affiliate, Fully
Reporting Company ONLY
___XX__1 Year Holding Period, Non-Affiliate, Non-Reporting/Reporting
Company
Affiliate Transaction
- - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
1
The above referenced transfer has been presented to us requesting
the restriction to be removed on a total of 215,000,000 CLASS A common shares in concert with Rule 144 (or under another
registration exemption), as amended. (Any remaining shares that do not meet the above referenced requirements of Rule 144 (or under
another registration exemption) may be issued back to the stockholder with the restrictive legend.)
Please review and provide written authorization to release the restrictive
legend and proceed with the transfer request.
By signing this authorization, you attest that your Company
has researched and can find no reason the restrictions should not be removed and meets
the appropriate SEC regulations regarding this issue. That
you have specific knowledge about this transaction and the shares have been held an appropriate amount of time as required under
Rule 144 (or under another registration exemption). Further, the undersigned attests that either the
Issuer is not currently a shell company and has never been
or if it has been a shell company, then:
1. At least one (1) year has elapsed since the Issuer has
ceased to be a shell company.
2. The Issuer is subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act.
3. The Issuer has filed all reports and material required
to be filed under Section 13 or 15(d) of the Exchange Act during the preceding 12 months.
4. At least one (1) year has elapsed from the time the Issuer
filed current Form 10 type information with the commission reflecting its status as an
entity that is not a shell company.
5. If this transfer/sale is requested by an affiliate of the
Issuer, we attest that all 144 or other registration exemption requirements have been met,
including but not limited to, that enough public information
requirements have been met by the Issuer as required by Rule 144 , as amended, for
this particular sale.
The issuer has received the full purchase price or other consideration/compensation
for these shares at least one year ago or 6 months if this is a fully
reporting company, current in its filings and enough public information
exists.
By signing below, you are also giving Fidelity Transfer Company
the authority to remove the restrictive legend from shares/certificate that may not be in conjunction with a sale. You have spoken
to your securities attorney or other competent advisor and believe the removal of the restriction without a
sale would be appropriate in this case (if the shareholder is
a non-affiliate.)
Further, if this is a Reporting Issuer restriction removal request
(as checked below) of less than one (1) year but greater than 6 months, we attest that there i s and has been current public information
available for at least 90 days prior to the sale per 144(c). If we are a non reporting issuer then we attest that we have complied
with all provisions of 144(c) including all reporting, submission or posting requirements.
We attest and certify that all provisions of rule 144(or under another
registration exemption) have been met, and that thi s transaction is in no way an attempt at
circumventing any registration provisions of Federal or State securities
laws.
Should you have any questions, please feel free to contact me at
the below referenced number otherwise, we thank you in advance for your kind and prompt
attention in this matter.
If unable to provide authorization for this transfer, please provide
under separate cover, the terms of rejection so that we might provide adequate information to the
submitting broker or shareholder.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
We are considered:) (check one) _____ Fully Reporting Company
and current on all filings
____ Non-Reporting Company
Kenergy Scientific, Inc. provides authorization to proceed
with the above referenced transfer request and agree with related
footnotes. I certify that I am authorized to sign on behalf of the
Issuer and Board of Directors and have read in entirety the wording stated above and attest them as true. (A Corporate Officer
must sign.)
Kenneth Glynn President
Signature Printed name Title Date
1
These shares have not been previously issued
but are being originally issued free trading pursuant to a PROMISSORY NOTE with a
“tacking period” of at least ONE YEAR.
2
Or considered fully reporting but not current
on its filings
8915 SOUTH 700 EAST, SUITE 102 * SANDY, UTAH 84070 * 801-562-1300
* FAX 801-233-0589
EMAIL: info@fidelitytransfer.com * www.fidelitytransfer.com
2
EXIBIT “A” July 4, 2013
Kenergy Scientific Inc (KNSC)
On Wed, Jul 3, 2013 at 9:02 PM, Kenneth Glynn <inventionsunlimited@yahoo.com>
wrote:
Hi Miro,
We discussed Asher a couple of times and I understand your
feelings, but Asher only does loans where there is a standing Board Resolution approving a three way agreement wherein the TA automatically
issues the shares upon reipt of the Notice, Calcs, legal opinion and Tax basis forms. So Fidelity is obligated to issue the
shares, unless you assert error in the docs or calcs. we sent you the entire Asher file and all of the agrements and docs are in
the file. Due to the Holiday tomorrow, I think Kevin can wait one business day (til Friday) to issue, but ultimately, unless
you can convince Kevin of an error or mistake, Kevin must issue the shares. Asher is no fun, but is very diligent in their
Notices and related docs. Ken
Ken / Kevin;
Thank You for your email.
Ken while you have been quite accommodating and offering assistance
in the transition we were literally ambushed on July 3 and told some 220 million shares would be issued to Mazuma now Asher. We
were right in a middle of the 1st company meeting going through all the records and working out a plan of action to
eliminate all company debt. We had key staff on Skype video commerce from Europe plus the CEO Manuel Canales Teresa Rubio the Secretary
when all hell broke loose and the world was going to end unless Asher received a quarter billion shares immediately. (The thread
of emails between Fidelity and our offices on behalf of the issuer follows my signature line)
| 1. | We have not received any proof of any Asher documents. We are simply asking for copies of these
documents. |
| 2. | We don’t see the registration statement of these shares. If this is an exemption under
what Rule are you relying upon? |
| 3. | We are asking for a copy of the payment a copy of the subscription agreement and a copy of the
legal opinion. |
| 4. | I bring your attention to the last three 8k filings. In summary until a new merger is in KNSC
the company is a shell. Kevin response “On Wed, Jul 3, 2013 at 6:23 PM, <fidelitytransfer@yahoo.com> wrote: |
We received a legal opinion that the company is not a shell. Contact
Asher directly please . unfortunately we don't really have a choice as we have received everything we need to issue the shares.
Thanks and sorry for the problem. I don't want to be in the middle of this.” When did you receive this legal
opinion? May we see a copy? The 8ks are self-explanatory there is no current business in KNSC. Under what SEC Rule do you expect
to do this conversion? As it stands KNSC is a shell. Whist the management has 70 or so days to avoid the shell status and rank
as it stands this co is a shell.
While we can understand that everyone seems to have a cozy “ole
boys club” relationship with Mazuma / Asher we do not wish to participate in any circumvention or any US Federal or State
laws. This comment speaks volumes. On Wed, Jul 3, 2013 at 5:53 PM, Kevin Kopaunik <kevin@fidelitytransfer.com> wrote:
Miro, The agreement we have signed with ASHER stipulates that we
need no more information from the issuer to release these shares. I can give you until Monday to get this resolved otherwise
we can be in breach of our agreement with ASHER and Kenergy. I have cc;d Asher on this email. Please contact them directly
ASAP. That agreement is between you and Asher it does not include the Company the current officers the current preferred shareholder
or exemption from the SEC. In summary you have no authority to release these shares without proper authorization.
What exactly does “I can send a check for $500 with more money
coming on each subsequent conversion.” Our question remains unanswered On Wed, Jul 3, 2013 at 7:12 PM, Corporate Account
<miro@minamargroup.com> wrote: How much more toxic financing do they have to convert?
| 5. | Who is paying you the company or the financier? How does this work? |
| 6. | What exactly does this comment mean? This should get the company back and current long before
we are finished with our existing notes. Current from what? Your bills? Is this what it’s all about? In good conscience and
with our commitment to being a good corporate citizen, our fiduciary duty to the common shareholders we cannot have any part in
this manipulative process. |
| 7. | We need to see the documents upon which these shares are being issued. If it is a debt conversion
we need to see the repayment rights. While you did tell us Asher is owed about $20,000 that does not constitute issuing 220 million
shares at 0004. If they are owed $20,000 and with reasonable non usury interest rate and fees we will pay them direct but we do
not with to have additional 220 million shares issued. |
| 8. | We have not received the detailed excel list of all creditors nor these Asher documents |
We do not believe that our request is unreasonable. We believe the
management has the right to inspect and verify all documents before any shares are issued. What is the rush? Why the sudden run
to the cashiers cage?.
You had made a request to convert your $180,000 debt and I advised
you that there’s two separate issues that affect your conversion. One is the 90 day holdover as you were the CEO of the Company
and second that the company is temporarily ranked a shell. The SEC rules are clear as a bell that no conversions can be done on
a shell. We also offered to buy your debt out on a discounted all cash basis.
Why would Asher debt (if there is a debt in a first place) have
super priority? Again save and except that everyone has a cozy relationship with Asher and these $500.00 favors are freely exchanged
my questions above remain unanswered.
We advised you that debt conversion’s are toxic which spawn
DTCC chills which virtually wipe out any and all shareholder values.
By this email and effective immediate (July 4 2013) the board of
Directors of KNSC has decided to terminate the services of the transfer agent Fidelity Transfer as their interests do not appear
to be of neutral in nature, but rather counterproductive to the company’s and shareholders’ interests.
The company intends to file an 8k material event notifying the market
and all broker dealers not to accept any unauthorized certificates issued by the KNSC ex management and Fidelity Trust
We caution you NOT to release or issue any shares of KNSC without
management prior approval and consent.
We intend to protect our and company shareholders interests to the
full extent of the law
For your information KNSC legal advisors have been notified in cc
and bcc of this email corespondance.
Govern yourselves accordingly
Regards
Miro Zecevic
From: Kenneth Glynn [mailto:inventionsunlimited@yahoo.com]
Sent: Wednesday, July 03, 2013 1:16 PM
To: Kevin Kopaunik; teresa@minamargroup.com; miro@minamargroup.com; Heidi Sadowski
Subject: Re:
Hi Kevin and Heidi,
Miro, please have the new President sign off on this. Thank
you. These shares are going out today but it would be appreciated if you would have this signed off.-Kevin
Ken,
Although because of the terms of our agreement, I don’t need
this to issue the shares, it would be appreciated if you would sign off and send back Thanks. Have a happy 4th
and I hope all is well.
---------- Forwarded message ----------
From: Corporate Account <miro@minamargroup.com>
Date: Wed, Jul 3, 2013 at 7:16 PM
Subject: Re: KNSC reply URGENT
To: fidelitytransfer@yahoo.com
We need full subscription agreement proof of payment legal opinion
The company is adamant that the stock be NOT released
They are threatening with a damming PR naming both Asher and your
co
Can we let this co breathe a bit? They are nice people this is robbery
Tx
Miro
On Wed, Jul 3, 2013 at 7:14 PM, Corporate Account <miro@minamargroup.com>
wrote:
Please send us proof of this letter
fax 1 416 3521428
Tx
On Wed, Jul 3, 2013 at 7:12 PM, Corporate Account <miro@minamargroup.com>
wrote:
How much more toxic financing do they have to convert?
Tx
On Wed, Jul 3, 2013 at 6:23 PM, <fidelitytransfer@yahoo.com>
wrote:
We received a legal opinion that the company is not a shell. Contact
Asher directly please . unfortunately we don't really have a choice as we have received everything we need to issue the shares.
Thanks and sorry for the problem. I don't want to be in the middle of this.
Kevin Kopaunik
On Jul 3, 2013, at 4:06 PM, Corporate Account <miro@minamargroup.com> wrote:
Kevin
The company may be a shell. We need to get an opinion.
The current management will not hold you in breach
What is the cash amount due to them?
The stock is up 200% and all of a sudden everyone has their hand
out
We find the timing dubious
Also the legend does not come off "automatically after a year".
Do not release the stock the management is new inexperienced and
may over react! My advice to them is to seek chapter 11 as the pit is bottomless here! The act ay be subject to a claw back
by the trustee plus if KNSC is a shell (we are trying to determine that but that is what it looks like at this point) Conversion
may be an SEC violation.
I know the new management has been asking for proof of payment
and so far not many have been able to pass that test. They need more time than Monday.
Regards
Miro
On Wed, Jul 3, 2013 at 5:53 PM, Kevin Kopaunik <kevin@fidelitytransfer.com>
wrote:
Miro, The agreement we have signed with ASHER stipulates
that we need no more information from the issuer to release these shares. I can give you until Monday to get this resolved
otherwise we can be in breach of our agreement with ASHER and Kenergy. I have cc;d Asher on this email. Please contact them
directly ASAP.
From: minamargroup@gmail.com [mailto:minamargroup@gmail.com]
On Behalf Of Corporate Account
Sent: Wednesday, July 03, 2013 3:26 PM
To: Kevin Kopaunik
Cc: Kenneth Glynn; teresa@minamargroup.com; Heidi Sadowski
Subject: Re:
Kevin
Please do not release any shares. This needs to be done by a board
resolution. The company management has not even had a chance to review any documents. They will require further proof due to the
" relationship " of Asher
Regards
Miro
On Wed, Jul 3, 2013 at 3:21 PM, Kevin Kopaunik <kevin@fidelitytransfer.com>
wrote:
Miro, please have the new President sign off on this. Thank
you. These shares are going out today but it would be appreciated if you would have this signed off.-Kevin
Ken,
Although because of the terms of our agreement, I don’t need
this to issue the shares, it would be appreciated if you would sign off and send back Thanks. Have a happy 4th
and I hope all is well.
From: Kenneth Glynn [mailto:inventionsunlimited@yahoo.com]
Sent: Wednesday, July 03, 2013 1:16 PM
To: Kevin Kopaunik; teresa@minamargroup.com; miro@minamargroup.com; Heidi Sadowski
Subject: Re:
Hi Kevin and Heidi,
Effective yesterday, I am no longer affiliated
with Kenergy Scientific, Inc. You can email Teresa or Miro at the emails set forth above, and copy me in on whatever you need
to make this transition. The new President is Charles Zein, but I think Teresa may be your first beneficial contact. I will
sign off as you may require.
I thank you and
your staff for the unwavering support in the past through the turmoil, and especially the extended kindnesses when Alex had his
near tragic accident. You will always be looked up to and in our prayers, as you did for Alex. (He is still crippled
and with the brain injuries, but his spirits are high, he walks (very difficultly) about 1/2 mile a day now and his processing
skills and inventive skills have returned.) If you're ever in this part of the US please let me know so that I can buy you dinner!
Sincerely, Ken Glynn
From: Kevin Kopaunik <kevin@fidelitytransfer.com>
To: 'Zachary Naidich' <znaidich@kbmworldwide.com>
Cc: KENNETH GLYNN <inventionsunlimited@yahoo.com>
Sent: Wednesday, July 3, 2013 2:29 PM
Subject: RE:
Zack, Ken
I need a sellers rep and
cost basis/instruction letter please(attached).
From: Zachary Naidich [mailto:znaidich@kbmworldwide.com]
Sent: Wednesday, July 03, 2013 10:59 AM
To: Kevin Kopaunik
Subject:
Kevin,
I have to run into a meeting in the city
before the holiday but if you can get the KNSC cert out today I can send a check for $500 with more money coming on each subsequent
conversion. This should get the company back and current long before we are finished with our existing notes. Assuming this works
for you, I can be reached on my cell phone at 917.887.0181 or you can just respond to this email. Thanks, enjoy your long weekend.
--
Sincerely,
Zachary Naidich
Asher Enterprises, Inc.
516.498.9890
RESOLUTION
To the Board of Directors of:
KENERGY SCIENTIFIC, INC. (KNSC)
I, Zoran Cvetojevic Chairman of the Board hereby confirm that by
unanimous decision of the KNSC Board of Directors a resolution was passed resolution of non-dilution or “lock up” whereby
no more than $100,000 of company debt issued before July 1 2013 by its ex management can or will be converted to common shares
per month. The company intends to make an informal settlement offers to all of its creditors’ on a case by case basis. The
entire corporate exposure is totalling well over $2 Million Dollars.
Dated this 4th day of July, 2013.
Zoran Cvetojevic
RESOLUTION
To the Board of Directors of:
KENERGY SCIENTIFIC, INC. (KNSC)
I, Zoran Cvetojevic Chairman of the Board hereby confirm that by
unanimous decision of the KNSC Board of Directors a resolution was passed to advise DTCC of the transfer agent issue begging the
DTCC for assistance in not honouring any certificates issued by this transfer agent on behalf of the company dated June 3 2013
without a proper registration statement or an exemption and specifically and shares issued to Asher Enterprises without a proper
duly authorized company representative signature including a good and valid legal opinion by a qualified SEC approved attorney
without any current or past SEC administrative notices or infractions.
Dated this 4th day of July, 2013.
Zoran Cvetojevic
RESOLUTION
To the Board of Directors of:
KENERGY SCIENTIFIC, INC. (KNSC)
I, Zoran Cvetojevic Chairman of the Board hereby confirm that by
unanimous decision of the KNSC Board of Directors a resolution was passed to terminate the services of the current transfer agent
Fidelity Transfer .
Dated this 4th day of July, 2013.
Zoran Cvetojevic
From: Manuel Canales <knscpublico@gmail.com>
Date: Thu, Jul 4, 2013 at 7:58 PM
Subject: Termination of services of Transfer Agent Fidelity Trust
To: Kevin Kopaunik <kevin@fidelitytransfer.com>
Dear Sir
I am the newly appointed CEO/COO of Kenergy (KNSC)
By this email and effective immediate (July 4 2013) the
board of Directors of KNSC has decided to terminate the services of the transfer agent Fidelity Transfer as their interests do
not appear to be of neutral in nature, but rather counterproductive to the company’s and shareholders’ interests.
The company intends to file an 8k material event notifying the market
and all broker dealers not to accept any unauthorized certificates issued by the KNSC ex management and Fidelity Trust
We caution you NOT to release or issue any shares of KNSC without
management prior approval and consent.
We intend to protect our and company shareholders interests to the
full extent of the law.
Regards,
Manuel Canales