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): January 31, 2016
CINDISUE MINING CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-54390
(Commission File Number)
27-1662466
(IRS Employer Identification No.)
11255 Tierrasanta Blvd., Unit 78
San Diego, CA 92124
(Address of principal executive offices and Zip Code)
(855) 513 4440
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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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))
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Item 5.01 Changes in Control of Registrant.
On February 5, 2016, Matthew Carter-Worrall, our director, purchased 6,000,000 shares of our common stock from Daniel Martinez, in a private transaction for an aggregate total of $5,000, to be paid in GBP at an agreed exchange rate of 1.4239 USD to GBP in the sum of £3,511.48. The funds used for this share purchase were Mr. Carter-Worrall’s personal funds. This transaction resulted in Mr. Carter-Worrall taking control of 60% of our currently issued and outstanding shares. A copy of the share purchase agreement is attached hereto as Exhibit 10.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 5, 2016 Daniel Martinez resigned as our President, Chief Executive Officer, Chief Financial Officer and Director and any and all other positions to which he has been previously or at any time appointed, regardless of whether he served in such capacity of Cinidsue Mining Corp. (the “Company”) and concurrently the Company appointed Matthew Carter-Worrall as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Daniel Martinez further agrees to supply all historical and current documentation relating to the operations of the Company in a timely manor and further agrees to provide without delay any additionally requested information relating to events prior to his resignation required in the on-going operations of the Company.
Our Board of Directors is now comprised solely of Matthew Carter-Worrall.
Matthew Carter-Worrall – President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and sole Director
September 2015 to Current, Mr. Carter-Worrall runs a property information company (Property And Land Information, “Pali”) supplying financial and environmental reports in relation to property transactions.
March 2010 to January 2014, Mr. Carter-Worrall served as President and chief executive officer of Amerilithium Corp., a Company primarily engaged in the acquisition and exploration of mining properties.
From July 2006-August 2008, Mr. Carter-Worrall was a partner of Imagex, a print and design agency engaging in ecommerce operations and providing business consultancy to both small and blue chip organization.
From September 1999 to March 2010, Mr. Carter-Worrall worked as an independent property developer, completing several small to medium sized property developments.
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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CINDISUE MINING CORP.
/s/ Matthew Carter-Worrall
Matthew Carter-Worrall
President, Treasurer, Secretary & Director
February 5, 2016
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EXHIBIT 10.1
STOCK PURCHASE AGREEMENT
THIS Stock Purchase Agreement (this “Agreement”) dated February 5, 2016, is made by and between Matthew Carter-Worrall (the “Purchaser”), and Daniel Martinez, the undersigned shareholder (the “Seller”).
The purpose of this AGREEMENT is to set forth the terms whereby the Purchaser will buy 6,000,000 shares of Cindisue Mining Corp.’s (the “Company”) common stock (the “Shares”) from the Seller.
The following numbered paragraphs reflect the entire understanding of the arrangement between Purchaser and Seller.
1.
Terms of Conditions of Purchase
The Purchaser agrees to buy the Shares for $0.0008 per Share.
2.
Terms of Settlement
Purchase price for the Shares shall be $5,000, to be paid in GBP at an agreed exchange rate of 1.4239 USD to GBP in the sum of £3,511.48
3.
Restricted Status of the Shares; Subsequent Dispositions.
The Purchaser hereby confirms its understanding that the Shares to be delivered to the Purchaser will be “restricted securities” as that term is defined in Rule 144 under the under the Securities Act of 1933, as amended (the “Securities Act”), and agrees that such Shares shall bear a restrictive legend indicating that they have not been registered under the Securities Act. The Purchaser hereby agrees that it shall not make any subsequent offer, sale, transfer, or pledge of Shares unless such disposition is pursuant to registration under the Securities Act and any applicable securities laws of any state or pursuant to an exemption therefrom.
4.
Representations and Warranties of Seller
Seller represents and warrants that:
(a)
immediately prior to and at the Closing, the Seller shall be the legal and beneficial owner of the Shares and the Seller shall transfer to the Purchaser the Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character;
(b)
the Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transactions contemplated hereby;
(c)
the Seller is, and has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as that term is defined in Rule 144 promulgated under the Securities Act;
(d)
there are no investigations, actions, suits or proceedings, administrative or otherwise, threatened or pending to the knowledge of the Seller that affect each Seller’s rights to their respective Shares or the sale of their respective Shares;
(e)
the warranties and representations of the Seller and the provisions hereof shall survive the date hereof, and the consummation of the transactions contemplated herein;
(f)
the Seller shall indemnify, defend and hold harmless Purchaser from and against all liabilities incurred by Purchaser, directly or indirectly, including without limitation, all reasonable attorney’s fees and court costs, arising out of or in connection with the purchase of the each of the Seller’s respective Shares set forth in this Agreement, except where fraud, intent to defraud or default of payment evolves on the part of Purchaser; and
(g)
such Seller is not insolvent, is not in receivership, nor is any application for receivership pending; no proceedings are pending by or against it in bankruptcy or reorganization in any State or Federal court, nor has it committed any act of bankruptcy.
5.
Entire Agreement.
This Agreement sets forth the entire understanding and agreement between the parties with reference to the subject matter hereof, and there are no other agreements, inducements, understandings, restrictions, warranties or other representations verbal or otherwise between the parties other than those set forth herein.
6.
Legal Agreement.
By the signatures of their appointed representatives appearing below, the Purchaser and Seller will have duly executed and delivered this agreement, constituting a legal, valid and binding agreement enforceable under the laws of the State of Delaware in accordance with its terms.
7.
Further Acts.
Each party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
8.
Survival
This Agreement shall be binding on, and shall inure to the benefit of, the parties and their respective heirs, legal representatives, successors and assigns.
9.
Notice
All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing, and shall be deemed to have been duly given (1) on the date of delivery, if delivered personally, or sent by facsimile by 3:00 p.m. local time at the place of delivery on such date, followed by an original delivered by first class mail, registered or certified, return receipt requested, postage prepaid, to the party to whom notice is to be given, (2) within 72 hours after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified mail, return receipt requested, postage prepaid, or (3) on the following day if sent by a nationally recognized overnight delivery services, in each case, properly addressed to the party at his address set forth on the signature page of this Agreement or any other address that any party may designate by written notice to the others.
10.
Assignment and Termination
No party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.
11.
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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| SELLER: Daniel Martinez
| | PURCHASER: Matthew Carter-Worrall |
| Per: | | Per: |