Amended Current Report Filing (8-k/a)
July 28 2016 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 21, 2016
AUREUS
INCORPORATED
(Exact
name of registrant as specified in its charter)
Nevada
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000-55398
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47-1893698
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3555
½ Tizer Lane, Helena, MT
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59602
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(775)-398-3173
N/A
(Former
name or former address, if changed since last report)
With
a copy to
:
Philip
Magri, Esq.
Magri
Law, LLC
2642
NE 9th Avenue
Fort
Lauderdale, FL 33334
T:
(646) 502-5900
F:
(646) 826-9200
pmagri@magrilaw.com
www.MagriLaw.com
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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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EXPLANATORY
NOTE
The
Registrant is filing this Form 8-K/A (Amendment No. 1) to amend certain disclosure under Item 1.01 included in the Form 8-K filed
with the Securities and Exchange Commission on July 22, 2016. Item 1.01 in this Form 8-K/A clarifies that the 45 million (45,000,000)
unregistered shares of common stock of the Company will be issued to the Seller in consideration for the Properties. This Form
8-K/A also deletes Item 3.02 in the Original Filing due the fact that the shares have not yet been issued.
ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 21, 2016, Aureus Incorporated, a Nevada corporation (the “
Company
”),
entered into that certain Purchase Agreement (the “
Purchase Agreement
”) with
Montana Mine Land Holdings LLC., a Montana limited liability company (the “
Seller
”).
Pursuant to the Purchase Agreement, the Company purchased an undivided 100% interest in and to certain of Seller’s mining
claims and properties in Broadwater County, Montana (the “
Properties
”) in
consideration for 45 million (45,000,000) unregistered shares of common stock of the Company valued at $0.00248889 per share of
common stock, for an aggregate purchase price of $112,000.
Tracy
Fortner, the President and CEO of the Company, owns 100% of the outstanding equity of the Seller and serves as its Chief Executive
Officer and Managing Member.
The
Properties are described in the Purchase Agreement as follows:
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1.
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The
Property – Keene Placer M.S.
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a.
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Patented
Mining Claims: Keene Placer, M.S. NO. 3336/4547, Patent No. 27669; located in sections 13 and 24, Township 10 North, Range
2 East, P.M., Broadwater County, Montana
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2.
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The
Property – Western Star Lode
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a.
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Western
Star Lode Mining Claim and Mill Site located in the E ½ of Sec. 13, T10N, R2E, United States Patent Number 222, designated
as lots 54a and 54b, recorded in book 59 of Deeds at Page 450 in the records of Broadwater County, Montana
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The
foregoing summary description of the terms of the Purchase Agreement may not contain all information that is of interest to the
reader. For further information regarding the terms and conditions of the Purchase Agreement, this reference is made to such agreement,
which is filed as Exhibit 10.1 hereto and is incorporated herein by this reference.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The
disclosure contained under Item 1.01 of this Form 8-K is incorporated by reference herein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
Exhibit
No.:
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Description
of Exhibit:
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10.1*
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Purchase
Agreement, dated July 21, 2016, by and between Montana Mine Land Holdings LLC and Aureus Incorporated
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*Filed
as Exhibit 10.1 to Form 8-K filed with the Commission on July 22, 2016 and incorporated by reference herein.
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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AUREUS
INCORPORATED
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Dated: July 28, 2016
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By:
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/s/
Tracy Fortner
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Tracy Fortner
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Chief Executive Officer, President, Secretary
& Treasurer
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(Principal Executive Officer)
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(Principal Financial and Accounting Officer)
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