VANCOUVER, Jan. 20 /PRNewswire-FirstCall/ - Belvedere Resources Corporation (BELV.OB), has entered into agreements resulting in a change of control and possible reorganization of the company.
On January 12, 2010 entered into a subscription agreement with Rock Rutherford for the purchase of 60,000,000 shares of the Company's common stock at US $0.0001 per share for total proceeds of US $6,000. On the closing of this subscription agreement Mr. Rutherford owned approximately 91% of the current issued and outstanding shares of Belvedere's common stock.
Additionally, on January 12, 2010, Belvedere entered into a re-organization agreement with its sole director and officer, Shawn Englmann. The material terms of this agreement are as follows:
- A proposed 10 for 1 consolidation of Belvedere's common stock is considered; - Mr. Englmann agreed not to sell or transfer more than 10,000 shares of Belvedere stock on any given day through a brokered transaction; - Mr. Englmann is granted an option to purchase 450,000 shares of Belvedere's common stock at a price of $0.00001 per share until January 12, 2011. The number of shares of the Company's common stock available for acquisition under this option shall remain the same regardless of any consolidations of Belvedere's stock; - A maximum of 450,000 shares of Belvedere's common stock held by Mr. Englmann shall be registered for re-sale with the US Securities and Exchange Commission within 6 months of the date of this agreement; - Mr. Englmann's shareholder loan shall be repaid no later than June 30, 2010 and will continue not to accrue any interest until June 30, 2010. If the shareholder loans are not repaid by June 30, 2010, they will begin to accrue interest at a rate of 1% per month; and - Mr. Englmann agreed to resign as Belvedere's director and officer following an anticipated 10 for 1 consolidation of Belvedere's common shares.
Except for historical information contained herein, the matters set forth above may be forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. Words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to Belvedere or its management, identify forward-looking statements. Such forward-looking statements are based on the current beliefs of management, as well as assumptions made by and information currently available to management. Actual results, including revenue and customer projections, could differ materially from those contemplated by the forward-looking statements as a result of certain factors such as the level of business and consumer spending, the amount of sales of Belvedere's products, the competitive environment within the industry, the ability of Belvedere to continue to expand its operations, the level of costs incurred in connection with Belvedere's expansion efforts, economic conditions in the industry and the financial strength of Belvedere's customers. Belvedere does not undertake any obligation to update such forward-looking statements. Investors are also directed to consider all other risks and uncertainties.
SOURCE Belvedere Resources Corporation