quote:Originally posted by GlassCrasher: 13:33 8/14/2007 SGXI Strategy X, Inc. New Common Stock ATSS Alliance Transcription Services, Inc. Common Stock 1-3522 R/S
posted
PSPJ Announces Stock Dividend Wednesday September 12, 4:33 pm ET
LAS VEGAS, NV--(MARKET WIRE)--Sep 12, 2007 -- PSPP Holdings, Inc. (OTC BB:PSPJ.OB - News) announced today that its Board of Directors has declared a 1-for-10 stock dividend to shareholders of record as of September 28, 2007. Holders of ten or more shares of PSPP's common stock as of the end of regular trading hours on September 19, 2007 will receive one additional share of common stock for each ten shares then held. The stock dividend will be distributed on October 12, 2007.
Larry Wilcox, Chairman of PSPP, stated that "This stock dividend is part of our ongoing efforts to continually improve trading liquidity, broaden ownership and enhance shareholder value."
Persons who have acquired PSPP common stock on the OTC Bulletin Board on or before the end of regular trading hours on September 28, 2007 will be entitled to the stock dividend. In order to receive the stock dividend the shareholders who hold their shares in certificated form must deliver their stock certificates to PSPP's transfer agent for exchange by October 1 2007, and those shareholders whose shares are held at the Depository Trust Company will receive the dividend stock electronically into their brokerage accounts upon submission of a dividend claim form, which can be downloaded from PSPP's web site or requested in hard copy from PSPP.
About PSPP Holdings, Inc.
PSPP Holdings, Inc. (OTC BB:PSPJ.OB - News), headquartered in Las Vegas, Nevada, is a financial services company that is establishing an international banking network to facilitate electronic remittance, Mobile Banking, e-benefits, and stored value and pre-paid card solutions.
Safe Harbor Statement:
Under the Private securities Litigation Reform Act of 1995: The statements contained herein which are not historical are forward-looking statements, including all statements regarding paying a stock dividend, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements including, but not limited to, certain delays beyond the Company's control with respect to market acceptance of new technologies, products and services, delays in testing and evaluation of products and services, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.
Contact:
Contact: PSPP Holdings, Inc. 800-504-5844
-------------------- The difference between genius and stupidity is that genius has its limits
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Entry into a Material Definitive Agreement, Creation of a Direct Financial Obli
Item 1.01 Entry into a Material Definitive Agreement. On August 16, 2007, the Registrant entered into a note purchase agreement with Kyle Gotshalk. The note purchase agreement provides that the Registrant will execute and deliver a secured promissory note in the amount of $750,000 in favor of Mr. Gotshalk in consideration for, and subject to, certain representations and warranties of Mr. Gotshalk, including representations and warranties regarding: (i) the valid authorization and issuance of one million shares of the Registrant's Series A Preferred Stock to the Wilcox Family Limited Partnership; (ii) the terms and designations of the shares of the Registrant's Series A Preferred Stock delivered to the Wilcox Family Limited Partnership; and (iii) proper and complete compliance at all times with all of the provisions of the Securities Exchange Acts of 1933 and 1934, and the Rules and Regulations promulgated thereunder, by all persons that have sold shares of the Registrant's common stock.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On August 16, 2007, the Registrant issued a secured promissory note in the amount of $750,000 in favor of Mr. Gotshalk in connection with the note and purchase agreement described in Item 1.01. The promissory note provides that it was issued in consideration for, and subject to: (i) the representations and warranties made by Mr. Gotshalk to the Registrant in the note purchase agreement; (ii) the transfer of 14, 848,500 shares of the Registrant's common stock held by Mr. Gotshalk, his family, friends, and their respective family, friends and corporate entities, for retirement by the Registrant; (iii) the resignation by Mr. Gotshalk as a director and officer of the Registrant; and (iv) the resignation by Cherish Adams as a director and officer of the Registrant.
The note specifies that the Registrant may set off against the principal amount of the note an amount equal to $.80 multiplied by the difference in the number of shares of the Registrant's common stock surrendered and the number of shares of the Registrant's common stock that were to be surrendered in accordance with the note. The note also provides that it shall be of no force and effect if Mr. Gotshalk fails to complete in full the terms specified in the note.
As of the date hereof, none of the 14,848,500 shares of the Registrant's common stock described above have been returned to the Registrant, and Mr. Gotshalk is in breach of the note purchase agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangement of Certain Officers (a) On August 16, 2007, Mr. Gotshalk tendered his resignation as a member of the Registrant's board of directors. On September 1, 2007, the Registrant accepted Mr. Gotshalk's resignation.
On August 16, 2007, Cherish Adams tendered her resignation as a member of the Registrant's board of directors. On September 1, 2007, the Registrant accepted Ms. Adams' resignation.
(b) On August 16, 2007, Kyle Gotshalk tendered his resignation as President of the Registrant. On September 1, 2007, the Registrant accepted Mr. Gotshalk's resignation.
On August 16, 2007, Cherish Adams tendered her resignation as Chief Financial Officer and Secretary of the Registrant. On September 1, 2007, the Registrant accepted Ms. Adams' resignation.
(c) Appointment of Principal Officers
Effective August 31, 2007, the Registrant appointed Larry Wilcox its President. Mr. Wilcox remains Chief Executive Officer of the Registrant.
Mr. Wilcox has more than eight years of executive and senior management experience in the financial services sector and is directly responsible for all the contracts and staff of eSafe Cards, Inc., the Registrant's debit card issuer. Mr. Wilcox has been the executive in charge of eSafe Cards, Inc. since eSafe Cards, Inc.'s inception.
Mr. Wilcox is also currently Chief Executive Officer of UC Hub Group, Inc, a publicly traded Registrant quoted on the OTC-BB. He has been Chief Executive Officer of UC Hub Group, Inc. since 1997.
There have been no transactions during the Registrant's last two fiscal years, or any currently proposed transaction, or series of similar transactions, to which the Registrant is to be a party, in which the amount involved exceeds $60,000 and in which Mr. Wilcox had or will have a direct or indirect material interest other than an employment agreement that the Registrant may enter into with Mr. Wilcox. There are no family relationships between Mr. Wilcox and any other executive officers or directors of the Registrant.
Item 8.01 Other Events (a) The Registrant intends to cancel a total of seven million shares of its common stock that were issued by the Registrant on July 12, 2007. One million of these shares were issued to Kyle Gotshalk, one million were issued to Cherish Adams and the remaining five million were issued to Larry Wilcox. The Registrant intends to cancel these shares because the board meeting at which their issuance was authorized was not properly convened and therefore the shares were not duly authorized or validly issued.
(b) The Registrant has reason to believe that certain affiliates or former affiliates of the Registrant may have sold shares of the Registrant's common stock in a manner that did not comply with the registration requirements of the Securities Act of 1933 and failed to file with the Securities and Exchange Commission all reports relating to such stock sales, as required by the Securities Exchange Act of 1934. The Registrant has therefore hired a consultant to review all previous transactions in the Registrant's common stock and has retained new securities counsel to assist in this investigation.
Item 9.01 - Financial Statements and Exhibits. (d) Exhibits.
The following exhibits are furnished as part of this Report:
Exhibit Number Description
4.1 Secured Promissory Note
10.1 Note Purchase Agreement
-------------------- The difference between genius and stupidity is that genius has its limits
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