Press Ventures, Inc.

Deregistered its common stock under Section 12(g), citing about 40 holders of record - going dark just four months after the BioSafety reverse-merger pivot and without ever naming a replacement auditor, suggesting the new venture stalled almost immediately.

listing compliance notice

Terminated Goldman Accounting Services CPA, PLLC as auditor on December 5, 2013 without naming a successor - Goldman had never actually delivered any audit report during its five-month engagement; the same day, Wilson Garduque (who had stayed on as a director after stepping down as an officer in August) resigned from the board entirely, leaving Edward Denkiewicz as sole officer and director.

director officer appointment

Amended the BioSafety Technology License Agreement so BioSafety would get 6% of any future proceeds if the company ever sold the underlying patent outright - and explicitly disclosed that CEO Edward Denkiewicz is BioSafety's sole officer, director and owner, meaning the license itself is a related-party transaction.

material agreement

Raised $250,000 via a 10%-interest convertible promissory note sold to a foreign institutional investor on August 29, 2013, convertible into shares at the lower of $0.25 or a 25% discount to the five-day average trading price - the first outside capital raised since the BioSafety pivot.

capital raising announcement

Completed a reverse-merger-style pivot: entered a Technology License Agreement with BioSafety Systems Sp. z o.o. (Poland) to sublicense US patent 7,300,624 (air-purification/biosafety technology) and related know-how, paying with 170,000,000 new shares (stated value $230,000, 53.97% of the post-transaction share count after a related share cancellation) plus a 6% royalty on net revenues - officially ending the company's shell-company status as of August 19, 2013.

asset acquisition disposition

Disclosed that BioSafety Systems Sp. z o.o. - wholly owned by the company's own new CEO, Edward Denkiewicz - received 170,000,000 shares (held indirectly through Denkiewicz) in exchange for sublicensing air-purification/biosafety patent rights to Press Ventures.

director interest notice

Wilson A. Garduque resigned as President/CEO/Secretary/Treasurer and Edward Denkiewicz took over all four roles under a new Management Consulting Agreement ($2,000/month plus a $5,000 signing bonus), six days before the BioSafety technology-license deal that would make Denkiewicz's own company the controlling shareholder.

director officer appointment

Amended its Articles of Incorporation to increase authorized shares fifty-fold to 5,000,000,000 and immediately executed a 50-for-1 forward stock split, taking shares outstanding from 8,300,000 to 415,000,000 - a capital-structure overhaul typically done to prepare a shell for a reverse-merger share issuance.

bylaws amendment

President/CEO/Secretary-Treasurer Caroline Johnston sold her entire 5,500,000-share founder stake (66.27% of the company) to Lynda Cambly for a nominal $10 aggregate price plus other unspecified consideration, resigning all her officer and director roles in the same transaction - the company's first change of control.

director interest notice

Confirmed the same change of control: Lynda Cambly's purchase of Caroline Johnston's 5,500,000-share (66.27%) stake closed June 18, 2012, with Johnston resigning as director/President/CEO/Secretary-Treasurer and Cambly taking over all four roles.

director officer appointment

Filed the mandatory 10-day advance notice disclosing that Lynda Cambly had bought founder Caroline Johnston's entire 66.27% stake (5,500,000 shares) on June 18, 2012 under a Stock Purchase Agreement and would take over the board - a full change of control of the still-dormant shell.

business combination

Closed its $28,000 IPO on January 10, 2012 after selling all 2,800,000 registered shares at $0.01, bringing total shares outstanding to 8,300,000 held by 29 shareholders, with founder Caroline Johnston retaining 66.27% (5,500,000 shares).

other material event