Item 1.01 Entry into a Material Definitive Agreement.
On March 26th, 2021, Premier Products Group Inc. seller, (the "Company") and
Data Smart Company, Inc. (DSI), buyer, ( a private Delaware corporation)
entered into a Purchase Agreement to sell the 51 preferred controlling shares
of Valley High Mining Company. Data Smart Company, Inc. used cash to purchase
Valley High Mining Company.
The agreement states that on the closing date of March 26th, 2021, all Premier
Products Group, Inc shareholders on March 26th, 2021 will have common shares in
the private company Data Smart Company.
Premier Products Group Inc. (OTCBB) completed the sale of their direct
wholly-owned subsidiary, Valley High Mining Company's 51% voting control Series
B Preferred shares, to a newly formed Delaware company, Data Smart Company Inc.
All Shareholders of Premier Products Group Inc. (PMPG, OTCBB) will be receiving
One (1), Data Smart Company Inc. share for every one (1) PMPG share they owned
on the close of business March 26, 2021. The shares issued are not tradable, as
Data Smart Company Inc. is a privately held company and does not trade on any
exchange as of yet. The shares will be held in book entry form and the company
will be acting as the registrar and will be notifying shareholders on how they
can access their share information in the near future on their website. Data
Smart Company Inc. information is as follows
Data Smart Company Inc.
5868 Westheimer RD Unit 453
Houston, TX. 77057
Phone (713) 332-6377
info@datasmartcompany.com
CEO. Ceddrick Brown
How Valley High Mining Company Became a Private Wholly-Owned Company
On February 22, 2018, the issuer (having been renamed, immediately prior to this
Holding Company Reorganization, from "Premier Products Group, Inc." to "Valley
High Mining Company") completed a corporate reorganization (the "Holding Company
Reorganization") pursuant to which Valley High Mining Company, as previously
constituted (the "Predecessor") became a direct, wholly-owned subsidiary of a
newly formed Delaware corporation, Premier Products Group, Inc. (the "Holding
Company"), which became the successor issuer. In other words, the Holding
Company is now the public entity. The Holding Company Reorganization was
effected by a merger conducted pursuant to Section 251(g) of the Delaware
General Corporation Law (the "DGCL"), which provides for the formation of a
holding company without a vote of the stockholders of the constituent
corporations.
In accordance with Section 251(g) of the DGCL, Premier Services, Inc. ("Merger
Sub"), another newly formed Delaware corporation and, prior to the Holding
Company Reorganization, was an indirect, wholly owned subsidiary of the
Predecessor, merged with and into the Predecessor, with the Predecessor
surviving the merger as a direct, wholly owned subsidiary of the Holding Company
(the "Merger"). The Merger was completed pursuant to the terms of an Agreement
and Plan of Merger among the Predecessor, the Holding Company and Merger Sub,
dated February 22, 2018 (the "Merger Agreement").
The foregoing description of the Merger Agreement set forth in this current
report is qualified in its entirety by reference to the full text of the Merger
Agreement, which can be found on the EDGAR system on the 8k filed and dated
March 01, 2018 by Premier Products Group Inc.(PMPG)(OTCBB)
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