OPEN LETTER TO ALL SHAREHOLDERS OF PURESPECTRUM (PSRU)
5 Step Turn Around Plan and Forward Guidance
July 14 2017
The interim management of PSRU is issuing this open letter / forward guidance as a matter of courtesy and in tune with good corporate management practices of maintaining full transparency with all of our shareholders and followers. Our corporate web site is: www.psruturnaround.com Our social network site is Twitter @psrustock
Coming out of the dark with new management
This is significant as PSRU has been in the dark past 3 years with no updates or news releases. We the PSRU management have also filed an 8k with the US Securities and Exchange Commission (SEC) as a volunteer filer as to how we came into control position with PSRU. https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12151337
The company deregistered as a reporting issuer with the SEC in 2011. https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8279091
As PSRU is a voluntary filer the SEC rules state that a filing must pass a SEC review. SEC had reviewed the filing and supporting documentation. All of this was revived and approved by the SEC. That document is self-explanatory.
We also filed a Reg D for the purpose of securing certain financing- see SEC Filing https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12163221 this document was also approved by the SEC on behalf the duly appointed officers and Directors of Principals.
Toxic financiers & Dilutive Management
The significance of all these filings and this forward guidance shareholder address is to thwart or dis spell some of the unsubstantiated claims that are being widely circulated by a group of “shareholders” who claim that they are the rightful control block owners of PSRU.”fake control"
Our research shows that this fake group has very little or no position of PSRU stock and other than their close ties with past toxic financiers of PSRU this is where their stockholding begins and ends. As they also have an intertwined relationship with 5 or 6 other OTC companies completely unrelated to PSRU that are also serviced by the same transfer agent (TA) the TA has become uncooperative in assisting interim management in ascertaining the exact share structure.
We have placed TA on notice that unless we receive a certified true copy of the share structure we will have no alternative but to terminate their relationship as a service . They refuse to provide a share structure on a public company. This in our opinion is the reason our share price is not accurately reflecting the true PSRU valuation. We have also retained a Litigation lawyer to pursue this group for tort and business interference. *1
PSRU is on a verge of a massive 7 plant approximately 60,000 as foot marijuana cultivating plant. Their revenues are in the $12 to $15 million-dollar range making them THE BIGGEST GROWER IN NORTH AMERICA!
Images of their operation are posted on our PSRU web site.
As a large operator, the owners have a significant investment at stake. They rightfully so want and need to see the fake control group either prove their claim or move on.
1. The fake control group has remained silent for the past 3 years on their apparent ownership rights. 2. No news was issued in conjunction of this material event! Ever !! 3. No SEC Filing was ever made no ULC filing no State or even provincial filing no PPSA nothing at all to ever show any claim or state a claim 4. No consideration of proof of any consideration, nothing. 5. No board resolution of new management – new owners 6. No annual statement of PSRU indicate any debt owed to this group
What they did produce is a self-signed both as officer and debt holder note died with some company that has no affiliation with PSRU whatsoever. They also have a certificate which clearly stated “draft” by the TA. This is troublesome for many reasons.
1. Is the fact that psru is in arrears with DE State filing. Any issuance of new shares is a felony 2. PSRU passed a resolution that only the company, y officers can issue preferred shares and not the TA 3. The certificate clearly states DRAFT
It is interesting to note that the fake note is addressed to the debt holder / purchaser (Yoder) however we have not been able to reach him notwithstanding that he’s been cc on all correspondences. Interestingly the self-appointed CEO Mr Dallas Boley has been a driving force behind this ordeal. Just seems odd that a CEO is hell bent on making sure the financiers note is converted and honored yet the beneficiary of the note or the financier remains silent?
For the record Mr Natario was listed as PSRU only officer and Director from at least Sept 2015 till July 12 2017. In July 12 Mr Natario advised Ms Hall (TA) that he sold his control block to us. He also advised OTC Markets of the same. The fake note group or Bully also contacted OTC and TA office. OTC Markets and other service providers. When OTC markets contacted TA office for a verification as to whom is the actual controlling party of PSRU Ms Hall (TA) advised them that the Bully group should be listed as the only officer on OTC Markets. After the SEC 8k came out OTC markets froze OTC access for both sides in a status quo until this matter is resolved.
This may be a moot point moving forward as SEC is the federal government agency and the proper venue to file securities and corporate actions. PSRU long term plans and goals are to return to being a reporting issuer with SEC
PSRU interim management strongly urged Ms. Hall to consult her litigation and securities barrister and cease and desist from further activities that undermine PSRU hard work. PSRU is on a verge of a merger with a 10-12-Million-dollar marijuana producing company and possibly the largest such operation in N America. Ms. Halls and Bully actions are creating a very volatile and unstable market condition for PSRU shareholders of all classes of shares. As management in transition we are hereby exercising our fiduciary duty to protect the interest of all of our shareholders and followers.
This is one issue we are addressing with securities lawyers such as Mr Lux and a litigation barrister. Regardless of the outcome with the fake control group we are proceeding with a much smaller merger candidate a marijuana based spray type product for various ailments. Once the fake control matter is resolved shortly the main merger co is expected to close shortly thereafter. In summary plans call for a 3 way merger.
Arrears with State of Delaware
Currently the management is also working on bringing PSRU current with the state of Delaware or re domiciling the company to Wyoming. This will bring a significant savings to PSRU on a annual base. For example PSRU current arrears with Delaware is approximately $65,000 and annual fee of about $7,000 to renew. Moving to Wyoming will save the company these sums annually moving forward. A new Wyoming entity has already been incorporated which will become the surviving entity once PSRU redomiciles to Wyoming from Delaware.
Debt and Arrears in Financial Reports
Currently PSRU has financial records completed to 2012. After 2012 the financial situation is unknown. According to ex management and as reported by ex-management there is approximately $25 million-dollar deficit including several million dollars in convertible debt. Interestingly the only group or entity claiming rights to this debt is the same group that appointed a CEO Dallas Boley who is dedicated and determined to see this toxic financier convert his debt into PSRU stock. We have tried to no end to ascertain the true nature of this debt and requested proof of any funds advanced or proof of purchase of the actual debt document and supporting document / underlaying instruments. This group is unwilling or unable to provide such information. We retained two separate firms to review analyze and inspect t PSRU filings and financial records and no such debt can be located or backed up. As a precaution, we also ran a 30 day “Notice To Creditors” notices on various community type newspapers and social media. No creditor has come forward claiming any monies from PSRU.
Unless someone comes through with supporting documents PSRU management intends to restate its financial reports and write off between 95-98% of the $25 million-dollar debt. We will do so if an off-balance sheet type accounting.
We are well under way to completing our 5 step turnaround plan. Our mandate is set at 60 to 180 days. We started the turnaround program on PSRU on or about June 15, 2017.
Filings en route
10k financials for 2014, 2015, 2016 and 6 months 2017 Insiders holdings 8k encompassing all the material events herein
More news will be released on a timely basis.
Note: *1 The transfer agent was terminated on July 14 2017