(Edgar Glimpses Via Acquire Media NewsEdge) Item 3.02 Unregistered Sales of Equity Securities.
In anticipation of the transaction described in Item 5.01 below, on February 24,
2014, the holder of a $50,000 convertible note of the Company, elected to
convert the note into 10,000,000 shares of the Company's common stock. In
connection with the issuance of the 10,000,000 shares to the note holder, the
Company relied on the exemption provided by Section 4(2) of the Securities Act
of 1933, as amended. The person who acquired these shares was a sophisticated
investor who possessed full information regarding the Company's business and
operations. There was no general solicitation in connection with offer or sale
of these securities. The person who acquired these shares acquired them for its
own account. The certificate representing these shares had a restrictive legend
providing that they cannot be sold except pursuant to an effective registration
statement or an exemption from registration. No commission was paid to any
person in connection with the sale of these shares.
Item 5.01 Changes in Control of Registrant.
On February 27, 2014, NYX Capital Advisors, Inc. ("NYX" or "Seller") and Paul
Enright ("Enright") (the "Buyer"), entered into a Stock Purchase Agreement (the
"Purchase Agreement"), pursuant to which Seller would sell to the Buyer, and the
Buyer would purchase from the Seller, an aggregate of 10,000,000 shares of
MySkin, Inc.'s (the "Company") common stock (the "Shares"), which Shares
represent 87.0% of the issued and outstanding shares of the Registrant's common
stock. The closing occurred on February 27, 2014. The Buyer paid $75,000 for the
Shares using personal funds. There are no arrangements or understandings by and
among members of either the former or new control persons and their associates
with respect to election of directors or other matters of the Company except
that Mr. Enright became an officer and director of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
At the Closing of the transaction described in Item 5.01, Marichelle
Stoppenhagen resigned as the Company's sole director, Chief Executive Officer,
President, Chief Financial Officer, Secretary and Treasurer, and Paul Enright,
age 53, was elected as the Company's director, President, Chief Financial
Officer and Secretary, to serve in such capacities until his successors are duly
elected and qualified. Ms. Stoppenhagen's resignation as director will be
effective 10 days after the mailing of the Schedule 14F-1 Information Statement.
Information regarding Mr. Enright is set forth below:
Paul D. Enright, age 51, has been a financial and management consultant for
public and private companies for over the last 10 years. During the past 5
years he has been a consultant to the mining industry working in the areas of
financing and property acquisition with a focus on gold and industrial minerals.
He currently serves as President of MSD Gold Mining Corp., a gold exploration
and acquisition company located in Ontario, Canada and focusing on properties in
Northern Ontario. He has held this position since August 2012. From June 2010
until December 2011 he served as a member of the board of directors of Sierra
Resource Group, Inc., a publicly-traded mining company. He founded Marine
Exploration, Inc., a publicly-traded company engaged in the business of marine
treasure hunting, and he served as its Vice President of Business Development
from April 2008 until December 2008, and as President and a director from
December 2008 until August 2010. He resigned as President of Marine
Exploration, Inc. in August 2010, but he continued as a director until September
2011. Mr. Enright filed a petition under Chapter 7 of the Federal Bankruptcy
laws in the United States District Court for the District of Colorado and the
petition was subsequently discharged later in 2010. Mr. Enright attended
Western State College in 1980 - 1982 and Metro State College in Denver, Colorado
The following table shows the ownership, as of the date of this report, of those
persons owning beneficially 5% or more of the Company's common stock and the
number and percentage of outstanding shares owned by each of the Company's
directors and officers and by all officers and directors as a group. Unless
otherwise indicated, each owner has sole voting and investment power over their
shares of common stock.
Name and Address Shares Owned Shares
Directors and Executive Officers:
Paul Enright 10,000,000 86.9%
10235 Woodrose Lane
Highlands Ranch, CO 80129
Marichelle Stoppenhagen (a) 1,000,000 8.7%
410 2nd Street
Newport Beach, CA 92663
All Directors and Executive 11,000,000 95.6%
Officers as a Group (2
(a) Resignation as a director will be effective on March 10, 2014.
There are no arrangements known to the Company, the operation of which may at a
subsequent date result in a change in control of the Company.