UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported): August 15, 2014
Basta Holdings Corp.
(Exact name of registrant as specified in its charter)
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Nevada
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333-185572
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99-0367603
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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1111 Kane Concourse
Suite 518
Bay Harbor Islands, FL 33154
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(Address of principal executive offices)
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(305) 867-1228
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 8.01 Other Events
On August 15, 2014 we entered into a Letter of Intent with Heliflight Peru SAC (“Heliflight Peru”) which provides the frame work for the leasing of helicopters to Heliflight Peru. Both parties have 90 days to complete due diligence and to execute a final agreement and one hundred twenty (120) days to close the transaction. The LOI requires that once a final agreement is reached, Heliflight Peru will be required to lease helicopters with certain minimum hours. The amount of revenues which the Company will generate if a final agreement is reached is to be determined. There is of no assurance that a final agreement will be reached. The LOI with Heliflight Peru is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
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Description |
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| 10.1 |
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Letter of Intent with Heliflight Peru |
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| 99.1 |
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Announcement with respect to the Letter of Intent |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Basta Holdings Corp.
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(Issuer)
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By:
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/s/ Jacob Gitman
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Jacob Gitman, President
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Dated: August 18, 2014
Exhibit 10.1
LETTER OF INTENT BETWEEN BASTA HOLDINGS CORP AND HELIFLIGHT PERU SAC
August 14, 2014
Alfredo Seminario E.
Chief Executive Officer
Heliflight Peru SAC
Dear Mr. Seminaro:
The purpose of this Letter of Intent (“Letter”) is to provide notification of the intention of BASTA HOLDINGS Corp. (“BASTA”) to lease through Heliflight Peru SAC (“HOLDER”) two (2) commercial helicopters.
BASTA HOLDINGS Corp. represented by its President Mr. Jacob Gitman located at 1111 Kane Concourse, Suite 518, Bay Harbor Islands, FL 33154-USA, pursuant to recent communications between the parties, confirms that it is prepared to lease two (2) MI-17 or MI-8-MTV1 or MI-117E helicopters through HELIFLIGHT PERU SAC subject to the following conditions:
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1.
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A monthly usage minimum of ninety (90) hours will be paid in total for both helicopters. The financial aspect will be addressed in the parties' contract to be forthcoming.
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2.
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Both helicopters shall meet the minimum list (MEL) including Avionics in accordance with the newly established regulation (135NE of the DGAC-CAA/Peru)
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3.
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Based upon the given project and if the project so requires, BASTA will endeavor to provide aircraft that are not exceeding fifteen (15) years from the date of manufacturer and if any aircraft reaches the 15th year of manufacture while in the performance of its operations, BASTA shall replace the aircraft with one which meets the specifications. If the project does not require aircraft of a specific year, BASTA will provide aircraft of different years of production but fully compliant with the rules and regulations.
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4.
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All helicopters shall have a current and up-to-date airworthiness certificate issued by the authorities of the country of origin.
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5.
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All helicopters shall show the type of certificate or attested force issued and approved by the aircraft factory and government of origin.
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6.
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All helicopters shall have the following characteristics:
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a)
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Capacity for nineteen (19) passengers
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b)
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Internal cargo of Three Thousand (3,000) kilograms and maximum external cargo of Four Thousand (4,000) kilograms.
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c)
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A rescue winch with rescue kit and up-to-date expiration date.
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d)
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Long and short cargo lines of necessary lengths in order to comply with the usage needed. All lines shall be of kevlar material and approved by MIL Standard and MAK Manufacture.
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7.
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The proposed length of the contract shall be no shorter than twenty four (24) months from the time the aircraft are fully operational in Peru. In each case this contract will start once a contract is assigned by a client. In addition, Lessee will, at its own expense, market the use of such helicopters when the aircrafts are legally able to operate in Peru.
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8.
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The helicopters shall contain all operation, maintenance, MEL manuals and all of those documents required by DGAC-CAA in English and its transcription in Spanish.
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9.
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All aircraft included in the final agreement will be solely used for civilian purposes and not for military, paramilitary or police use. The aircraft shall be of civilian registry and not military certified.
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10.
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In consideration of furthering their respective business interests, the parties hereby agree as follows: this letter shall be implemented under the terms of a definitive Written Agreement to be prepared by BASTA within the next Ninety (90) days which will provide the details for closing the transaction, but will not vary the terms of the agreements set forth in this letter.
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11.
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The completion/closing date shall be within the next one hundred twenty (120) calendar days.
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12.
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Each party shall bear its own costs arising out of the negotiation of this transaction.
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13.
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Due Dillgence: Each party shall facilitate a smooth, efficient, transparent and unobtrusive due diligence process for the benefit of the other while maintaining the confidentiality of any due diligence material. The due diligence shall be completed within ninety (90) days of the execution of this Letter of Intent.
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14.
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Timetable: Depending on the parties’ requirements, the parties anticipate that the transaction shall be completed within one hundred twenty (120) days of acceptance of the execution of this Letter of Intent.
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15.
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Confidentiality: The parties will enter into the confidentiality agreement to be incorporated in the Contract.
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16.
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This is LOI sets forth the basic understanding of the parties with respect to the transaction described above and does not identify all terms and conditions of the transaction described herein and accordingly is not binding on the parties and shall not bind either BASTA or HOLDER until a final definitive agreement is fully executed between the Parties as contemplated herein.
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We trust that this offer is acceptable to you and look forward to hearing from you. If you are agreed, please sign and return this Letter of Intent.
Yours Sincerely,
Lessor:
Mr. Jacob GITMAN
President
For and Behalf of
BASTA HOLDINGS Corp.
Dated : August 15, 2014
Seller:
Mr. Alfredo Seminario E.
Chief Executive Officer
For and Behalf of
HELIFLIGHT PERU SAC.
Dated : August 15, 2014
Basta Holdings Signs LOI with Heliflight PERU SAC to Provide ACMI Leasing of Helicopters through Joint Venture
FORT LAUDERDALE, FL, August 18, 2014 – Basta Holdings Corp. (OTCBB: BSTA), an aviation services and logistics management company, today announced that on August 15, 2014, it signed a Letter of Intent (LOI) with Heliflight PERU SAC to form a joint venture (JV) that will provide ACMI leasing of helicopters throughout Peru. The parties have ninety (90) days to formalize their understanding into a definitive written agreement and one hundred twenty (120) to close the transaction.
Heliflight PERU SAC is an aviation company based in Lima that provides Air Transport Service in Special Air Transport and aerial work geared toward the oil, mining and hydropower sector throughout Peru. Once the joint venture is finalized, the established entity will be able to bid on Peruvian Government contracts via Heliflight PERU’s Air Operator’s Certificate.
The Company’s new joint venture will provide ACMI (aircraft, crew, maintenance and insurance) leasing of MI-17, MI-8-MTV1 and MI-117E helicopters in Peru to provide logistical support, internal and external air cargo for projects that require the transport of highly valuable cargo and passengers. These projects will include, but are not limited to oil, gas, and mining exploration, construction and emergency air rescue and evacuation operations. Basta Holdings projects that if this new joint venture comes to fruition, it will generate substantial revenues for the company.
“Establishing a joint venture with Heliflight PERU is a very positive development for Basta Holdings as it will enable us to bid on government aviation contracts in Peru, which has a growing market for helicopter leasing due to its large number of mining, oil and gas exploration efforts throughout the nation. We fully expect this venture to generate sizeable revenues as these helicopters provide a swift, safe and efficient solution for our clients as traditional methods are not suitable for certain types of transportation circumstances,” commented Basta Holdings’ President, Jacob Gitman.
“Basta’s high-quality staff extensive has experience in carrying out operations to support mining as well as petroleum activities in some of the most remote regions of the world. Our experts will provide efficient technical support geared towards safety and building lasting relationships with clients to help ensure the success of this joint venture and we believe will lead to the securing of additional clients in the future,” continued Mr. Gitman.
About Heliflight PERU SAC
Heliflight PERU SAC is an aviation company aimed at providing air service Air Transport Special and Air Working with Operators Certificate Air Services No. 081 in Peru. The company specializes in making Air Transport flights Special (VIP Flights, Air Travel, Medical Evacuations, Charter Flights, Transportation of personnel, etc.) within the category Aerial Work (External Load, Magnetometry, Seismic, Search and Rescue, Mining and Petroleum Prospecting, etc.) under the standards of the System Safety Management (SMS). For more information, visit www.heliflightperu.pe.
About Basta Holdings Corp.
Basta Holdings Corp. provides contract procurement, business development and management services in the aviation and logistics industries. The company specializes in management of long-term ACMI leases of fixed wing and rotary passenger and cargo aircrafts and private business aviation, which includes charter, maintenance, overhaul and FBO development and management as well as various auxiliary services.
For more information on the company, please visit www.bastaholdings.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. No past revenue or other performance can guarantee the same or better performance in the future. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Contact:
888-959-7095
ir@sealpointconsulting.com
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