0001140361-16-065469.txt : 20160516 0001140361-16-065469.hdr.sgml : 20160516 20160516124802 ACCESSION NUMBER: 0001140361-16-065469 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151001 FILED AS OF DATE: 20160516 DATE AS OF CHANGE: 20160516 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Quest Solution, Inc. CENTRAL INDEX KEY: 0000278165 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 020314487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 860 CONGER STREET CITY: EUGENE STATE: OR ZIP: 97402 BUSINESS PHONE: 800-242-7272 MAIL ADDRESS: STREET 1: 860 CONGER STREET CITY: EUGENE STATE: OR ZIP: 97402 FORMER COMPANY: FORMER CONFORMED NAME: AMERIGO ENERGY, INC. DATE OF NAME CHANGE: 20081112 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC GAMING INVESTMENTS, INC. DATE OF NAME CHANGE: 20060501 FORMER COMPANY: FORMER CONFORMED NAME: LEFT RIGHT MARKETING TECHNOLOGY INC DATE OF NAME CHANGE: 20031002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Viascan Group Inc. CENTRAL INDEX KEY: 0001673424 STATE OF INCORPORATION: A8 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09047 FILM NUMBER: 161652207 BUSINESS ADDRESS: STREET 1: 8102 TRANSCANADA HWY CITY: ST-LAURENT STATE: A8 ZIP: H751M5 BUSINESS PHONE: 514-744-1000 MAIL ADDRESS: STREET 1: 8102 TRANSCANADA HWY CITY: ST-LAURENT STATE: A8 ZIP: H751M5 3 1 doc1.xml FORM 3 X0206 3 2015-10-01 0 0000278165 Quest Solution, Inc. QUES 0001673424 Viascan Group Inc. 8102 TRANSCANADA HWY ST-LAURENT A8 H751M5 QUEBEC, CANADA 0 0 1 0 Series B Preferred Stock 1 D Series A Preferred Shares of Question Exchange Ltd. 2015-10-01 Common Stock of Quest Solution, Inc. 5200000 D Each of the Series A Preferred Shares (the "Exchangeable Shares") of Quest Exchange Ltd. ("ExchangeCo") is exchangeable into one (1) share of common stock of Quest Solution, Inc. ("Parent") at the election of Viascan Group Inc. or, in certain circumstances, of Parent and has no expiration date. The purchase price payable by Parent for each of the Exchangeable Shares to be purchased by Parent under the exchange right (the "Exchange Right") set forth in the October 1, 2015 Voting and Exchange Agreement by and among Parent, ExchangeCo. and Viascan Group Inc. shall be an amount per share equal to: (a) the Current Market Price (as defined in the Voting and Exchange Agreement) of one share of Parent Common Stock on the last business day prior to the date of closing of the purchase and sale of the Exchangeable Shares under the Exchange Right, which shall be satisfied in full by Parent causing to be sent to such holder one share of the Parent Common Stock; plus (b) to the extent not paid by ExchangeCo., an additional amount equivalent to the full amount of all declared and unpaid dividends on each of the Exchangeable Shares held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale. /s/ Gilles Gaudreault, Secretary of Viascan Group Inc. 2016-05-16