PBSS -- Pit BOSS Entertainment, Inc.
Com ($0.001)
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): July 18, 2005
Karma Media, Inc.
(Exact name of registrant as specified in its charter)
Nevada
333-86518
75-3025152
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
13101 Washington Blvd., 2nd Floor, Los Angeles, CA 90066
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 432-6372
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Section 5 - Corporate Governance and Management
Item 5.01 - Changes in Control of Registrant
Karma Media Board Meeting
A meeting of the KARMA MEDIA Inc., Board of Directors was held on June 27, 2005 at the Offices of Summit Entertainment Group Inc., located at 14435 FM 2920 Tomball Texas, 77377. The President determined a quorum was present.
Items Voted and Discussed :
1. To change the CUSIP number of KARMA MEDIA Inc.
2. To change the names of KARMA MEDIA Inc. to better reflect its business.
(PITBOSS ENTERTAINMENT INC.)
3. To appoint CRA of America as its registered agent in Nevada.
4. To approve a 10 to 1 reverse split in the issued and outstanding shares of
KARMA MEDIA (OTCBB: KRMA)
5. To approve the round down of all fractional shares that may be effected by the reverse split in the company.
6. To approve a symbol change that better reflects the new name of the corporation and its business.
7. To establish a new board of directors at a later time that is better suited for the new business direction
of the company.
8. To accept the resignation of Dominique Einhorn, Pres. & CEO; Estelle Reyna, Secretary.
9. That the company move as soon as possible to secure its security attorney to prepare documents for a
applicable offering filing to secure funds to further business development of the new company.
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10. To approve a "Stock Swap" for the Summit Entertainment shareholders at a POST "Share for Share" value.
(i.e., formula: 1 share of KRMA @ .30 = 10 shares of SETG @ .03)
11. To replace the vacant positions of the KARMA MEDIA / PITBOSS Entertainment Inc. board of directors
with John D. Jarvis, President / CEO PITBOSS Inc., formally Karma Media Inc., and TBA, Secretary
PITBOSS Inc., formally Karma Media Inc.
Corporate Address Changes
On July 07, 2005 the Board of Directors caused an Amendment to the Articles of Incorporation to be filed with the Secretary of State effective July 18, 2005, stating the primary address of the corporation will be changed to:
PITBOSS ENTERTAINMENT INC.
(main Office)
14435 FM 2920
Tomball Texas, 77377
PITBOSS ENTERTAINMENT INC.
(West Office)
13101 Washington Blvd., 2nd Floor,
Los Angeles, CA 90066
Change of Corporate Name
On July 07, 2005, the board of directors caused an Amendment to the Articles of Incorporation to be filed with the Secretary of State effective July 18, 2005, stating the formal corporate name that Karma Media Inc., will change to:
PITBOSS ENTERTAINMENT INC.
Change of Corporate Resident Agent
On July 07, 2005 the board of directors caused an Amendment to the Articles of Incorporation to be filed with the Secretary of State effective July 18, 2005 stating Effective July 18, 2005 the Corporate Resident Agent will change to:
CRA OF AMERICA, INC.
3638 NORTH RANCHO DR. STE. 21
LAS VEGAS, NV 89130
Change of CUSIP Number
Effective July 18, 2005, the CUSIP and ISIN of PITBOSS ENTERTAINMENT, formally Karma Media Inc., will change to:
Old CUSIP: 485659106
New CUSIP: 724336102
New ISIN: US72433661026
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Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers (President / CEO).
Effective July 18, 2005, Mr. Dominique Einhorn resigned from the Registrant's board of directors. With regards to his resignation, Mr. Einhorn did not make known any disagreements with the Registrant, and the Registrant is not currently aware of any disagreements that Mr. Einhorn may have had.
In July, 2005, the Registrant will announce the appointment of John D. Jarvis Jr. to the Registrant's board of directors. Mr. Jarvis replaces Mr. Einhorn who stepped down from the Registrant's board. Mr. Jarvis will also assume the positions of Secretary of at PITBOSS ENTERTAINMENT, formally Karma Media, Inc.
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers (Secretary).
Effective July 18, 2005, Ms. Estelle Reyna resigned from the Registrant's board of directors. With regards to her resignation, Ms. Reyna did not make known any disagreements with the Registrant, and the Registrant is not currently aware of any disagreements that Ms. Reyna may have had.
In July, 2005, the Registrant will announce the appointment of John D. Jarvis Jr. to the Registrant's board of directors. Mr. Jarvis replaces Ms. Reyna who stepped down from the Registrant's board. Mr. Jarvis will also assume the positions of Chief Executive Officer of PITBOSS ENTERTAINMENT, formally Karma Media, Inc.
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Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Karma Media, Inc.
July 18, 2005
/s/ Dominique Einhorn
Dominique Einhorn
Chief Executive Officer
PITBOSS ENTERTAINMENT, Inc.
July 18, 2005
/s/ John D. Jarvis Jr.
John D. Jarvis Jr.
Chief Executive Officer
Karma Media and Summit Entertainment Group Announce Merger
Resulting Entity to be Called PitBOSS Entertainment, Inc.
TOMBALL , Texas, July 18, 2005 (PRIMEZONE)
-- Karma Media, Inc. (OTCBB:KRMA) and Summit Entertainment Group, Inc. (Pink Sheets:SETG) today announced the conclusion of a definitive merger agreement between the two companies. The resulting entity, PitBOSS Entertainment, Inc. started trading Monday morning under the ticker symbol (OTCBB:PBSS). For details on the merger, investors are encouraged to read the company's separate 8-K filing.
"This merger spells opportunity for current and prospective shareholders," noted John Jarvis, PitBOSS Entertainment's CEO. "Our corporate entities are a perfect match for each other and we look forward to promoting PitBOSS Entertainment's growing asset base to the worldwide consumer via our suite of digital and media assets with the goal of increasing shareholder value."
A press conference and shareholder conference call is tentatively set for Tuesday, August 2, 2005. Final scheduling details such as time and call-in numbers will be released in the coming days.
For a detailed list of media assets owned by PitBOSS Entertainment, refer to www.karmamedia.com and www.estelle.tv . An exhaustive list of hard assets owned by the company shall be forthcoming in PitBOSS Entertainment's next 10-K filing.
PitBOSS Entertainment (formerly Karma Media, Inc.) is backed by US EURO Securities, Inc., a private, global investment bank, see www.useurosecurities.com/101304.html for more information.
About PitBOSS Entertainment, Inc.
PitBOSS Entertainment, Inc. (OTCBB:PBSS) is a diversified entertainment company with an impressive asset base consisting of both hard assets as well as media properties used to promote and brand such assets. The company also assists outside companies, both public and private, with an affordable suite of media and branding services.
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The Company cautions that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from those the Company expects include changes in natural gas and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business. More information about the risks and uncertainties relating to the Company's forward-looking statements are found in our SEC filings.
HTML:
http://newsroom.eworldwire.com/wr/071805/12319.htm
PDF:
http://newsroom.eworldwire.com/pdf/071805/12319.pdf
ONLINE NEWSROOM:
http://newsroom.eworldwire.com/306901.htm
LOGO:
http://newsroom.eworldwire.com/306901.htm
CONTACT: PitBOSS Entertainment, Inc.
John Jarvis
14435 FM 2920
Tomball, TX 77377
PHONE. 281-255-9424 ext:100
FAX. 281-351-182
EMAIL: john@summitentgroup.com
http://www.summitentgroup.com
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