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bizr A SHELL WITH CASH. below is all the shares that have ever traded.
DATE OPEN HIGH LOW CLOSE VOLUME
12/31/97 11.797 11.797 11.797 11.797 2,000
12/31/98 5.000 6.000 0.150 0.625 1,264,700
12/31/99 0.625 6.250 0.016 0.031 5,338,700
12/29/00 0.188 0.391 0.016 0.047 831,400
12/31/01 0.047 0.060 0.005 0.006 312,100
12/31/02 0.015 0.020 0.002 0.005 174,600
12/31/03 0.005 0.007 0.005 0.007 180,450
12/31/04 0.007 0.020 0.007 0.008 157,150
12/30/05 0.008 0.030 0.005 0.005 386,480
BLDH cleanish filing pinkie shell does a 1:2 and price doesnt reflect it. OS is low and might be a good chitpiler.
Sounds interesting, keep us up to date on any more info you dig up, thanks.
I just confirmed from a very reliable source that there is a shell play coming, don't know the symbol but I was told it is below a penny and has potential to go to .05 with the assets that will be coming into it. Not sure on the business model either but said to be in the hottest industry, my guess something to do with mining or resources as both are the talk of the markets. I will post more as I find out. Sounds like it could be released this week... Stay tuned...
bought APVLF shell at .011 and .013 today market value about 150k here.
bought 1:2 RS BDHT shell at .10 .. pinkie and caught up on filings.
ATHO 8-K filed today...
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 AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): January 11, 2006
(January 10, 2006)
AMCO TRANSPORT HOLDINGS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-32433 84-1300072
--------------------------------------------------------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
201 S. Lake Avenue, Suite 302
Pasadena, CA 91101
(Address of Principal Executive Offices)
(626) 486-0806
Registrant's Telephone Number, Including Area Code:
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR.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))
<PAGE>
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Resignations and Appointments of Directors.
Mr. Cheng Chen, being a current member of the board of directors of the
Registrant, has tendered his resignation as a director of the Registrant
effective as of January 10, 2006. The remaining director, Mr. Shu Keung Chui,
appointed Mr. Kam Chung Tang to the board of directors to take office effective
immediately. There was no disagreement between the resigning director and the
Registrant at the time of his resignation.
Resignation of Chief Executive Officer and Secretary.
On January 10, 2006 Mr. Cheng Chen also resigned as the chief executive officer
and secretary of the Registrant, which resignation became effective immediately.
Appointment of New Officers.
On January 10, 2006, following the resignation of Mr. Cheng Chen as chief
executive officer and secretary, the board of directors of the Registrant
elected with immediate effect the following persons as officers of the
Registrant to the offices set forth below next to their respective names:
Shu K. Chui Chief Executive Officer (Continuing Officer)
Kam Chung Tang Executive Vice President and Chief Financial Officer
Han Li Secretary
The Registrant and the newly appointed officers have not entered into any
arrangement regarding the payment of compensation for acting as officers of the
Registrant.
Shu K. Chui Shu Keung currently serves as the Chairman of the Board of Shanghai
Shixin Information Technology Co., Ltd. Mr. Chui has also been serving as the
Chairman of the Board of Shangxin Enterprise Group Co. Ltd., since April 1999
and has been a director of Superwisdom Co., Ltd. since January 2000. Prior to
joining Shanghai Shixin Information Technology Co., Ltd, Mr. Chui was the
Business Development Manager of Hong Kong Sunflowers Travel Limited and worked
for American Fabrics Co. as a Commercial Manager. Mr. Chui, aged 41, is a
citizen of Hong Kong and received a Bachelor of International Business degree
from the Hong Kong Songren Institute.
Kam Chung Tang was the Administration Manager of Nanjing SAES Huadong Getters
Co., Ltd. in Nanjing, China, a manufacturer of getters, a component used in
color picture tubes, during the period from May 2000 until November 2005 prior
to joining the Registrant.
<PAGE>
Han Li currently serves as the Board Secretary of Shixin Enterprise Application
Software (Shanghai) Co. Ltd. Prior to joining Shixin Enterprise Application
Software (Shanghai) Co. Ltd., Ms. Li was the Assistant to the Chief Operating
Officer of Lenovo-Asiainfo Technology Co. from September 2004 until October
2005. Ms. Li was a student at the University of British Columbia from April 2000
until June 2004, where she received a Bachelor of Commerce degree.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 11, 2006
AMCO Transport Holdings, Inc.
/s/ Shu K. Chui
---------------
President and Chief Executive Officer
</TEXT>
</DOCUMENT>
maybe at Mickey D's, lol...
lol, I saw that and have NO idea. Dinner $?
Why would an insider sell a lousy 3669 shares @ .079 ??
ONSP .09 x .12 Float 316k O/S 1,090,677
All directors and executive 774,902
per 10q avst exploring merger options -- - explore other strategic alternatives including a merger or sale of the Company.
NTHH from last 8K
http://www.pinksheets.com/quote/filings.jsp?symbol=NTHH
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS; ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Pursuant to the terms of an Agreement for Share Exchange (the “Share Exchange Agreement”) dated November 1, 2005 by and among NT Holding Corp., a Nevada corporation (“NT”), Alan Lew, an individual (“Alan Lew”), Tagalder C3 Holdings Inc., a British Virgin Islands corporation (“Tagalder”), and the Shareholders of Tagalder (collectively the “Shareholders”), NT acquired all of the issued and outstanding common stock of Tagalder from the Shareholders in exchange for a total of 19,946,000 shares of NT common stock (the “Exchange Shares”). Following the issuance of the Exchange Shares, NT has a total of 25,395,665 shares of common stock issued and outstanding.
XLRC -- XLR Medical Corp recently became a shell per FORM 10-QSB 10/18/05.
.011 x .012
As of October 4, 2005, the Issuer had 26,099,880 Shares of Common Stock outstanding.
PLAN OF OPERATION
Currently we have no business and have not identified any alternative business opportunities. During the next twelve months, we intend to conduct a review of our current operating structure and to seek out and evaluate alternative business opportunities. As a result of the reorganization of our business, we are unable to provide an estimate of our exact financial needs for the next twelve months. However, as at July 31, 2005, we had cash in the amount of $11,881 and a working capital deficit of $1,640,875. As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying suitable alternative business opportunities, we anticipate that our financing needs will increase significantly.
Currently, we do not have any financing arrangements in place and there are no assurances that we will be able to obtain sufficient financing on terms acceptable to us, if at all.
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001062993%252D05...
RECENT CORPORATE DEVELOPMENTS
1. Effective September 2, 2005, we received notice from the inventor of the Technology (the “Inventor”) that he was exercising his right to reclaim the Technology and related assets due to the failure by EMC to meet its obligations to the Inventor under the Technology Transfer Agreement (the “Transfer Agreement”) between the Inventor, Exelar and EMC, which was made in connection with the Technology Acquisition and Funding Agreement (the “Funding Agreement”) between us, Exelar and EMC. The failure by EMC to meet its obligations to the Inventor under the Transfer Agreement is a result of our inability to meet our funding obligations under the Funding Agreement.
:) yeppers.
not much but enough
Cool, hopefully you got in around .03 or .035 today!
in also Mr. Bill today after shellshock email
looks good pdc021376
yep looking very good.
Yep, SCHB is back selling some shares. Once SCHB goes away things should start to move. Lots of volume of late. Nice seeing NITE on the BID. NITE now .027 x .35
NITE 0.027 50 SCHB 0.035 50
SCHB 0.025 50 VFIN 0.07 50
FRAN 0.02 50 HDSN 0.07 50
HDSN 0.02 50 HILL 0.08 50
HILL 0.01 50 DOMS 0.12 50
VFIN 0.01 50 FRAN 0.13 50
DOMS 0.01 50 ETRD 0.16 50
PERT 0.01 50 NITE 0.35 50
ETRD 0.0001 50 PERT 1.01 5
Top 5 Important Market Makers
MMID Volume Rank|%
FRAN 60,006 1 | 27
NITE 46,812 2 | 21
HLOI 6.5M float, 11 insiders hold 5M shares. Officer BIO:
Mr. John Caton, age 53 - John Caton has served as a Director since March 31, 2003. He assumed the role of Chief Executive Officer and President on May 22, 2003. He has been the General Manager of Clayoquot Wilderness Resorts since 1998. In his capacity as General Manager, Mr. Caton has been responsible for the functioning and maintenance of an exclusive, first-class resort and spa, located in Tofino, B.C. Mr. Caton has two years of training from the Pickering College Business School from 1972 to 1974 and was licensed by the Ontario Real Estate Board from 1976 to 1990. He was employed as Agent, Project Manager, Lobbyist and General Contractor for the Real Estate Development & Construction company in Toronto, Ontario from 1976 to 1990. Mr. Caton was also the founder and CEO of Risque Disque Ltd. and Artist Consulting Team Corp. from 1982 to 1990, both of which recorded and managed worldwide musical artists with funding and distribution agreements through Warner Brothers Records. Mr. Caton brings over 25 years of business experience to the Company along with a wealth of resources in personal business contacts.
Ms. Linda Mitropoulos , age 37 - Ms. Linda Mitropoulos has been a Director and Corporate Secretary of the Company since March 31, 2003. She graduated from McMaster University with an Honours BA in Political Science and International Relations in 1993. Ms. Mitropoulos is a licensed Investment Advisor, having completed the Canadian Securities Course in 2000, and holds a Certificate from the Faculty of Business at Simon Fraser University for the Organization and Management of Public Companies completed in 1994. Ms. Mitropoulos has 11 years of experience in the securities industry and has been involved with several public companies in the capacity of securities para-legal and investor relations representative.
HLOI- 11.5M OS at ATL .025 x .027
HLOI .025(1) x .027(1)
NITE 0.025 50 SCHB 0.027 50
FRAN 0.02 50 NITE 0.05 50
HDSN 0.02 50 VFIN 0.07 50
ETRD 0.01 50 HDSN 0.07 50
VFIN 0.01 50 HILL 0.08 50
DOMS 0.01 50 DOMS 0.12 50
PERT 0.01 50 FRAN 0.13 50
HILL 0.01 50 ETRD 0.16 50
SCHB 0.01 50 PERT 1.01 5
Top 5 Important Market Makers
MMID Volume Rank|%
FRAN 60,006 1 | 27
NITE 46,812 2 | 21
HEALTH ANTIAGING LIFESTY - Nasdaq National Market: HLOI
Time & Sales most recent next page
Rec. Time Action Price Volume
12:08:20 PM Trade 0.025 29200
11:07:00 AM Trade 0.027 5000
11:06:38 AM Bid 0.025 5000
11:05:54 AM Trade 0.027 9200
10:50:34 AM Trade 0.027 15000
10:27:46 AM Trade 0.027 5000
10:05:22 AM Trade 0.027 6000
9:36:42 AM Trade 0.027 4000
9:36:42 AM Trade 0.027 5000
9:36:42 AM Trade 0.027 5000
9:34:48 AM Ask 0.027 5000
9:18:24 AM Bid 0.02 5000
8:34:48 AM Ask 0.04 5000
APSP: A shell stock that has had a recent trading spike. Just started trading on September 16, 2005.
The number of shares of registrant's Common Stock, par value $.01 per share, outstanding as of July 31, 2005, was 2,953,941(77.3% Beneficially owned)
---------------------------------------------------------------------------------------------
Number of Shares Beneficially
Name Owned* Percent of Shares
---------------------------------------------------------------------------------------------
Norwood Venture Corp. 2,282,562 77.3%
c/o Mark R. Littell
65 Norwood Avenue
Montclair, NJ 07043 (1)
---------------------------------------------------------------------------------------------
Mark R. Littell 2,282,562 77.3%
65 Norwood Avenue
Montclair, NJ 07043 (2)
---------------------------------------------------------------------------------------------
All Executive Officers and Directors 2,282,562 77.3%
as a group (one person)
---------------------------------------------------------------------------------------------
On September 16, 2005, Applied Spectrum Technologies, Inc. (the "Company") commenced quotation on the Over-the-Counter Bulletin Board ("OTC BB"). The Company's trading symbol is APSP.
The Company is currently a "shell company" with nominal assets and operations whose sole business is to identify, evaluate and investigate various companies with the intent that, if such investigation warrants, a reverse merger transaction be negotiated and completed pursuant to which the Company would acquire a target company with an operating business with the intent of continuing the acquired company's business as a publicly held entity.
----------------------------------------------------------------
Our Board of Directors has determined that it would be in our best interest to redomesticate. Our Board of Directors also has determined that Applied should redomesticate as a Delaware corporation because of the greater flexibility of Delaware corporate law and the substantial body of case law interpreting that law. We believe that our stockholders will benefit from the well established principles of corporate governance that Delaware law affords. Additionally, the well established principles of corporate governance offered by Delaware law make Applied - Delaware, as a Delaware corporation, more inviting as an investment opportunity to potential investors. Moreover, the state of Delaware imposes no corporate income tax so incorporation under Delaware law will not impose any state income tax burdens on Applied - Delaware.
We also believe that the reincorporation in the State of Delaware will give the continuing company more flexibility and simplicity in various corporate transactions, including implementation and completion of a business combination with an operating business. We also believe that being reincorporated in the State of Delaware will facilitate and reduce the costs of any future business combination with an operating business.
VPGI snagged a 5k starter, thx for the heads up
VPGI- .06(3) x .07(1) at ATL
SCHB 0.06 50 NITE 0.07 50
TDCM 0.06 50 FSWC 0.09 50
NITE 0.06 50 JEFF 0.10 50
FRAN 0.05 50 ETRD 0.12 50
FSWC 0.05 50 SCHB 0.12 50
INTL 0.05 50 TDCM 0.13 50
HILL 0.04 50 FRAN 0.15 50
JEFF 0.04 50 HILL 0.17 50
DOMS 0.04 50 DOMS 0.51 25
HDSN 0.01 50 HDSN 0.75 25
PERT 0.01 50 INTL 0.75 25
ETRD 0.0001 50 PERT 1.01 5
Top 5 Important Market Makers
MMID Volume Rank|%
NITE 444,007 1 | 46
SCHB 149,252 2 | 15
ETRD 89,698 3 | 9
http://www.otcbbpulse.com/cgi-bin/pulsequote.cgi?symbol=vpgi
Will do>>> What was that call in chat?? a??? LOL could not remember..,Just wanted to puke watching it..LOL
just wait till Shell Shock Review picks it up
RU I have that(PHOX) on radar ever since you called that last one in stockhideout chat!! That was a great call..
glty
KTWO - TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.
On October 1, 2005, the Registrant and Alternative Construction Company, Inc.
terminated their previously announced Letter Agreement dated June 27, 2005
between the Registrant and Alternative Construction Company, Inc. The Registrant
is exploring other options to enhance shareholder value. These options may
include a merger or similar transaction with another entity or liquidation of
the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
K2 DIGITAL, INC.
(Registrant)
Date: October 7, 2005
By: /s/ Gary Brown
------------------------------------
Name: Gary Brown
Title: President
Principal Financial and
Accounting Officer
SSVM perking up. About to be occupied?
QRUS - back on stage ...
8-K on 22.09.2005 - pending RM cancelled
================================================================================
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)
September 21, 2005
----------------------------
QORUS.COM, INC.
(Exact name of registrant as specified in charter)
Florida
(State or other Jurisdiction of Incorporation or Organization)
0-27551 65-0358792
(Commission File Number) (IRS Employer Identification No.)
936A Beachland Boulevard,
Suite 13
Vero Beach, FL 32963
(Address of Principal Executive
Offices and zip code)
(772) 231-7544
(Registrant's telephone
number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
[_] 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))
================================================================================
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Information included in this Form 8-K may contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This information may involve known and unknown risks, uncertainties and other
factors which may cause the Company's actual results, performance or
achievements to be materially different from future results, performance or
achievements expressed or implied by any forward-looking statements.
Forward-looking statements, which involve assumptions and describe the Company's
future plans, strategies and expectations, are generally identifiable by use of
the words "may," "will," "should," "expect," "anticipate," "estimate,"
"believe," "intend" or "project" or the negative of these words or other
variations on these words or comparable terminology. These forward-looking
statements are based on assumptions that may be incorrect, and there can be no
assurance that these projections included in these forward-looking statements
will come to pass. The Company's actual results could differ materially from
those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, the Company undertakes
no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Item 1.02 Termination of a Material Definitive Agreement
Effective September 21, 2005, Qorus.com, Inc., a Florida corporation
("Qorus") terminated the Exchange Agreement (the "Agreement") dated as of August
11, 2005, by and among Qorus, Keating Reverse Merger Fund, LLC, a Delaware
limited liability company ("KRM Fund"), Elwin Group Limited, an International
Business Company incorporated in the British Virgin Islands ("Elwin"), and each
of the Members of Elwin. Qorus terminated the Agreement due to the failure of
the transactions contemplated thereunder to have been consummated by September
15, 2005.
Under the terms of the Agreement, at the closing, Qorus was to have
acquired all of the outstanding capital stock and ownership interests of Elwin
from the Elwin Members and, in exchange, Qorus was to have issued to the Elwin
Members shares of Series A Convertible Preferred Stock, which would have
represented 91% of the outstanding shares of Qorus' common stock immediately
following the exchange transaction, on a fully diluted and as-converted basis.
The Agreement does not provide for the payment of any termination
penalties or fees as a result of the termination.
Reference is hereby made to the Current Report on Form 8-K dated August
11, 2005 filed by Qorus on August 18, 2005 announcing the execution of the
Agreement, which is hereby incorporated by reference. On August 24, 2005, Qorus
also filed with the SEC and mailed to its stockholders an Information Statement
pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1
promulgated thereunder ("Information Statement") informing them of the proposed
change of control of Qorus which would result upon the closing of the
transactions under the Agreement. Due to the termination of the Agreement, the
Information Statement is hereby superceded by this Current Report on Form 8-K.
Qorus is a "shell company" with nominal assets, whose sole business will
be to identify, evaluate and investigate various companies with the intent that,
if such investigation warrants, a reverse merger transaction be negotiated and
completed pursuant to which Qorus would acquire a target company with an
operating business, with the intent of continuing the acquired company's
business as a publicly held entity.
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.
Qorus.com, Inc.
(Registrant)
Date: September 22, 2005 By: /s/ Kevin R. Keating
--------------------------------------
Kevin R. Keating, President and Secretary
CYPC - something is going on
Another Keatings darling is alive ...
0.45 +0.16 0.42 0.46 50x50 0.45 0.40 30,000
I've been nibbling at STCX for a little while. Gonna put some away and forget about it...
.045 x .055 2x1
Change in Business Direction
As a result of our lack of revenue generation and the recession of the acquisition referenced above, we have not been satisfied with our business plan or original plan of operation. We planned to re-assess our business plan and alternatively seek out other business opportunities capable of increasing stockholder value.
We plan to locate and negotiate with an established business entity for the merger of a target business or alternatively acquire a business either compatible with our initial business plan or a business unrelated to the nutritional supplement industry, for example in the oil and gas industry. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. No assurances can be given that we will be successful in locating or negotiating with any target business.
This Information Statement is being mailed on or about August 1, 2005 to all stockholders of record of SALESTACTIX, INC., a Delaware corporation, as of the close of business on July 11, 2005. It is being furnished in connection with the adoption of an amendment to our certificate of incorporation by written consent of the holders of a majority of the outstanding shares of common stock. We anticipate that the amendment will become effective on or after August 22, 2005. A copy of the Amendment is attached to this document as Exhibit A.
On July 11, 2005, our board of directors adopted resolutions proposing and declaring advisable an amendment to our certificate of incorporation to give effect to a change of our name to "Strativation, Inc."
On July 11, 2005, the amendment was adopted by the written consent of holders of a majority of the issued and outstanding shares of our common stock entitled to vote thereon in accordance with Delaware law. Our board of directors decided to obtain the written consent of holders of a majority of the outstanding common stock entitled to vote on the amendment in order to eliminate the cost and delay involved in holding a special meeting of our stockholders and in order to amend our certificate of incorporation in a timely manner.
The record date for purposes of determining the stockholders entitled to vote and to whom this Information Statement is sent is July 11, 2005. As of the record date, we had approximately 6,835,980 shares of common stock issued and outstanding (post a 1 for 35 share reverse split completed on June 1, 2004) and entitled to vote on the amendment, with each share of common stock entitled to one vote. There are no shares of our preferred stock outstanding. The holders of 4,500,000 shares of the issued and outstanding common stock, representing approximately 65.8% of the votes entitled to be cast with regard to the amendment, approved the amendment by written consent.
ERST .013x.015 All caveats apply! pinky shell that has popped big on this 8k, may want to put it on watch
ERST -- Eurosoft Corp.
Com ($0.0001)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 12, 2005
EUROSOFT CORP.
(Exact Name of Registrant as Specified in Its Charter)
Florida 000-27143 22-3538310
(State or Other Jurisdiction of Incorporation) (Commission File number) (IRS Employer Identification No.)
6225 Carl Avenue, Las Vegas, Nevada 89108
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (702) 647-3004
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):
|__| 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© under the Exchange Act (17 CFR 240.13e-4(c))
1
--------------------------------------------------------------------------------
SECTION 5 - Corporate Governance and Management
Item 5.02 Departure or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 12, 2005 our board of directors appointed Pamela Murdock to serve as our member of the board of directors, President, Chief Executive Officer and Chief Financial Officer. We did not enter into any employment agreement with Ms. Murdock.
Ms. Murdock has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years. A description of the business experience of Ms. Murdock is set forth below.
Pamela Murdock. Ms. Murdock has an extensive background in computer consulting, networking, sales and marketing. From 1989 to the present, Ms. Murdock has been in self-employed as a computer consultant for various small businesses. Ms. Murdock will assist the Company in meeting its reporting obligations to the SEC as well as in its search and negotiations with new business opportunities and financing for the Company.
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.
EUROSOFT CORP.
Date: September 14, 2005
By: /s/ Pamela Murdock
Name: Pamela Murdock
Title: President and Chief Executive Officer
HAHI picked up a few :)
HMLF .05(2) x .06(2) with heavy insider ownership. LOI in 10K
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D05...
The Board of Directors of Homelife, Inc. have signed a letter of intent dated August 4, 2005 with R Capital Partners, Inc. for the sale of majority control of Homelife, Inc. and the subsequent acquisition by Homelife of 100% of the issued and outstanding shares owned by shareholders of Price Oil, Inc. The full sales price has been set at $250,000. Upon confirmation that the full sales price has been received into escrow, Homelife shall complete a 1 for 5.2 reverse stock split of its common shares and preferred shares such that a total of 2,379,208 total shares of common stock shall be issued and outstanding and a total of 9.6154 shares of its Series AA preferred stock shall be issued and outstanding subsequent to the reverse stock split. Homelife shall also have a total of 200,000 warrants issued and outstanding exercisable at $9.10 per share (post reverse split) until 2012.
Upon completion of the reverse split the shareholders of Homelife shall deliver to escrow a total of 1,383,499 shares, together with medallion guaranteed stock powers sufficient to transfer ownership of such shares and Homelife shall immediately issue and deliver an additional 27,470,551 shares to the escrow account for a total of 28,854,050.
2
At the closing, escrow shall release the Homelife shares to the Price Oil, Inc. shareholders, R Capital or assigns. The purchase price will be released to pay the liabilities and other obligations of Homelife Realty Services, Inc., a wholly-owned subsidiary of Homelife and release the Price shares to Homelife.
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Recent Developments
The Board of Directors of Homelife, Inc. have signed a letter of intent dated August 4, 2005 with R Capital Partners, Inc. for the sale of majority control of Homelife, Inc. and the subsequent acquisition by Homelife of 100% of the issued and outstanding shares owned by shareholders of Price Oil, Inc. The full sales price has been set at $250,000. Upon confirmation that the full sales price has been received into escrow, Homelife shall complete a 1 for 5.2 reverse stock split of its common shares and preferred shares such that a total of 2,379,208 total shares of common stock shall be issued and outstanding and a total of 9.6154 shares of its Series AA preferred stock shall be issued and outstanding subsequent to the reverse stock split. Homelife shall also have a total of 200,000 warrants issued and outstanding exercisable at $9.10 per share (post reverse split) until 2012. Upon completion of the reverse split the shareholders of Homelife shall deliver to escrow a total of 1,383,499 shares, together with medallion guaranteed stock powers sufficient to transfer ownership of such shares and Homelife shall immediately issue and deliver an additional 27,470,551 shares to the escrow account for a total of 28,854,050.
At the closing, escrow shall release the Homelife shares to the Price Oil, Inc. shareholders, R Capital or assigns. The purchase price will be released to pay the liabilities and other obligations of Homelife Realty Services, Inc., a wholly-owned subsidiary of Homelife and release the Price shares to Homelife.
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ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of May 31, 2005: (i) each stockholder known by the Company to be the beneficial owner of more than five percent of the outstanding Common Stock, (ii) each director of the Company and (iii) all directors and officers as a group.
Name and address of beneficial owner Amount and nature of beneficial owner(1) Percent of class
Andrew Cimerman(2) 9,013,194(3) 72.8%
Marie M. May(2) 60,000(1) 0.5%
Charles Goodson(2) 0 0.0%
F. Bryson Farrill(2) 10,000 0.1%
Terry Lyles(2) 10,000 0.1%
All Officers and Directors as a group 9,093,194 73.5%
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(1) Except as otherwise indicated, the Company believes that the beneficial owners of Common Stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. (2) c/o Company's address1503 South Coast Drive, Suite 204, Costa Mesa, CA 92626.
(3) 249,594 of these shares are held in the name of Cimerman Real Estate Ltd. Cimerman Real Estate Ltd. was created as a Real Estate Sales Company. Mr. Cimerman has certain voting powers associated with the shares held by Cimerman Real Estate Ltd., as 100% of the financial benefits derived from the shares held by Cimerman Real Estate Ltd. are for the benefit of Mr. Cimerman.
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