8-k out
Item 1.01. Entry into a Material Definitive Agreement
On July 9, 2005, we were administratively dissolved by the State of Georgia pursuant to Section 14-2-1421 of the Georgia Business Corporation Code. Prior to that date we were a marketer and reseller of local and long distance telephone and internet services. We have not filed current, periodic or annual reports with the Securities and Exchange Commission required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since and including the Annual Report on Form 10-KSB for the year ended December 31, 2002 through the date of this report (the “SEC Filings”). On July 13, 2006, we were reinstated as an active Georgia corporation pursuant to the Georgia Business Corporation Code.
On April 30, 2007, we entered into a Stock Purchase Agreement with Bluepoint Financial, LLC (“Bluepoint”), William G. Head, III, our former president, and Elizabeth Crews, our former chief financial officer (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Ms. Crews agreed to sell to Bluepoint 5,250,000 shares of our common stock which she owned for a purchase price of $3,150 and Mr. Head and his family trust agreed to sell to Bluepoint and aggregate of 5,250,000 shares of our common stock which they owned for an aggregate purchase price of $3,150. In addition, we agreed to sell 50,000,000 shares of our common stock to Bluepoint for a purchase price of $30,000.
Upon closing of these transactions, Mr. Head resigned as our president and Ms. Crews resigned from her position as a director and as our chief financial officer. In addition, we agreed to appoint Robert Druzak, a principal of Bluepoint, as a director and as our president and chief executive officer. Bluepoint does not contemplate continuing our business as a marketer and reseller of local and long distance telephone and internet services, but intends to locate a suitable business for us to acquire after we complete all required SEC Filings. Bluepoint has not begun to identify potential acquisition targets and has not determined in which industry it will seek to locate such targets.
The Stock Purchase Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
On April 30, 2007, we entered into a consulting agreement with Mr. Head pursuant to which he agreed to spend no more than five hours per week for a period of one month from the date of the consulting agreement assisting and cooperating in the process of preparing and filing the SEC Filings by (i) reviewing our liabilities and assets, (ii) assisting in the preparation of our financial statements, (iii) reviewing our stockholder lists and (iv) reviewing the SEC Filings. Pursuant to the consulting agreement, we agreed to pay Mr. Head a consulting fee of $6,850. The consulting agreement is filed as Exhibit 10.2 to this report.
On April 30, 2007, we entered into a consulting agreement with Ms. Crews pursuant to which she agreed to spend no more than five hours per week for a period of one month from the date of the consulting agreement assisting and cooperating in the process of preparing and filing the SEC Filings by (i) reviewing our liabilities and assets, (ii) assisting in the preparation of our financial statements, (iii) reviewing our stockholder lists and (iv) reviewing the SEC Filings. Pursuant to the consulting agreement, we agreed to pay Ms. Crews a consulting fee of $6,850. The consulting agreement is filed as Exhibit 10.3 to this report.
