Fifty 1 Labs Inc (FITY)

[watchdog11]

Copy of 8K filed by Global-E today.............

It is noteworthy that the company will have two shareholders with free-trading shares (see paragraph 3)when the deal closes, but don't take my word for it, call your broker to confirm..in other words, I hope you won't need your investment back any time soon.

Item 5.01 - Changes in Control of Registrant

Effective July 18, 2005 Global-e Investments, Inc., a Nevada corporation (the Issuer or GEIV), consummated an asset purchase agreement (the Agreement) with NowAuto, Inc., a Nevada corporation engaged primarily in the retail sales of used automobiles and through its subsidiaries Sunburst Car Company, Inc. and Navicom, Inc., both of which are Arizona corporations, is also engaged in the development of software and other technologies in support of its retail sales and sales price collection activities (collectively referred to hereinafter as NowAuto). The materal terms and conditions contained in the asset purchase agreement are set forth herein.

On the closing date of the agreement (the Closing), NowAuto shall sell, transfer and assign to GEIV all of the assets and liabilities owned by NowAuto or in which NowAuto has any rights, title or interest. As a result of the purchase of all of its assets, NowAuto will cease to operate its business as a sole and separate entity.

In exchange for the assets of NowAuto, GEIV shall issue to NowAuto 8,157,661 shares of $0.001 par value common stock of GEIV (the Shares), which NowAuto shall acknowledge as fair, just and reasonable compensation for the purchased assets. The Shares shall be restricted securities, as that term is defined in Paragraph (a)(3) of Rule 144, under the Securities Act of 1933, as amended (the Securities Act). Concurrently, on the closing date, the present officers of GEIV, or an entity controlled by them or under their common control, will acquire all of the golf-related assets and liabilities of GEIV, for which these officers and director will return an aggregate of 5,250,00 shares of GEIV in their possession.

As a result of the foregoing, following the Closing the capitalization of GEIV is anticipated to be as follows:


Shares % of Total

Owned by current GEIV officers and directors 50,000 0.52%
Owned by GEIV shareholders 1,500,000 15.45%
Owned by NowAuto 8,157,661 84.03%




Total Issued and Outstanding GEIV common stock 9,707,661 100.00%

Pursuant to the asset purchase agreement, at closing, GEIV shall issue to NowAuto 8,157,661 shares of its common stock, representing 84.03% of the outstanding GEIV common stock upon consummation of the Agreement, in exchange for all of the assets of NowAuto. The consideration set forth in the Agreement was determined as a result of arm's-length negotiations between the parties.

Closing of the Agreement is subject to approval of the Agreement by the Board of Directors of both companies.