BtheB, I don't think Cornell is bogus! Read this...
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
August 10, 2005
Date of Report
EZ2 COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
000-29449
(Commission File Number)
88-0428896
(IRS Employer Identification No.)
200 SE First Avenue, Suite 620
Miami, Florida 33131
(Address of principal executive offices) (Zip Code)
(305) 577-5990
(Registrant's Telephone Number, Including Area Code)
EDGAR FILING.NET, INC.
(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 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))
Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2005, the Company, entered into a Standby Equity Distribution Agreement with Cornell Capital Partners, LP, dated as of August 3, 2005. Pursuant to the Standby Equity Distribution Agreement, the Company may, at its discretion, periodically sell to Cornell Capital Partners shares of the Company's common stock for a total purchase price of up to $10 million. For each share of common stock purchased under the Standby Equity Distribution Agreement, Cornell Capital Partners will pay the Company 96% of the lowest closing bid price of the closing bid price (as reported by Bloomberg, L.P.) if the Company's stock trading on a principal market or, if the Company is not trading on a principal market, the highest reported bid price for the common stock, as furnished by the National Association of Securities Dealers, Inc. The price paid by Cornell Capital Partners for the Company's stock shall be determined as of the date of each individual request for an advance under the Standby Equity Distribution Agreement. Cornell Capital Partners will also retain 5% of each advance under the Standby Equity Distribution Agreement. Cornell's obligation to purchase shares of the Company's common stock under the Standby Equity Distribution Agreement is subject to certain conditions, including the Company obtaining an effective registration statement for shares of the Company's common stock sold under the Standby Equity Distribution Agreement and is limited to $500,000 per five consecutive trading days after the advance notice is provided to Cornell Capital Partners.
Cornell Capital Partners is entitled to receive as a one-time commitment fee in the amount of $490,000 in the form of 10,208,333 shares of the Company's common stock, of which 5,104,166 shares shall be delivered by the Company upon the execution of the Standing Equity Distribution Agreement and 5,104,166 shares will be delivered by the Company on the date that the Company receives advances under the Standby Equity Distribution Agreement in an aggregate amount of $5,000,000 or more.
