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) April 17, 2009
CONSORTEUM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-140236
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(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification No.)
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131 Court Street, #11, Exeter, New Hampshire 03833
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 603 778-9910
(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 April 17, 2009 the Company entered into a binding Letter of Intent to acquire
all of the issued and outstanding capital stock of Consorteum, Inc. by means of
an exchange of the Company's Common Stock for the issued and outstanding shares
of Consorteum, Inc.
Consorteum, Inc. is a corporation organized on April 2, 2006 under the laws of
the Province of Ontario, Canada. A development stage company, Consorteum, Inc.
is engaged, generally, in the business of facilitating and processing of Card
Payment Transactions within the Consumer Financial Services market.
Other than the Letter of Intent, there is no relationship between the Company or
its affiliates and Consorteum, Inc. or its affiliates. However, James D. Beatty,
the Chairman of the Board of the Company, is also the Chairman of the Board of
Consorteum, Inc. The Company was introduced to Consorteum, Inc. in 2008 for the
purposes of acquiring Consorteum, Inc. as a portfolio company; however, such a
transaction was precluded by the Company's failure to attract the seed capital
to commence portfolio company acquisitions. This transaction is intended to be
the sole acquisition and all discussions with other potential portfolio
companies have been terminated.
In anticipation of reaching an agreement, the Company had changed its name to
"Consorteum Holdings, Inc." as previously reported on Form 8-K filed April 14,
2009.
Closing of the exchange acquisition transaction is subject to (a) the
negotiation and execution of a mutually-agreed plan and agreement of
reorganization (exchange) and (b) due diligence of both parties based upon
audited financial statements to be exchanged by the parties. Upon the closing of
the stock exchange transaction, the Company will issue forty million
(40,000,000) shares of its Common Stock to the shareholders of Consorteum, PRO
RATA. For purposes of U.S. federal income taxes, the transaction is intended to
qualify as a so-called "B" Reorganization under Section 368(a)(1)(B) of the
Internal Revenue Code.
Closing will be scheduled in the plan and agreement, when it is negotiated;
however, it is the intent of the parties to complete the transaction as soon as
due diligence based upon the mutually-exchanged audited financial statements has
occurred. This Company has filed its Form 10-K for the year ended December 31,
2008 and has provided those financial statements to Consorteum, Inc. Consorteum,
Inc. is in the process of completing its financial statements and securing an
audit of them. In addition, it is probable that the plan and agreement, when
mutually- agreed, will contain provisions for the termination of the Agreement
prior to Closing by either party under certain circumstances.
At Closing, it is anticipated that nominees of Consorteum, Inc. will be elected
as the directors of the Company, and in turn appoint new officers, and the
Company's current director and sole officer will thereafter resign, thereby
effecting a change in control.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On April 17, 2009 the Company issued 4,140,000 Common Stock Purchase Warrants to
(a) its law firm, Fox Law Offices, P.A. as compensation for services rendered,
and to 5 shareholders, as adjustment of their holdings consistent with the terms
of the Letter of Intent negotiations with Consorteum, Inc. These Warrants were
issued pursuant to Section 3(a)(9) of the Securities Act and Section 4(2) of the
Securities Act..
SIGNATURE
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.
CONSORTEUM HOLDINGS, INC.
By: /s/ Richard C. Fox, Pres./CEO
Dated: April 17, 2009
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