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) May 5, 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 Identification No.
of incorporation)
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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 May 5, 2009 the Company entered into an agreement and plan of exchange
(the "Exchange Agreement") with Consorteum, Inc., a corporation organized under
the laws of the Province of Ontario, Canada ("Consorteum"), and all of the
stockholders of Consorteum (the "Consorteum Stockholders") to acquire all of the
issued and outstanding capital stock of Consorteum by means of an exchange of
the Company's Common Stock for all of the issued and outstanding shares of
common stock of Consorteum. As a result, at the closing of the Exchange
Agreement, Consorteum will become a wholly-owned subsidiary of the Company.
Consorteum was organized on April 2, 2006 and is a development stage company.
Consorteum is a systems integrator company in the financial services industry
providing coordinated payment processing, credit and debit card processing and
other electronic payment options to pre-selected target groups ranging from
designated government welfare groups to members of golf clubs.
Under the terms of the Exchange Agreement, the Company will exchange 39,999,750
shares of its Common Stock for an equivalent number of shares of common stock of
Consorteum which will represent 100% of all of the issued and outstanding shares
of Consorteum common stock. The Company will issue its shares of Common Stock
pro rata to the number of shares of Consorteum owned by each Consorteum
Stockholder. 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. It is a condition to closing under the Exchange
Agreement that the current President and CEO of the Company, although not a
party to the Exchange Agreement, return twenty-three million (23,000,000) shares
of the Company's Common Stock that he owns to the Company for cancellation. In
return, the Company will transfer to him the business plan and other concepts he
contributed to the Company in August 2008, at the time he joined the Company.
Other than the Exchange Agreement, 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 the sole
acquisition by the Company and all discussions with other potential portfolio
companies have been terminated.
In anticipation of the closing under the Exchange Agreement, the Company changed
its name to "Consorteum Holdings, Inc." as previously reported on Form 8-K filed
April 14, 2009.
Under the Exchange Agreement, closing of the exchange transaction is subject to
(a) delivery of the closing documents, certificates, consents and approvals
described in the Exchange Agreement, and (b) certain regulatory approvals
including approval by Financial Industry Regulatory Authority ("FINRA").
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The Closing will be scheduled as soon as these closing conditions have been
satisfied. The Company and Consorteum have satisfied the closing condition
requirement to exchange audited financial statements.
At Closing, it is anticipated that nominees of Consorteum will be elected as the
directors of the Company, and in turn appoint new officers, and one of the
Company's current directors and sole officer will thereafter resign, thereby
effecting a change in control.
The foregoing summary is qualified in its entirety by reference to the full text
of the agreement and plan of exchange, a copy of which is attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by this
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Agreement and plan of exchange dated as of May 5, 2009 by and among
Consorteum Holdings, Inc., Consorteum, Inc. and all of the stockholders
of Consorteum, Inc. listed on Schedule A to the Agreement (filed
herewith).
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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
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Richard C. Fox,
President/CEO
Dated: May 7, 2009
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Index to Exhibits
10.1 Agreement and plan of exchange dated as of May 5, 2009 by and among
Consorteum Holdings, Inc., Consorteum, Inc. and all of the stockholders
of Consorteum, Inc. listed on Schedule A to the Agreement (filed
herewith).
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