Ascendia Brands, Inc. – ‘8-K’ for 9/30/04

On:  Tuesday, 10/5/04, at 7:49am ET   ·   For:  9/30/04   ·   Accession #:  1161697-4-768   ·   File #:  1-32187

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     10K 
 2: EX-10       Material Contract                                     12     39K 
 3: EX-99       Miscellaneous Exhibit                                  2     10K 

8-K   —   Current Report
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8-K
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 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) September 30, 2004
                                                  ------------------

CENUCO, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

     Delaware                   033-25900                 75-2228820
----------------------------      ----------------         -------------------
(State or other jurisdiction      (Commission File            (IRS Employer   
     of incorporation)                 Number)             Identification No.)

 6421 Congress Avenue, Boca Raton, Florida 33487
------------------------------------------------------------
(Address of principal executive offices, including zip code)

 Registrant's telephone number, including area code (561) 994-4446
                                                    --------------

 N/A
 -------------------------------------------------------------
 (Former name or former address, if changed since last report)

ITEM 2.01  ACQUISITION OR DISPOSITION OF ASSETS.                                

On October 5th, 2004, Cenuco, Inc. (the "Corporation") issued a press release   
announcing the consummation of the sale of substantially all of the assets of   
its subsidiary, Barrington University, Inc. Pursuant to the Purchase and Sale   
Agreement, the Corporation received $300,000 at Closing, and the purchaser      
entered into a note obligation for an additional sum of $700,000, payable       
quarterly, with interest over five years, with a balloon payment of $200,000    
payable at the end of the five year period. The payment delivered at closing was
placed in escrow pending satisfaction of certain conditions precedent.          

Other than the purchase and sale agreement and other documents executed by our  
company in connection with the transactions contemplated in the purchase and    
sale agreement, there is no material relationship between our company and the   
purchaser. A copy of this press release is attached hereto as Exhibit 99.1.     

8-K
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ITEM 5.02  DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; 
APPOINTMENT OF PRINCIPAL OFFICERS.                                              

Tuyen V. Do has taken an investment banking opportunity that prohibits him for  
serving on the board at this time and has resigned from the Corporation's Board 
of Directors, effective immediately.                                            

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS                                    

         Exhibit 10.1 - Purchase and Sale Agreement between Cenuco, Inc. and
                   Barrington University dated September 30, 2004.

Exhibit 99.1 - Press Release dated October 5th, 2004.     

 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.                                           

            CENUCO, INC.

                         By:  /s/ Steven Bettinger
                              --------------------
              Its: PRESIDENT

Dated: October 5th, 2004                                                        

 2

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Filed on:		10/5/04
For Period End:		9/30/04		1		2			10QSB
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