(Address
of principal executive offices) (Zip
Code)
Registrant's
telephone number, including area code: (516) 683-1254
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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o Pre-commencement
communications pursuant to Rule
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o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.01 Changes
of Control of Registrant
On
July27, 2007, a change of control of the Registrant occurred. Pursuant to a Stock
Purchase Agreement, Richard Miller, President and a Director of the Registrant
sold a total of 10,000,000 shares of common stock of the Registrant to Core
Development Holdings Corporation, a Florida corporation, SKRV Holdings, LLC,
a
Florida limited liability company and Canim, LLC Florida Partnership, a Florida
limited liability company (collectively, the “Purchasers”). The total
consideration paid to Richard Miller for the shares was $100,000, which was
paid
from the Purchasers’ own funds. Pursuant to the purchase, the Purchasers
collectively acquired approximately 76% of the voting control of the
Registrant.
The
principal owners of the Purchasers are Engin
Yesil, Claudio Osorio and Eric Sheppard.
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
On
July27, 2007, the Board of Directors appointed Eric Sheppard to be President of
the
Registrant and Vedat Kalkuz as Secretary of the Registrant, effective upon
the
resignation of Richard Miller and Mitchell Cohen, as President and Secretary,
respectively and appointed Eric Sheppard, Engin Yesil and Claudio Osorio to
fill
vacancies on the Registrant’s Board of Directors.
Thereafter,
on July 27, 2007, Richard Miller and Mitchell Cohen resigned as officers and
Directors of the Registrant.
The
biographies of Eric Sheppard, Engin Yesil, Claudio Osorio and Vedat Kalkuz
are
as follows:
Engin
Yesil, 45, Chairman of the Board of Directors.
Mr.
Yesil
has served as president and founder of a wide range of successful businesses.
He
founded his first business, Lens Express in 1986 and after successfully
operations, sold it as the world’s largest contact lens replacement service,
which later became part of 1-800-CONTACS.
Throughout
the 90’s Mr. Yesil founded and/or invested in a number of private U.S.
telecommunications companies. In 1996, Mr. Yesil founded U.S.-based Core
Development Holdings Corp., a real estate company. Again In 1998, Mr. Yesil
founded Yesil Insaat, a Turkish real estate development company.
Over
the
past ten years, Mr. Yesil has become a large land developer in Turkey. Currently
partnered with Salamanca, one of the UK's largest construction conglomerates,
Yesil Insaat is developing “Modernist”, a project consisting of 12,000
residential units in Istanbul. Additionally, Mr. Yesil is developing a number
of
other residential, business and shopping center projects in Turkey such as
the
Istanbul Trump Plaza.
In
2007,
Mr. Yesil became part owner of Innovida Holdings, a Multinational Corporation,
with operations in the USA, Germany, Middle East, Africa, Central and South
America, dedicated to the design, development, manufacturing and installation
in
the Global Markets of cutting edge and "state of the art" technologies,
materials and solutions in the construction industry. He has since invested
in
Innovida Turkish JV and One Dunya Limited, a UAE based real estate development
business.
Furthermore,
in 2006, Mr. Yesil partnered with Rudolph Younes, a fund manager specializing
in
international equity and emerging market investments. This partnership was
formed through the purchase of a controlling interest of a publicly traded
REIT
in Turkey, Y&Y GYO, which invests in a number of Turkish real estate
projects.
Mr.
Yesil
studied Business Administration and Finance at the University of
Florida.
Claudio
Osorio, 45, Director.
Claudio
Osorio has over 25 years of executive management experience in both
private and public companies. In 1986, he founded CHS Electronics (“CHS”),
taking it public and growing it into a Fortune 500 Company, ranking #189 with
annual revenues of $8.7 billion. CHS had business operations in 46 countries
employing over 7,500 before going private in 2000. Additionally, Mr. Osorio
founded Open First in 1999 and sold it in April of 2000 to i2 Technologies
for
$107 million. After closing this transaction, he agreed to stay with the company
through September 2001, acting as Executive Vice President of i2 Technologies
with the management responsibility for i2 Ventures' $250 million investment
portfolio.
From
its
inception in 2001, Mr. Osorio has been the CEO of Miami World Wide Partners,
a
holding company for numerous businesses involved in enterprise software,
consumer digital media, as well as computer/video game accessories.
Currently,
Mr. Osorio is Chairman, CEO and majority owner of Innovida Holdings Inc. a
multinational corporation, with operations in the USA, Germany, Middle East,
Africa, Central and South America, dedicated to the design, development,
manufacturing and installation in global markets of new technologies,
materials and solutions in the construction industry.
Mr.
Osorio graduated from Venezuelan UCAB with a Law Degree in 1980 and from IESA
with an MBA in 1982. In 1997, Mr. Osorio won the Ernst &Young, NASDAQ and
USA Today Entrepreneur of the Year Award.
Eric
Sheppard, 37, President and Director.
Eric
Sheppard is the co-founder, owner and, since its organization in 1995, has
served as the managing director of WGS Development Company. WSG is a Miami
Beach-based residential and commercial real estate development company
specializing in the acquisition, development and construction of condominiums,
hotels, apartments and retail shopping centers across the United States.
Over the past nine years, WSG has built more than 40 residential and
commercial projects across the country. Notable projects include Canyon Ranch
Living - Miami Beach, consisting of 432 condominium homes and 150 luxury hotel
suites, Indrio Village in St. Lucie County, Florida, a mixed-use project
consisting of 500,000 square feet of retail, 1,000 town homes and condominium
units with a projected value in excess of $300 million. Additionally, WSG is
developing Vista Point in Breckenridge, Colorado, a 200-unit multi-family resort
community. He was vice president of business development for The Commerce Group
from 1993 to 1995, specializing in the development of commercial shopping
centers and office buildings for Fortune 500 companies throughout the United
States. Currently, WSG has 21 projects nationwide with a completion value in
excess of $2 billion.
Mr.
Sheppard graduated from Florida State University with a degree in Finance and
Economics.
Vedat
Kalkuz, 35, Secretary
Mr.
Kalkuz currently works as Chief Financial Officer at Core Development Holdings
Corp, a real estate investment and collocation company. Previously, Mr Kalkuz
was employed at one of the Big 5 accounting firms. Past work experience includes
key roles in mergers, acquisitions and public offerings.
Mr
Kalkuz
has a baccalaureate degree in Business Administration from the University of
Istanbul.
Signatures
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.
