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| CNSO.OB > SEC Filings for CNSO.OB > Form 8-K on 24-Jul-2006 | All Recent SEC Filings |
24-Jul-2006
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securi
On July 18, 2006, the Registrant entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with seventeen accredited investors (collectively, the "Buyers") pursuant to which the Registrant issued 3,800,000 shares of the Registrant's common stock (the "Common Stock") in consideration for an aggregate of $237,669.00 in cash.
There are no material relationships between the Registrant or its affiliates and any of the parties of the Stock Purchase Agreement other than as disclosed in Item 5.02 below with regard to Mr. Silas Phillips.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
SECTION 3 - SECURITIES AND TRADING MARKETS
Pursuant to the Stock Purchase Agreement, the Registrant issued 3,800,000 shares
of the Registrant's Common Stock to the Buyers in exchange for an aggregate of
$237,669.00. The offer and sale of all securities pursuant to the foregoing
transaction was exempt from the registration requirements of the Securities Act
of 1933, as amended (the "Securities Act"), under Rule 506 insofar as: (1) the
investors were accredited within the meaning of Rule 501(a); (2) the transfer of
the securities were restricted by the Registrant in accordance with Rule 502(d);
(3) there were no more than 35 non-accredited investors in any transaction
within the meaning of Rule 506(b), after taking into consideration all prior
investors under Section 4(2) of the Securities Act within the twelve months
preceding the transaction; and (4) none of the offers and sales were effected
through any general solicitation or general advertising within the meaning of
Rule 502(c).
Effective July 18, 2006, Mr. Scott Absher and Mr. George LeFevre resigned as members of the board of directors of the Registrant. There were no disagreements between Mr. Absher, Mr. LeFevre, and any officer or director of the Registrant.
Effective July 18, 2006, Mr. Scott Absher resigned as Chief Executive Officer of the Registrant.
Effective July 18, 2006, Mr. George LeFevre resigned as the Chief Financial Officer and Secretary of the Registrant.
Effective July 18, 2006, Mr. Silas Phillips was appointed as a member of the Registrant's Board of Directors. Other than the transaction described in Item 1.01 above, no transactions occurred in the last two years to which the Registrant was a party in which Mr. Phillips had or is to have a direct or indirect material interest. Mr. Phillips has not been appointed to any committee of the Company's Board of Directors.
Effective July 18, 2006, Mr. Silas Phillips was also appointed as the Chief Executive Officer, Chief Financial Officer, and Secretary of the Registrant. Mr. Phillips currently has no employment agreement with the Registrant.
Mr. Silas Phillips, age 34, is the Registrant's Chief Executive Officer, Chief Financial Officer, Secretary, and Director. Mr. Phillips is also currently the President and Chief Executive Officer of Internet Media Group, Inc., a company he formed and has owned since March 1999. Internet Media Group, Inc. provides E-Commerce, Business Development and Project Management consulting services, and develops outsourcing relationships with outbound telemarketing organizations. Mr. Phillips' business experience includes the creation and development of fully automated and robust backend lead generation systems comprised of Client, Vendor and Reporting modules including full A/P, A/C and Invoicing. Mr. Phillips has developed numerous websites ranging from lead generating sites to large, commercial sites with full responsibility for lead generation, web development and affiliate management, and he also has experience in developing strategic partnerships with leading e-commerce design, lead generation, and telecom providers. Mr. Phillips has also developed Internet affiliate and interactive brand marketing programs and he has managed an affiliate marketing program with over 50 volume producers generating in excess of $100,000 per month. Mr. Phillips also has experience in re-engineering E-Commerce business processes and work flows to maximize use of software applications and tools, and in conducting analysis of E-Commerce software systems used for automated web fulfillment and online credit card processing. Mr. Phillips has also provided extensive consultation services as a Senior Management Consultant in connection with the sale and reorganization of an Internet pharmacy company, in which the focus of his efforts included strategic planning and management of all aspects for future sale of the company and the company's IPO. Mr. Phillips also has expertise in conducting market research and competitive analysis.
(d) Exhibits.
Exhibit No. Document
10.1 Stock Purchase Agreement, dated July 18, 2006, by and among the Registrant and the purchasers signatory thereto.
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