Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, C
Item 1.01 - Entry into a Material Definitive Agreement The undersigned believes that the registrant has not engaged in any material business operations for the last few years. The registrant has not filed the periodic reports required by the Securities and Exchange Commission since August, 1998. In addition, on or about July 31, 2005, the registrant's corporate charter went into default with the Washington Secretary of State. Accordingly, it is believed that the registrant had abandoned its business.
Pursuant to its ORDER APPOINTING DAVID B. STOCKER AS CUSTODIAN OF CARVER CORPORATION dated August 8, 2006 (the "Order"), the Superior Court of Washington for Spokane County appointed David B. Stocker as custodian of the registrant, and authorized Mr. Stocker to take the following actions on behalf of the registrant:
Appoint new officers and board of directors for the registrant within 30 days of the Notice of Entry of the Order;
Reinstate the registrant's articles of incorporation;
Locate the financial records of the registrant to file tax returns and information statements to permit it to resume its status of good standing;
Obtain copies of the registrant's shareholders lists; and,
Any and all further actions on behalf of the registrant as permitted by the Court and the corporate laws of the State of Washington to otherwise restore the business and prospects of the registrant for the benefit of all shareholders of the registrant.
In accordance with the Order, Mr. Stocker appointed himself as sole interim director and president. In addition, the registrant hired Carrera Capital, Inc., a business consulting firm ("CCI"), for the purpose of assisting the registrant in its efforts to salvage value for the benefit of its shareholders. CCI has also agreed to advise the registrant as to potential business combinations. Mr. Stocker, an attorney, is the president of CCI.
As of September 6, 2006, CCI has contributed approximately $15,000 and obligated itself to contribute an additional $5,000 as paid in capital to the registrant. The registrant is to use these funds to pay the costs and expenses necessary to revive the registrant's business operations. Such expenses include, without limitation, fees to reinstate the registrant's corporate charter with the State of Washington, payment of all past due franchise taxes, settling all past due accounts with the registrant's transfer agent, and accounting and legal fees. CCI has agreed to continue to contribute such additional funds as are necessary to accomplish these goals.
In consideration for these services and capital contribution(s), the registrant issued 10,300,000 shares of its common stock to CCI representing approximately 51.5% of its common stock outstanding as of September 6, 2006.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 - Unregistered Sale of Equity Securities On September 6, 2006, the registrant issued to 10,300,000 shares of its common stock to CCI in exchange for $20,000. See Item 1.01 above.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 - Changes in Control of Registrant Pursuant to the Order and the arrangement with CCI, the registrant issued 10,300,000 shares of its common stock to CCI representing approximately 51.5% of the common stock outstanding as of September 6 2006. See Item 1.01, above.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Pursuant to the Order, David B. Stocker has been appointed sole director and officer of the registrant. See 1.01, above.
SECTION 8 - OTHER EVENTS
Item 8.01 - Other Events At the direction of David B. Stocker, and as of this date, the registrant intends to update all regulatory filings and establish business operations that will enhance shareholder value.
Posts: 89 | Registered: Aug 2006
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