-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dac9tIEAiAD3o1SgefjKMx71HIqxYHfVT3qMj9kgXvkpP0pzK8K5jrLG+v3GROEQ 2FKIEDuqJaLHCIDGhgnPiw== 0001213900-06-000774.txt : 20060626 0001213900-06-000774.hdr.sgml : 20060626 20060626162337 ACCESSION NUMBER: 0001213900-06-000774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060622 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060626 DATE AS OF CHANGE: 20060626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 51149 INC CENTRAL INDEX KEY: 0001317841 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51192 FILM NUMBER: 06924717 BUSINESS ADDRESS: STREET 1: 4400 ROUTE 9 SOUTH STREET 2: #1000 CITY: FREEHOLD STATE: NJ ZIP: 07728 BUSINESS PHONE: 732-409-5103 MAIL ADDRESS: STREET 1: 4400 ROUTE 9 SOUTH STREET 2: #1000 CITY: FREEHOLD STATE: NJ ZIP: 07728 8-K 1 f8k62206_51149.htm FORM 8-K

 


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):   June 22, 2006

51149, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE

000-51192

 

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)

 

1250 Long Beach Avenue, #111

 

Los Angeles, California 90021

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(213) 689-9585

(ISSUER TELEPHONE NUMBER)

3 Violet Lane

San Carlos, California 94070

(FORMER NAME AND ADDRESS)

 

=====================================================================

 

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

 


 

 

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 22, 2006 (the “Effective Date”), pursuant to the terms of a Stock Purchase Agreement, David N. Baker and Joseph W. Abrams purchased 100,000 shares of 51149, Inc. issued and outstanding common stock from Rose Waste Systems, Inc. The total of 100,000 shares represents all of the shares of outstanding common stock of 51149, Inc.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

Pursuant to the terms of a Stock Purchase Agreement, Rose Waste Systems, Inc. sold a total of 100,000 shares of the Company’s issued and outstanding common stock to David N. Baker and Joseph W. Abrams. The total of 100,000 shares represents all of the Company’s outstanding common stock. As part of the Acquisition and pursuant to the Stock Purchase Agreement, the following changes to the Company’s directors and officers have occurred:

 

o

George Gitschel resigned as the Company’s President, Chief Executive Officer,

 

Chief Financial Officer and Secretary effective June 22, 2006.

o

As of June 22, 2006, Mary K. Dorst was appointed as the Company’s President, Chief Executive Officer and Chief Financial Officer.

o

Further, ­Mary K. Dorst was appointed to the Board of Directors of the Company.

o

George Gitschel then resigned as a member of the board of directors of the Company.

 

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

George Gitschel resigned as the Company’s sole director effective as of June 22, 2006. The resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. George Gitschel resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary effective June 22, 2006.

Mary K. Dorst was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors as of June 22, 2006. Mary K. Dorst has been providing consulting services to various businesses and individuals in the architecture and real estate development sectors since 2003. From 2002-2003 Ms. Dorst provided consulting services to homeowners in connection with remediation and construction oversight of various projects. From 2000 to 2002 Ms. Dorst functioned as a consultant to businesses in the furniture manufacturing and design industry.

No transactions occurred in the last two years other than the aforementioned to which the Company was a party in which any director or officer had or is to have a direct or indirect material interest.

 

 

 

 

 

 

 


 

 

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

 

(a)

Financial Statements of Business Acquired.

 

Not applicable.

(b)

Pro Forma Financial Information 

 

Not applicable.

(c)

Exhibits.

 

2.1

Stock Purchase Agreement dated as of June 22, 2006 between David N. Baker and Joseph Abrams and Rose Waste Systems, Inc.

 

 

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.

 

51149, Inc.

 

 

 

By:

/s/ Mary K. Dorst

 

 

Mary K. Dorst, CEO

 

 

 

 

 

 

Dated: June 26, 2006

 

 

 

 

 

 

 

 

 EX-2 2 f8k62206ex2_51149.htm STOCK PURCHASE AGREEMENT

 

AGREEMENT

 

AGREEMENT made as of the 22nd day of June, 2006, by and between:

Rose Waste Systems, Inc. with an address at 3 Violet Lane, San Carlos, CA 94070 (“SELLER”);

 

and

 

David N. Baker and Joseph Abrams with an address at 41 Sutter Street, Suite 1075, San Francisco, CA 94014 (“PURCHASERS”).

 

R E C I T A L S:

 

FIRST, SELLER is the owner of 100,000 shares of common stock of 51149, Inc., a Delaware corporation (“51149”).

SECOND, SELLER desires to sell all 100,000 of its issued and outstanding shares in 51149 to PURCHASERS in consideration of the following.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1.0

Transfer of Shares.

SELLER hereby transfers and delivers all 100,000 of its issued and outstanding shares in 51149 to PURCHASERS for good and valuable consideration received. Upon execution of the Agreement, SELLER will immediately forward the 100,000 51149 shares to PURCHASERS in the following manner:

David Baker-50,000 shares

 

Joseph Abrams-50,000 shares

 

 

 


 

 

2.0  Representations and Warranties of SELLER. SELLER hereby represents and warrants to PURCHASERS that:

2.1  Authority. SELLER has full legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by SELLER and constitutes a valid and binding instrument, enforceable in accordance with its terms.

2.2 Resignation. SELLER represents that it is the sole shareholder of 51149 and that PURCHASERS are purchasing all of the issued and outstanding shares of 51149. SELLER hereby agrees that upon receipt of the consideration set forth above, it is relinquishing all interest in the 100,000 shares of 51149 stock. In addition, upon execution of this agreement, George Gitschel, the principal of the SELLER shall resign as the sole officer and director of 51149.

2.3  Compliance with Other Instruments. The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which SELLER is a party or by which SELLER is bound.

 


 

 

2.4  Capitalization. As of the date of this Agreement, 51149 has 100,000,000 shares of common stock authorized, of which 100,000 shares (the shares being sold by SELLER to PURCHASERS under this Agreement) are issued and outstanding. Other than this Agreement, there are no options, warrants, or other agreements to which 51149 is a party relating to the issuance, sale, or transfer of any equity securities or other securities of 51149. The shares being sold by SELLER to PURCHASERS under this Agreement have been duly authorized and are validly issued, fully paid, and nonassessable.

2.5   Title to SELLER’S shares in 51149. SELLER is the sole legal and beneficial owner of its shares in 51149 and has good and marketable title thereto, free and clear of any liens, claims, rights and encumbrances.

2.6  No Claims; Indemnity.    There are currently no claims or lawsuits threatened or pending against 51149 or SELLER as the owner of the 51149 shares, and SELLER is unaware of any conditions or circumstances that would lead to or justify the filing of any claim or lawsuit. If, after the consummation of this transaction and the transfer of the 51149 shares from SELLER to PURCHASERS any claim or lawsuit shall be filed against 51149 or PURCHASERS (as the owner of the 51149 shares), arising out of any circumstances whatsoever prior to transfer of the

 


 

shares, SELLER shall defend, indemnify and hold PURCHASERS harmless from and against any and all such claims or lawsuits or any awards or judgments granted thereunder.

2.7  Filings and Transfer Costs. Seller hereby agrees to pay for SEC/EDGAR and any other transfer costs incurred by PURCHASERS in connection with the purchase, as well as the costs of SEC filings due through July 15, 2006.

3.0  Representations and Warranties of PURCHASERS. PURCHASERS hereby unconditionally represents and warrants to SELLER that:

3.1  Authority. Each PURCHASER has full legal capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by PURCHASERS and constitutes a valid and binding instrument, enforceable in accordance with its terms.

3.2  Compliance with Other Instruments. The execution, delivery and performance of this Agreement is in compliance with and does not conflict with or result in a breach of or in violation of the terms, conditions or provisions of any agreement, mortgage, lease or other instrument or indenture to which PURCHASERS is a party or by which PURCHASERS are bound.

3.3 Rule 144 Restriction. PURCHASERS hereby agree that such shares are restricted pursuant to Rule 144 and therefore subject

 


 

to Rule 144 resale requirements.

4.0  Notices. Notice shall be given by certified mail, return receipt requested, the date of notice being deemed the date of postmarking. Notice, unless either party has notified the other of an alternative address as provided hereunder, shall be sent to the address as set forth herein.

5.0  Governing Law. This Agreement shall be interpreted and governed in accordance with the laws of the State of New Jersey.

6.0  Severability. In the event that any term, covenant, condition, or other provision contained herein is held to be invalid, void or otherwise unenforceable by any court of competent jurisdiction, the invalidity of any such term, covenant, condition, provision or Agreement shall in no way affect any other term, covenant, condition or provision or Agreement contained herein, which shall remain in full force and effect.

7.0  Entire Agreement. This Agreement contains all of the terms agreed upon by the parties with respect to the subject matter hereof. This Agreement has been entered into after full investigation.

8.0   Invalidity.   If any paragraph of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent jurisdiction, such provision shall be ineffective but shall not in any way

 


 

invalidate or affect any other clause, Paragraph, section or part of this Agreement.

9.0 Gender and Number. Words importing a particular gender mean and include the other gender and words importing a singular number mean and include the plural number and vice versa, unless the context clearly indicated to the contrary.

10.0 Amendments. No amendments or additions to this Agreement shall be binding unless in writing, signed by both parties, except as herein otherwise provided.

11.  No Assignments. Neither party may assign nor delegate any of its rights or obligations hereunder without first obtaining the written consent of the other party.

12.   Waiver of Counsel. PURCHASERS and SELLER hereby acknowledge that they have the right to obtain legal counsel for this transaction. Notwithstanding same, they hereby waive their rights to such legal counsel. In addition, both parties hereby acknowledge that Anslow & Jaclin, LLP represents 51149 and no other party in this transaction. It has drafted this agreement for convenience purposes only.

 

 

 

 


 

 

IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have signed this Agreement by their duly authorized officers the day and year first above written.

WITNESS

SELLER:

 

ROSE WASTE SYSTEMS, INC.

 

By:/s/ George Gitschel                

 

WITNESS

PURCHASERS:

 

 

___________________________

By: /s/ David Baker

DAVID BAKER

 

___________________________

By: /s/ Joseph Abrams

 

JOSEPH ABRAMS

 

 

 

 

 

 

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