8-K 1 f8k22806_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):   February 23, 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.)

 

3 Violet Lane

San Carlos, California 94070

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(650) 596-5748

(ISSUER TELEPHONE NUMBER)

 

41 Sutter Street, Suite 1075

San Francisco, California 94014

(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 February 23, 2006 (the “Effective Date”), pursuant to the terms of a Stock Purchase Agreement, Rose Waste Systems, Inc purchased 100,000 shares of 51149, Inc. issued and outstanding common stock from Joseph Abrams and David Baker. 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, David N. Baker and Joseph Abrams sold a total of 100,000 shares of the Company’s issued and outstanding common stock to Rose Waste Systems, Inc.. 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

David Baker resigned as the Company’s President, Chief Executive Officer,

 

Chief Financial Officer and Secretary effective February 23, 2006.

o

As of February 23, 2006, George Gitschel was appointed as the Company’s President, Chief Executive Officer and Chief Financial Officer.

o

Further, ­George Gitschel was appointed to the Board of Directors of the Company.

o

Scott Raleigh 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.

David Baker resigned as the Company’s sole director effective as of February 23, 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. David Baker resigned as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary effective February 23, 2006.

George Gitschel was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and a member of the Board of Directors as of February 23, 2006. Since March 1987 he has been the President and sole shareholder of Rose Waste Systems, Inc in San Carlos, California. Rose Waste designs and sells waste/recyclable material handling systems to the commercial/industrial and government sectors. These systems are manufactured to Rose Waste specifications by several companies located throughout the world. In his capacity as the sole officer and director of Rose Waste, Mr. Gitschel is involved in all of the day to day operations of the Company and manages all aspects of the business. Mr. Gitschel received his Bachelor of Science with a degree in Marketing from the University of Santa Clara in 1981.

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 February 23, 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/ George Gitschel

 

 

George Gitschel, CEO

 

 

 

 

 

 

Dated: February 28, 2006