8-K 1 t11165_8k.txt FORM 8-K UNITED STATES 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): July 31, 2006 CALTON, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 1-8846 22-2433361 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification Number) 2050 40TH AVENUE, SUITE ONE VERO BEACH, FLORIDA 32960 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (772) 794-1414 (Former name or former address, if changed since last report) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) SECTION 8 - OTHER EVENTS ITEM 8.01 OTHER EVENTS On July 31, 2006, eCalton.com, Inc., a wholly-owned subsidiary of Calton, Inc. (the "Company"), sold substantially all of its assets to Bray Web Development, Inc. pursuant to an Asset Purchase Agreement dated July 24, 2006. Prior to the sale, Gregory A. Bray, the President and a principal of Bray Web Development, Inc., was the Vice President of Operations of eCalton.com, Inc. The purchase price for the assets sold to Bray Web Development, Inc. was $250,000. Bray Web Development, Inc. also assumed certain specified liabilities of eCalton.com, Inc. The Company is no longer in the business of providing Internet business solutions or website development and design services. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Description ----------- ----------- 99.1 News Release dated August 1, 2006, of Calton, Inc. Re: eCalton.com, Inc. Asset Sale 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. Calton, Inc. ------------------------------------- (Registrant) By: /s/ Laura A. Camisa ------------------------------------- Laura A. Camisa Chief Financial Officer and Treasurer Dated: August 1, 2006