-----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, DuvRqMTMncrhf2BzbTYy5MV/XJRVio5FRPw5zCGe1+lkTdQbtO2O2f8WmCNMAXgv o+MaP7aiJPkHf1cKAgxhxw== 0000932127-01-000002.txt : 20010321 0000932127-01-000002.hdr.sgml : 20010321 ACCESSION NUMBER: 0000932127-01-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010307 ITEM INFORMATION: FILED AS OF DATE: 20010320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONEYZONE COM CENTRAL INDEX KEY: 0000932127 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 721148906 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25022 FILM NUMBER: 1572802 BUSINESS ADDRESS: STREET 1: 8701 RED OAK BOULEVARD STREET 2: SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28217 BUSINESS PHONE: 7045221410 MAIL ADDRESS: STREET 1: 8701 RED OAK BOULEVARD STREET 2: SUITE 100 CITY: CHARLOTTE STATE: NC ZIP: 28217 FORMER COMPANY: FORMER CONFORMED NAME: EBONLINEINC COM DATE OF NAME CHANGE: 19990715 FORMER COMPANY: FORMER CONFORMED NAME: CERX VENTURE CORP DATE OF NAME CHANGE: 19981116 FORMER COMPANY: FORMER CONFORMED NAME: CERX ENTERTAINMENT CORP DATE OF NAME CHANGE: 19970325 8-K 1 0001.txt OTHER EVENTS - -------------------------------------------------------------------------------- U.S. 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): March 7, 2001 ----------------------------------- MONEYZONE.COM (Exact Name Of Registrant As Specified In Its Charter) ----------------------------------- NEVADA 0-25022 72-1148906 (State Or Other Jurisdiction Of (Commission File Number) (IRS Employer Incorporation Or Organization) Identification No.) 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210 (Address of principal executive offices) (Zip Code) (704) 522-1410 (Registrant's telephone number, including area code) 8701 Red Oak Boulevard, Suite 100 Charlotte, North Carolina 28217 (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On January 16, 2001, the holder of the MoneyZone.com Convertible Debenture Purchase and Exchange Agreement ("MoneyZone Convertible Debenture") surrendered it to Global Capital Partners Inc. in exchange for a 5% Convertible Debenture issued by Global Capital Partners Inc ("GCAP"). On March 7, 2001, GCAP and the Company entered into an Agreement ("Agreement") regarding the conversion of the MoneyZone Convertible Debenture and the acquisition of certain assets of the Company by GCAP. Under the terms of the MoneyZone Convertible Debenture, Global Capital Partners Inc. was entitled to receive 9,886,236 shares of MoneyZone.com common stock. Under the terms of the Agreement, Global Capital Partners, Inc. converted the Debenture into 8,448,990 shares of MoneyZone.com's common stock. The remaining 1,437,246 shares due to Global Capital Partners, Inc. were exchanged for the transfer and delivery to Global Capital Partners, Inc. of all of the assets of MoneyZone.com, including without limitation, domain names, trademarks, loan processing software, logos and designs, and furniture and equipment. On March 12, 2001, MoneyZone.com ("the Company") announced that it is (i) effecting a reverse stock split (the "Reverse Stock Split") of the Company's outstanding common stock, par value $.001 per share, to become effective at 5:00 p.m. on March 30, 2001, by issuing one newly issued share of common stock for each 150 shares of the Company's presently issued and outstanding common stock; and (ii) after effecting the Reverse Stock Split, increasing the number of authorized shares from 20,000,000 shares to 50,000,000 shares ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. (2.1) Press Release of the Company dated March 20, 2001. (2.2) Letter Agreement between MoneyZone.com and Global Capital Partners Inc. dated as of March 7, 2001. - 2 - SIGNATURE 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 thereunto duly authorized. MONEYZONE.COM (Registrant) By: /s/ Randall F. Greene ---------------------------------------------- Randall F. Greene Chief Executive Officer and President Dated: March 20, 2001 - 3 - EX-2.1 2 0002.txt PRESS RELEASE Exhibit 2.1 MoneyZone.com Press Release March 20, 2001 FOR IMMEDIATE RELEASE MONEYZONE.COM SIGNS AGREEMENT WITH GLOBAL CAPITAL PARTNERS TO CONVERT OUTSTANDING DEBT TO EQUITY AND SELL REMAINING ASSETS; MONEYZONE.COM TO EFFECTUATE REVERSE STOCK SPLIT AND INCREASE AMOUNT OF AUTHORIZED SHARES OUTSTANDING Charlotte, March 20, 2001---MoneyZone.com (OTCBB: MNZN) announced today that it has entered into an Agreement with Global Capital Partners Inc., (NASDAQ:GCAP) regarding the conversion of the Convertible Debenture held by Global Capital Partners Inc., and the acquisition of certain assets of MoneyZone.com by Global Capital Partners Inc. Under the terms of the Convertible Debenture, Global Capital Partners Inc. was entitled to receive 9,886,236 shares of MoneyZone.com common stock. Under the terms of the Agreement, Global Capital Partners, Inc. converted the Debenture into 8,448,990 shares of MoneyZone.com's common stock. The remaining 1,437,246 shares due to Global Capital Partners Inc. were exchanged for the transfer and delivery to Global Capital Partners Inc. of all of the assets of MoneyZone.com, including without limitation, domain names, trademarks, loan processing software, logos and designs, and furniture and equipment. In addition, on March 12, 2001, MoneyZone.com's Board of Directors adopted the following resolutions: (i) a reverse stock split (the "Reverse Stock Split") of its outstanding common stock, par value $.001 per share, to become effective at 5:00 p.m. on March 30, 2001, whereby MoneyZone.com will be issuing one newly issued share of common stock in exchange for each 150 shares of MoneyZone.com's presently issued and outstanding common stock; and (ii) after effecting the Reverse Stock Split, the number of authorized shares will be increased from 20,000,000 shares to 50,000,000 shares. For Additional Information Contact: Randall F. Greene President and CEO MoneyZone.com 704.522.1410 - 4 - EX-2.2 3 0003.txt LETTER AGREEMENT Exhibit 2.2 FINANCE, FUNDING & OPPORTUNITIES MONEYZONE.COM March 1, 2001 Mr. Kevin D. McNeil Executive Vice President Global Capital Partners, Inc. 6000 Fairview Road Ste. 1410 Charlotte, N.C. 28210 Re: MoneyZone.com Dear Kevin: This letter will confirm the details of the agreement between Global Capital Partners, Inc. and MoneyZone.com relating to the conversion of MoneyZone's 6% Convertible Debenture in the original principal amount of $2,500,000, and the purchase by Global Capital Partners, Inc. of MoneyZone's remaining assets. The principal balance plus accrued interest of the debenture at January 15, 2001, was $3,050,000, plus additional accrued interest through February 28, 2001, in the amount of $21,559, for a total due Global Capital of $3,071,559. At March 1, 2001, Global Capital owed MoneyZone.com $600,000 for intercompany advances. Thus the net due Global Capital at the date of this agreement is $2,471,559. Under the terms of the debenture, Global Capital, has the right to convert the balance due into MoneyZone.com common stock at 80% of the average lowest three closing prices during the 30 days prior to conversion. This average has been calculated to be $.25 per share, and since you have notified us of your intention to convert as of this date, Global Capital is entitled to 9,886,236 shares. MoneyZone and Global Capital have agreed to the issuance of 8,448,990 common shares of MoneyZone.com in full repayment of the debenture. The additional 1,437,246 shares which are due Global Capital shall be the total consideration for the purchase of MoneyZone's remaining assets which include approximately twenty domain names, the MoneyZone.com trademark, loan processing software, all logos and design materials and all remaining furniture and equipment. The effective date of the asset purchase and sale shall be March 1, 2001. Global Capital shall not be responsible for any of the remaining liabilities of MoneyZone.com. - 5 - If this letter accurately sets out the terms of our agreement, please sign below and return one original document to me. Best regards, Accepted and agreed upon by: /S/ RANDALL F. GREENE /S/ KEVIN D. MCNEIL - ---------------------------- ----------------------------- Randall F. Greene Kevin D. McNeil President and CEO Executive Vice President MoneyZone.com Global Capital Partners, Inc. Date: MARCH 7, 2001 - 6 - -----END PRIVACY-ENHANCED MESSAGE-----