UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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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
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MIAD SYSTEMS, LTD.
(Exact Name of Registrant as Specified in Charter)
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| | |
Canada | 03-30801 | N/A |
(State or Other Jurisdiction
of Incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
43 Riviera Drive, Unit 6
Markham, Ontario, Canada
(Address of Principal Executive Offices)
(905) 479-0214
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K/A 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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE:This Form 8-K/A is being filed in order to correct errors contained in the Report on Form 8-K of MIAD SYSTEMS, LTD. originally filed on July 31, 2006 and Exhibit 10.7. Specifically ,the name of purchaser was incorrect in Exhibit 10.7 and has been amended to reflect the correct purchaser name. In the Report and the Exhibit the share purchase number was incorrectly stated as 1,960,000 instead of the correct number of 2,300,000. The contents of the report have not otherwise been modified or changed. This Form 8-K/A amends and replaces the original 8-K filing in its entirety.
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SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01
Changes in Control of Registrant.
On July 31, 2006, M.L. STRATEGIC LIMITED (“MLSL”) completed the purchase of a total of 2,300,000 shares of the Company’s no par value common stock, representing approximately 62% of the Company’s currently issued and outstanding common stock. The shares were purchased from Michael A.S. Green, for an aggregate purchase price of $519,000.00. The transaction was completed pursuant to the terms of a Stock Purchase Agreement dated July 31, 2006.
MLSL used its own capital to purchase the stock.
Neither MLSL nor any of its affiliates have any relationship with the Company or any of its affiliates other than in respect of the Stock Purchase Agreement.
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
In connection with the change of control described in Item 5.01, Mr. Fung Ming was appointed to the Board of directors to serve together with Mr. Michael Green who was previously the sole director. Accordingly, the current directors are Mr. Ming and Mr. Michael Green. Mr. Fung Ming, age 38, is the Executive Director of M.L. Strategic Limited. For the past 10 years, Mr. Fung has been self-employed as a business consultant; and, providing consulting services in relation to accounting, taxation and company secretarial matters.
SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits
(d)
The following exhibits are filed herewith:
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Exhibit No. | | Description |
10.7 | | Stock Purchase Agreement dated July 31, 2006, by and between the Company; M.L.
Strategic Limited, as Buyer; and, Michael Green, as Seller. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 4, 2006
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| | MIAD SYSTEMS, LTD |
| By: | /s/ MICHAEL A. S. GREEN |
| | | Michael A.S. Green |
| | | President and Chief Financial Officer |
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