Beverly Hills Weight Loss & Wellness (BHWW) Inactive
Filed: 8 Nov 02, 12:00am
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2001
Weight Loss Forever International, Inc.
(Exact name of registrant as specified in its charter)
Nevada | I-28733 | 88-0430607 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Registrant’s telephone number, including area code)
youticket.com, inc.
4815 Russell Road, Suite 14-N
Las Vegas, Nevada 89118
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant
On September 30, 2001, the Company entered into a Reorganization and Stock Purchase Agreement (the “Agreement”) with Sobik’s International Franchising, Inc. (“Sobik’s”) and Weight Loss Forever International, Inc. (“WLF”), which results in a restructuring of the Company’s management, Board of Directors, and ownership.
Pursuant to the terms of the Agreement, Sobik’s sold 10,304,200 shares of WLF common stock, representing at that time 100% of the outstanding common stock of WLF, to the Company. As consideration for the purchase of the shares, the Company issued and granted 26,004,716 shares of the Company’s common stock, representing in excess of 80% of the Company’s outstanding common stock, to Sobik’s, which Sobik’s received on behalf of Sobik’s and others. Pursuant to prior agreements between Sobik’s and certain third parties, Sobik’s immediately transferred 23,007,348 shares of the Company’s common stock to the third parties and retained 2,997,368 shares of the Company’s common stock, representing approximately 9.87% of the Company’s then outstanding common stock. Due to subsequent stock issuances by the Company, Sobik’s 2,997,368 shares of common stock now represents approx imately 7.7% of the Company’s common stock.
On December 4, 2001, in accordance with the Agreement, the Company’s Board of Directors received a letter of resignation from its sole Board member, Mr. Donald A. Mitchell, which is effective upon the appointment of a new Board of Directors. Pursuant to the Agreement the individuals listed in Exhibit “B” of the Agreement (the “Appointees”) have been appointed as directors. These individuals took office ten days after an Information Statement was mailed to all Company shareholders in compliance with Section 14(F) of the Securities Exchange Act of 1934 and Rule 14F-1 thereunder, which was March 15, 2002.
Voting Securities of the Company
Prior to the Agreement there were 4,351,179 shares of common stock issued and outstanding. As of September 30, 2001, after the Agreement, there were 30,355,895 shares of common stock issued and outstanding. Each share of Common Stock entitles the holder thereof to one vote on each matter that may come before a meeting of the shareholders.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable
Item 5. Other Events
Not applicable.
Item 6. Resignations of Directors and Executive Officers
Not applicable.
Item 7. Financial Statements
Not applicable.
Item 8. Change in Fiscal Year
Not applicable.
Item 9. Regulation FD Disclosure
No applicable.
EXHIBITS
2.1* - Reorganization and Stock Purchase Agreement dated September 30, 2001, by and between youticket.com, inc., Sobik’s International Franchising, Inc. and Weight Loss Forever, Inc.
* Incorporated by reference from the current Report on Form 8-K filed by the Company on January 15, 2002.
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.
Dated: November 7, 2002 Weight Loss Forever International, Inc.
By: /s/ John Martin
Its: President