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: February 22, 2008
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| ARIEL WAY, INC. | |
| (Exact name of registrant as specified in charter) | |
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Florida | | 0-50051 | | 65-0983277 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 8000 Towers Crescent Drive, Suite 1220, Vienna, VA 22182 | |
| (Address of principal executive offices) | |
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| (703) 918-2420 | |
| (Registrant’s Telephone Number, including Area Code) | |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS.
On February 22, 2008, Ariel Way, Inc., completed the sale of all of its held shares of common stock in dbsXmedia, Inc, which represented 60% of all outstanding shares of dbsXmedia, Inc., to Elsinore Group, Inc. a Delaware corporation pursuant to a Stock Purchase Agreement entered into as of February 21, 2008. The cash proceeds for the sale was $1.00.
With this sale, we may reduce on our balance sheet recorded accounts payable and accrued expenses with approximately $720,236 and our other liabilities with approximately $304,577 to a total reduction of liabilities of approximately $1,024,814. dbsXmedia, Inc. with its UK subsidiary has an accumulated deficit of approximately ($1, 494,458).
The business and operation of dbsXmedia, both in the US and the UK, ceased in 2006 and its value has previously been written-off. Since July, 2007, we have been focused on developing and deploying solutions for digital signage and interactive media delivered over a combination of satellite, terrestrial and wireless local networks. We have also been actively engaged in seeking a possible acquisition of a new operation that is strategic to our digital signage and multimedia communications solutions services. With the acquisition of Syrei Holding UK limited, we have acquired new profitable business.
Arne Dunhem, who is the President and CEO of Ariel Way, Inc., is also the President of Elsinore Group, Inc.
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(d) | | Exhibits Furnished. |
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99.1 | | Stock Purchase Agreement, dated as of February 21, 2008. | | |
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 thereunto duly authorized.
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| | | ARIEL WAY, INC. |
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Date: February 22, 2008 | | By: | /s/ Arne Dunhem | |
| | Name: | Arne Dunhem | |
| | Title: | President and Chief Executive Officer | |
