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
March 6, 2006
Date of Report (Date of Earliest Event Reported)
SAFER RESIDENCE CORPORATION
(Exact name of Registrant as Specified in its Charter)
| NEVADA | 333-120926 | 98-0434357 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification Number) |
| Unit #64044 – 528B Clarke Road | |
| Coquitlam, British Columbia Canada | V3J 7V6 |
| (Address of principal executive offices) | (Zip Code) |
(604) 592-3567
(Registrant’s telephone number, including area code)
N/A
(Former Name or former address, if changed since last report)
Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ 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 (14 CFR 240.13e -4(c))
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SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Company has entered into a management agreement with a director, Leo Young, who is to provide management services to the Company under its terms. The management agreement is attached hereto as an exhibit.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Not Applicable
ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Not Applicable
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
Not Applicable
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
Not Applicable
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
Not Applicable
ITEM 2.06 MATERIAL IMPAIRMENTS
Not Applicable
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
Not Applicable
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
Not Applicable
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ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Not Applicable
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
Not Applicable
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Not Applicable
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Not Applicable
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
Not Applicable
ITEM 5.05 AMENDMENTS TO REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS
Not Applicable
SECTION 6 – [RESERVED]
SECTION 7 – REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
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Not Applicable
SECTION 8 – OTHER EVENTS
ITEM 8.01 OTHER EVENTS
The Company has appointed Mr. Leo Young and Mr. Frank Xie as directors of the Company. Mr. Leo Young has also been appointed as the Company’s President.
Melissa Blanchard and Jean Blanchard have resigned as directors of the Company and Jean Blanchard has resigned as President of the Company.
The Company, its now former directors, Mr. Young and Mr. Xie have orally agreed that in exchange for assuming control of the Company and its board of Directors, Mr. Young and Mr. Xie should acquire a controlling interest in the share capital of the Company.
As a result, three former directors, Jean Blanchard, Stephen Lisik and Melissa Blanchard, surrendered a total of 1,447,727 shares for cancellation (out of a total of 3,100,000 shares issued and outstanding) leaving a total of 1,652,273 shares issued and outstanding.
The Company then effected a forward stock split on a 44 new shares for one old share basis, which left a total of 72,700,012 shares issued and outstanding.
Mr. Young has acquired, from the Company’s former President, Jean Blanchard, the right and option to acquire a total of 36,000,000 common shares of the Company (representing 49.52% of the issued and outstanding shares of the Company).
Mr. Xie has also acquired, from the Company’s former President, Jean Blanchard, the right and option to acquire a total of 1,500,000 common shares of the Company (representing 2.06% of the issued and outstanding shares of the Company).
The 37,500,000 shares (the “Optioned Shares”) are held in trust by the Company’s corporate counsel until such time as Mr. Young and Mr. Xie pay the option price of USD$3,600 and USD$150 respectively for their Optioned Shares. The Optioned Shares represent a total of 51.58% of the issued and outstanding shares of the Company.
The transfer of control to Mr. Young and Mr. Xie was effected in this manner because issuance of sufficient shares, from treasury, to create a control position would possibly have had adverse tax consequences.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Not Applicable
Financial statements for the Registrant are separately filed under Forms 10KSB and Forms 10QSB and can be found on the SEC’s EDGAR website atwww.sec.gov.
EXHIBITS
| 10.1 | Management agreement between the Company and Mr. Leo Young dated effective March 1, 2006 |
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.
SAFER RESIDENCE CORPORATION.
“Leo Young”
_________________________
By: /s/ Leo Young
President and Director
Dated: March 6, 2006
