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 of 1934
Date of Report (Date of earliest event reported): June 9, 2009
Michael Lambert, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada |
| 333-146517 |
| 20-3107499 |
(State or Other Jurisdiction |
| (Commission |
| (I.R.S. Employer |
of Incorporation) |
| File Number) |
| Identification No.) |
360 Main Street P.O. Box 393 Washington, VA 22747 |
(Address of Principal Executive Office) (Zip Code) |
540-675-3149
(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 8-K 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 (17 CFR 240.13e-4(c))
SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2009 (the “Company”) entered into a material definitive agreement with Belmont Partners, LLC by which Belmont acquired three million seven hundred sixty-two thousand (3,762,000) shares of the Company’s common stock. The transaction closed on June 16, 2009. Following the transaction, Belmont Partners, LLC controls approximately 85.41% of the Company’s outstanding capital stock.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On June 5, 2009, Joseph Meuse was appointed to the Board of Directors as well as President and Secretary of the Company. On the same date, Robert Kremer resigned from all positions held in the Company. On the same date, Carey G. Birmingham also resigned from his position as Chief Financial Officer of the Company.
Set forth below is certain biographical information regarding the New Director and Officer:
Appointment of Joseph Meuse: Director, President and Secretary of the Company.
Joseph Meuse, age 39, resides in Warrenton, VA. Mr. Meuse has been involved with corporate restructuring since 1995. He is the Managing Member of Belmont Partners, LLC and was previously a Managing Partner of Castle Capital Partners. Additionally, Mr. Meuse maintains a position as a Board Member of numerous public companies. Mr. Meuse attended the College of William and Mary.
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.
| Michael Lambert, Inc. | |
|
|
|
Date: June 18, 2009 | By: | /s/ Joseph Meuse |
|
| Joseph Meuse |
|
| Director, President and Secretary |