UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): April 24, 2009
Miller Diversified Corp.
(Exact name of registrant as specified in its charter)
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Nevada |
| 000-19001 |
| 84-1070932 |
(State or Other Jurisdiction |
| (Commission |
| (I.R.S. Employer |
of Incorporation) |
| File Number) |
| Identification No.) |
360 Main Street
Washington, VA 22747
(Address of Principal Executive Office) (Zip Code)
540-675-3149
(Registrant’s telephone number, including area code)
(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 April 24, 2009 (the “Company”) entered into a material definitive agreement with Belmont Partners, LLC by which Belmont acquired three million three hundred forty-one thousand nine hundred ninety-four (3,341,994) shares of the Company’s common stock. Following the transaction, Belmont Partners, LLC controls approximately 52% 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 April 24, 2009, Joseph Meuse was appointed to the Board of Directors as Director, and as President and Secretary of the Company. Effective May 7, 2009, Norman Dean, James Miller, and Clark Miller resigned from their positions as Directors and/or Officers 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.
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| Miller Diversified Corp. |
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Date: May 19, 2009 | By: | /s/ Joseph Meuse |
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| Joseph Meuse Director, President and Secretary |
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