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 Event Requiring Report: October 17, 2001
Wichita Development Corporation
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(Exact Name of Registrant as Specified on its Charter)
0-29383 88-0356200
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(Commission File Number) (IRS Employer Identification Number)
NEVADA
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(State or Other Jurisdiction of Incorporation or Organization)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
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(Address of Principal Executive Offices)
(801) 575-8073
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(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 17, 2001, the Company entered into a Stock Purchase Agreement with
Axia Group, Inc. wherein the Company agreed to purchase from Axia Group, Inc., a
Nevada corporation, approximately 85.6% of the issued and outstanding shares of
Kearns Development Corporation ("Kearns"), a Nevada corporation which owns real
estate consisting of a fully rented office building located in Salt Lake County,
Utah. The Company will receive 18,100,000 shares of Kearns common stock in
exchange for 80,000,000 shares of the Company's common stock. See Exhibit A.
Kearns owns an office building located in Salt Lake County, Utah. The Kearns
building is a 11,709 square foot, single story office building located in a
south western suburb of Salt Lake City, Utah. The property is considered class
"B" space The occupancy rate is currently 100%. The building is rented at an
average of approximately $11.44 a square foot by the current tenants. As of June
1, 2001 Kearns had three leases in place. The first lease is with the Deseret
Mutual Benefit Administrators, an insurance provider that occupies approximately
4,000 square feet (34%) of the building. The lease currently provides for
monthly payments of $3,425 a month with annual increases of four percent
(4%).The Deseret lease expires on September 30, 2003. The second lease is with
the State of Utah Court Administrator, a probation oversight office that
occupies approximately 3,500 square feet (30%) of the building. The lease is
paid on an annual basis that currently equates to a monthly rate of $3,743. The
State of Utah lease expires on September 30, 2003. The third lease is with the
Salt Lake Community Action Program which occupies approximately 3,920 square
feet (33.5%) of the building. The lease is for a term of three years beginning
on June 1, 2001 and ending on May 31, 2004, with the monthly rents for 2001 set
at $3,335, 2002 at $3,468 and 2003 at $3,607.
On November 1, 1999, Kearns entered into a three year lease agreement, with an
option to purchase, on an identical single story office building at the same
location as the building presently owned by Kearns. The terms of this lease and
option agreement entitle Kearns to lease this second building for a three year
period with the option to purchase though October 31, 2002. The purchase price
for the second building is $625,000 if closed before October 31, 2001 and
$650,000 if closed before October 1, 2002.
Wichita made the acquisition as part of its ongoing business plan to increase
ownership of commercial properties.
ITEM 5. OTHER EVENTS
On October 1, 2001, Mel S. Martin and Edward T. Wells accepted appointment as
directors of the Corporation. On October 5, 2001, Jim Dendy accepted appointment
as a director of the Corporation. On October 12, 2001, the Board of Directors
appointed Edward T. Wells to serve as CEO of the Company and Mel S. Martin to
serve as Corporate Secretary.
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ITEM 7. Financial Statements and Exhibits
The following exhibit is included as part of this report:
EXHIBIT PAGE
NO. NO. DESCRIPTION
1 3 Stock Purchase Agreement dated October 17, 2001
Pro forma financial statements, as required, will be filed by amendment within
the time allowed by rule.
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.
Dated: October 19, 2001
Wichita Development Corporation
Edward T. Wells
By:----------------------------
Edward T. Wells, CEO
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STOCK PURCHASE AGREEMENT
BETWEEN
WICHITA DEVELOPMENT CORPORATION
AND
AXIA GROUP, INC.
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STOCK PURCHASE AGREEMENT
TABLE OF CONTENTS
Purchase and Sale.............................................................2
Purchase Price................................................................2
Warranties and Representations of Axia........................................2
Warranties and Representations of Wichita.....................................4
Term..........................................................................5
Conditions Precedent to Closing...............................................5
Termination...................................................................5
Miscellaneous Provisions......................................................6
Closing.......................................................................6
Governing Law.................................................................6
Counterparts..................................................................6
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement") agreementated October 17,
2001, by, between and among WICHITA DEVELOPMENT CORPORATION, a Nevada
Corporation ("Wichita"), and AXIA GROUP, INC., a Nevada corporation, ("AXIA").
WHEREAS, Axia owns in excess of 90% of the issued and outstanding
common stock of Kearns Development Corporation ("Kearns"), a Nevada corporation,
which owns real property located in Salt Lake County, Utah; and
WHEREAS, Axia desires to sell and Wichita desires to purchase Eighteen
Million One Hundred Thousand (18,100,000) shares of common stock, representing
an interest in excess of eighty percent (80%) of the issued and outstanding
shares of Kearns in exchange for the transfer of a total of Eighty Million
(80,000,000) shares of the common stock of Wichita to Axia;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
I. Purchase and Sale. Axia hereby agrees to sell, transfer, assign and
convey to Wichita and Wichita hereby agrees to purchase and acquire
from Axia, Eighteen Million One Hundred Thousand (18,100,000) shares
of the common voting stock of Kearns Development Corporation, a Nevada
corporation.
II. Purchase Price. The aggregate purchase price to be paid by Wichita for
the Eighteen Million One Hundred Thousand shares of stock of Kearns
Eighty Million (80,000,000) shares of common stock in Wichita.
III. Warranties and Representations of Axia. In order to induce Wichita to
enter into the Agreement and to complete the transaction contemplated
hereby, Axia warrants and represents to Wichita that:
A. Organization and Standing. Axia is a corporation duly organized,
validly existing and in good standing under the laws of the State
of its incorporation, is qualified to do business as a foreign
corporation in every other state or jurisdiction in which it
operates to the extent required by the laws of such states and
jurisdictions, and has full Power and authority to carry on its
business as now conducted and to own and operate its assets,
properties and business.
B. Ownership of the Shares. As of the Date hereof, Axia is the sole
owner of the Eighteen Million One Hundred Thousand Shares being
purchased by Wichita pursuant to this Agreement, free and clear
of all liens, encumbrances and restrictions, other then those
imposed due to the fact the shares have not been registered with
the Securities and Exchange Commission and carry a Rule 144
legend.
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C. Taxes. Axia has filed all federal, state and local income or
other tax returns and reports that it is required to file with
all governmental agencies, wherever situate, and has paid or
accrued for payment all taxes as shown on such returns, such that
a failure to file, pay or accrue will not have a material adverse
effect on Axia or the shares of Kearns stock which are the
subject of this Agreement .
D. Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial,
pending or to the knowledge of Axia threatened, against or
affecting Kearns Development Corporation and/or the Kearns
Shares. Axia is not in violation of any material law, ordinance
or regulation of any kind whatever, including, but not limited to
the Securities Act of 1933, (the "33 Act"), the Securities
Exchange Act of 1934, as amended (the "34 Act") the Rules and
Regulations of the U.S. Securities and Exchange Commission
("SEC"), or the Securities Laws and Regulations of any state.
E. Governmental Regulation. The completion of the transactions
contemplated by the Agreement will not, in and of themselves,
violate any governmental law, rule or regulation which would in
any way affect or jeopardize the validity of this Agreement.
F. Ownership of Assets. Axia has good, marketable title, without any
liens or encumbrances of any nature whatever, to the Kearns
shares which are the subject of this Agreement
G. No Misleading Statements or Omissions. Neither the Agreement nor
any financial statement, exhibit, schedule or document attached
hereto, contains any materially misleading statement, or omits
any fact or statement necessary to make the other statements or
facts therein set forth not materially misleading.
H. Validity of the Agreement. All corporate action and other
proceedings required to be taken by Axia in order to enter into
and to carry out the Agreement have been duly and properly taken.
No additional corporate or other action on the part of Axia is
required in connection with this Agreement, or the transaction
contemplated herein. The Agreement has been duly executed by
Axia, and constitutes the valid and binding obligation of Axia,
except to the extent limited by applicable bankruptcy,
reorganization, insolvency, moratorium or other laws relating to
or affecting generally the enforcement of creditors rights. The
execution and delivery of the Agreement and the carrying out of
its purposes will not result in the breach of any of the terms or
conditions of, or constitute a default under or violate Axia's
Certificate of Incorporation or document of undertaking, oral or
written, to which Axia is a party or is bound or may be affected,
nor will such execution, delivery and carrying out violate any
order, writ, injunction, decree, law, rule or regulation of any
court,
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regulatory agency or other governmental body; and the business
now conducted by Axia can continue to be so conducted after
completion of the transaction contemplated hereby.
I. Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid, and
enforceable by Wichita according to their terms, except to the
extent limited by applicable bankruptcy, reorganization,
insolvency, moratorium or other laws relating to or affecting
generally the enforcement of creditors rights and that at the
time of such execution and delivery, Wichita will have acquired
title in and to the Kearns shares free and clear of all claims,
liens and encumbrances.
IV. Warranties and Representations of Wichita. In order to induce
Axia to enter into the Agreement and to complete the transaction
contemplated hereby, Wichita warrants and represents to Axia
that:
A. Organization and Standing. Wichita is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Nevada, is qualified to do business as a foreign
corporation in every other state in which it operates to the
extent required by the laws of such states, and has full power
and authority to carry on its business as now conducted and to
own and operate its assets, properties and business.
B. No Misleading Statements or Omissions. Neither the Agreement nor
any financial statement, exhibit, schedule or document attached
hereto or presented to Axia in connection herewith contains any
materially misleading statement, or omits any fact or statement
necessary to make the other statements of facts therein set forth
not materially misleading.
C. Validity of the Agreement. All corporate action and proceedings
required to be taken by Wichita in order to enter into and to
carry out the Agreement have been duly and properly taken. The
Agreement has been duly executed by Wichita, and constitutes a
valid and binding obligation of Wichita. The execution and
delivery of the Agreement and the carrying out of its purposes
will not result in the breach of any of the terms or conditions
of, or constitute a default under or violate, Wichita's
Certificate of Incorporation or By-Laws, or any agreement, lease,
mortgage, bond, indenture, license or other document or
undertaking, oral or written, to which Wichita is a party or is
bound or may be affected, nor will such execution, delivery and
carrying out violate any order, writ, injunction, decree, law,
rule or regulation of any court regulatory agency or other
governmental body.
D. Enforceability of the Agreement. When duly executed and
delivered, the Agreement and the Exhibits hereto which are
incorporated herein and made a part hereof are legal, valid, and
enforceable by Wichita according to their terms, and that at the
time
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of such execution and delivery, Wichita will have acquired good,
marketable title in and to the Kearns shares acquired herein,
free and clear of all liens and encumbrances.
V. Term. All representations, warranties, covenants and agreements made
herein and in the exhibits attached hereto shall survive the execution
and delivery of the Agreement and payment pursuant thereto.
VI. Conditions Precedent to Closing.
A. The obligations of Wichita under the Agreement shall be and are
subject to fulfillment, prior to or at the Closing of each of the
following conditions:
1. That Axia and its management representations and warranties
contained herein shall be true and correct at the time of
closing date as if such representations and warranties were
made at such time;
2. That Axia and its management shall have performed or
complied with all agreements, terms and conditions required
by the Agreement to be performed or complied with by them
prior to or at the time of Closing;
B. The obligations of Axia under the Agreement shall be and are
subject to fulfillment, prior to, at the Closing or subsequent to
the Closing of each of the following conditions:
1. That Wichita's representations and warranties contained
herein shall be true and correct at the time of Closing as
if such representations and warranties were made at such
time; and
2. That Wichita shall have performed or complied with all
agreements, terms and conditions required by the Agreement
to be performed or complied with by it prior to or at the
time of Closing.
VII. Termination. The Agreement may be terminated at any time before or; at
Closing, by:
A. The mutual agreement of the parties;
B. Any party if:
1. Any provision of the Agreement applicable to a party shall
be materially untrue or fail to be accomplished.
2. Any legal proceeding shall have been instituted or shall be
imminently threatening to delay, restrain or prevent the
consummation of the Agreement.
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Upon termination of the Agreement for any reason, in accordance with the terms
and conditions set forth in this paragraph, each said party shall bear all costs
and expenses as each party has incurred and no party shall be liable to the
other.
VIII. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there
are no other agreements, written or oral, nor may the Agreement be
modified except in writing and executed by all of the parties hereto.
The failure to insist upon strict compliance with any of the terms,
covenants or conditions of the Agreement shall not be deemed a waiver
or relinquishment of such right or Power at any other time or times.
IX. Closing. The Closing of the transactions contemplated by the Agreement
("Closing") shall take place at 1:00 P.M. on October 18,2001. The
Closing shall occur at such place as the parties hereto shall agree
upon. At the Closing, all of the documents and items referred to
herein shall be exchanged.
X. Governing Law. The Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada.
XI. Counterparts. The Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together
shall constitute one and the same binding Agreement, with one
counterpart being delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals
as of the date and year above first written.
Wichita Development Corporation
By: /s/ Edward T. Wells
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Edward T. Wells
Its: CEO
Axia Group, Inc.
By: /s/Richard D. Surber
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Richard D. Surber
Its: President
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