SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
Securities Exchange Act of 1934
Date of Report March 9, 2001
Commission file number 333-88139
Sea Shell Galleries, Inc.
(Exact name of Registrant as specified in its charter)
Nevada 91-1985634
(State of Incorporation) (IRS Identification No.)
225 Oser Drive
Hauppague, NY 11788
(631) 851 7000
(Registrant's address, including zip code and telephone number)
Item 1 and 2. Changes in Control of Registrant/Acquisition or Disposition of
Assets
A. Transaction
Effective March 1, 2001, Sea Shell Galleries, Inc. (the "Registrant")
acquired approximately 85% of the shares of outstanding common stock of Cyfit
Wellness Solutions, Inc., a Delaware corporation ("Cyfit") pursuant to a Share
Exchange Agreement dated February 23, 2001 among the Registrant, Cyfit and
holders of over 85% of the common stock of Cyfit ( the "Agreement"). The
transactions contemplated by the Agreement were intended to be a tax-free
exchange pursuant to Section 368 of the Internal Revenue Code of 1986. As a
result of the share exchanges pursuant to the Agreement, the Registrant issued
17,930,550 shares of its common stock in exchange for a like amount of shares of
Cyfit surrendered by Cyfit shareholders. Prior to the closing, and as a
condition thereto, 11,950,000 shares of common stock of the Registrant were
returned to the Registrant for cancellation, which reduced the number of
outstanding shares to 2,700,000. In addition, all of the Registrant's Class A
and Class B warrants were cancelled. Thus, as of March 1, 2001, there were
20,630,550 shares of common stock of the Registrant outstanding. Management
believes that most, if not all of the remaining shareholders of Cyfit will
exchange their shares, for shares of the Registrant in the near future. If all
the remaining outstanding shares of Cyfit are exchanged by their holders, an
additional 2,469,450 shares will be issued by the Registrant in exchange
therefor.
The Agreement contemplates that the holders of the Registrant's Class C
warrants to acquire 2,610,000 shares of the Registrant's common stock can
continue to exercise such warrants at $4.00 per share. In addition, there are
holders of warrants to acquire 550,000 shares and 10,000 shares of Cyfit's
common stock exercisable at $0.10 and $0.50 respectively. In accordance with the
Agreement, holders of Cyfit's warrants will have the right to acquire the
Registrant's shares in lieu of Cyfit shares, according to the same terms and
conditions.
B. Change of Management
In connection with the closing, the officers and directors of the
Registrant resigned from their positions. The following named persons, who are
also officers and/or directors of Cyfit, were elected to the positions
indicated:
Eugene Fernandez Director and President
Richard Kephart Director
John Como Director and Secretary
C. Description of Business
Cyfit, whose offices are located in Hauppague, New York, is a company which
is developing an interactive, subscription-based, wellness business focused on
enhancing and improving its members' wellness, lifestyle and fitness. Cyfit
seeks to provide its members via the internet, "real time"one-on-one counseling,
individualized in-depth assessments, performance and health portfolio tracking,
discounted e-commerce, on-demand streaming video (created by Cyfit) and links to
health and fitness content. Cyfit intends to offer a service that is interactive
across diverse service levels within multiple areas of the health industry.
The documents attached as exhibits to this report on Form 8-K, are
incorporated by reference into this Item which is modified by the full text of
those documents.
Item 5. The Registrant has moved its principal executive offices to 225 Oser
Avenue, Hauppague, New York, 11788.
Item 7. Financial Statement and Exhibits
(a) Financial Statements of Business Acquired*
(b) Pro Forma Financial Information*
(c) Exhibits*
2.1 Share Exchange Agreement dated February 23, 2001 among
Registrant, Cyfit certain shareholders of Cyfit.
17.1 Resignation of the officers and directors of the
Registrant and election of new directors.
*to be filed by amendment as soon as practicable
SIGNATURES
SEA SHELL GALLERIES, INC.
March 15, 2001 by: /s/ Eugene Fernandez
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Eugene Fernandez
President