UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2002
Wireless Synergies, Inc.
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(Exact name of registrant specified in charter)
Nevada 000-32229 76-0616474
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(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
2001 Potomac
Houston, Texas 77057
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(Address of principal executive offices) (Zip Code)
(713) 785-6809
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
This Amendment No. 3 on Form 8-K/A amends the Current Report on Form
8-K/A, Amendment No. 2, dated March 13, 2002 (the "Current Report"), of
Wireless Synergies, Inc., a Nevada corporation ("Wireless"), filed with the
Securities and Exchange Commission on March 20, 2002.
ITEM 5. OTHER EVENTS.
The parties to that certain Amended and Restated Agreement and Plan of
Merger among Wireless Synergies, Inc. ("Wireless"), 2KSounds Merger Co., Inc.,
2KSounds, Inc. ("2KSounds") and certain stockholders of 2KSounds, dated March
13, 2002 (the "Merger Agreement"), acknowledge that the 10-for-1 forward stock
split of Wireless common stock currently provided for in Section 7.02(a)(iii) of
the Merger Agreement was inadvertently not corrected when the Merger Agreement
was amended on March 13, 2002, and that the 20-for-1 forward stock split set
forth in that certain press release issued by Wireless on March 15, 2002 sets
forth the true intentions of the parties to the Merger Agreement. Accordingly,
the parties to the Merger Agreement entered into an amendment on March 21, 2002
to correct such error and to reflect the true intentions of the parties thereto.
No other terms of the Merger Agreement were amended. A copy of the
amendment to the Merger Agreement is attached to this Current Report as
Exhibit 2.1 and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND Exhibits.
(a): Not Applicable
(b): Not Applicable
(c): Exhibits:
2.1 Amendment to Amended and Restated Agreement and Plan of Merger
dated March 21, 2002, among Wireless Synergies, Inc., 2KSounds
Merger Co., Inc., 2KSounds, Inc., and certain stockholders of
2KSounds, Inc.
99.1 Press Release of Wireless Synergies, Inc., dated March 15, 2002
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.
Wireless Synergies, Inc.
By: /s/ Benjamin Hansel
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Benjamin Hansel
President
Dated: March 21, 2002
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Exhibit Index
2.1 Amendment to Amended and Restated Agreement and Plan of Merger
dated March 21, 2002, among Wireless Synergies, Inc., 2KSounds
Merger Co., Inc., 2KSounds, Inc., and certain stockholders of
2KSounds, Inc.
99.1 Press Release of Wireless Synergies, Inc., dated March 15, 2002