SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 18, 2004
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Single Source Financial Services Corporation
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(Exact Name of Registrant as Specified in its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
000-33229 16-1576984
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(Commission File Number) (I.R.S. Employer Identification No.)
1161 James Street, Hattiesburg, MS 08876
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(Address of Principal Executive Offices) (Zip Code)
(601) 582-4000)
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(Registrant's Telephone Number, Including Area Code)
1242 Playa Court, Culver City, CA 90230
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 59
ITEM #1- CHANGE IN CONTROL OF REGISTRANT
1. The names of the persons who acquired control of the issuer are:
Environmental Services of Mississippi, LLC
Sterling Sound LLC
Bio Solutions International, Inc.
Krish V. Reddy, Ph.D.
Joe H. Ashley
2. The amount and the source of consideration used by such persons:
The persons listed in Item 1.1 were shareholders of Bio-Solutions
Manufacturing, Inc. ("BSM"). The BSM common shares owned by all BSM
shareholders were exchanged for a like number of shares of the
Registrant's common stock pursuant to the terms of a Reorganization
and Stock Purchase Agreement.
3. The basis of control:
The BSM shareholders, in their entirety, acquired 92.2% of the issued
and outstanding shares of the common stock of the Issuer.
4. The date and a description of the transaction:
a. The date of the transaction: March 18, 2004
b. Description of the transaction: Under the terms of the Reorganization
and Stock Purchase Agreement, a copy of which is attached hereto, the
Registrant issued 12,645,000 shares of its common stock to the BSM
shareholders in exchange for all of the issued and outstanding shares
of BSM. The persons listed in Item 1.1 own directly and indirectly
11,620,000 shares of the Registrant's common stock of the Issuer.
5. The percentage of voting securities of the Registrant now beneficially
owned directly and indirectly by the persons who acquired control:
The persons listed in Item 1.1 own directly and indirectly 85.2% of
the voting securities of the Registrant. The BSM shareholders, in
their entirety, own directly and indirectly 95.2% of the voting
securities if the Registrant.
6. Control was assumed from the following persons: Brandon Becker
Kendra Becker Pamela Becker MBBRAMER, Inc.
Arlene Rosenblatt
Julie Rosenblatt
Arnold F. Sock
Leona Sock
Michael Sock
Harry L. Wilson
B.A.A.M.S., Inc.
Baki Arbia
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ITEM #2- ACQUISITION OR DISPOSITION OF ASSETS
As a result of the Reorganization and Stock Purchase Agreement, BSM
became a wholly owned subsidiary of the Registrant. Pro-forma
financial statements which reflect the combined assets and operations
of the Registrant and its wholly owned subsidiary will be filed within
sixty (60) days.
ITEM #3 - BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM #4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM #5 - OTHER EVENTS
Not Applicable.
ITEM #6 - RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS
The former directors and officers of the Registrant resigned as part
of the change in control described in Item 1. The following have been
elected directors and officers of the Registrant
Krish V. Reddy, Ph.D. President, Chief Executive Officer, Director
Joe H. Ashley Secretary, Treasurer, Director
Patricia Spreitzer Director
ITEM #7 - FINANCIAL STATEMENTS AND EXHIBITS
(99) Additional Exhibits - Reorganization and Stock
Purchase Agreement
ITEM #8 - CHANGE IN FISCAL YEAR
Not Applicable
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.
Single Source Financial .Services Corp.
(Registrant)
Date March 31, 2004 By /s/ Krish V. Reddy
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Krish V. Reddy, Ph.D.,
President
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EXHIBITS
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99 Reorganization and Stock Purchase Agreement
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