UNITED STATES
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) January 3, 2005
ORBIT E-COMMERCE, INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-03323
Nevada 91-1978600
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
14845 Yonge Street
Aurora, Ontario, Canada L4G 6H8
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (416) 850-7134
Not applicable
(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 (see General
Instruction A.2. below):
[ ] 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))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Item 3.02 Unregistered Sales of Equity Securities.
Item 5.01 Changes in Control of Registrant.
On January 3, 2005 (the Closing Date"), Orbit E-Commerce,
Inc. (the "Company") completed the transactions contemplated by
the previously reported Asset Acquisition Agreement (the "PureNet
Agreement") entered into on December 28, 2004 with PureNet.TV
Canada Inc., an Ontario corporation ("PureNet"), whereby the
Company acquired on the Closing Date all of PureNet's assets in
connection with its Internet Protocol TV ("IPTV") business. IPTV
enables a wide range of television programming, low-cost video-
conferencing, video-on-demand and other services all in digital
broadcast quality levels. With IPTV, video services are
delivered directly to subscribers' television sets over DSL
networks. The acquisition of PureNet's assets included all
technical schematics covering a patented IPTV video/internet
system, implementation capabilities, strategic partnerships with
major equipment and video content suppliers, software developers,
product and services.
Pursuant to the terms of the PureNet Agreement, the Company
acquired the assets in exchange for 15,000,000 newly issued
restricted shares of common stock. Douglas C. Lloyd, the
Company's President, Chief Executive Officer and director, is the
President, a director and shareholder of PureNet. Such shares
were issued in reliance upon the exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as
amended, for "transactions by the issuer not involving any public
offering".
The following table sets forth certain information (after
giving effect to the issuance of the shares on the Closing Date)
with regard to the record and beneficial ownership of the
Company's Common Stock by (i) each stockholder owning of record
or beneficially 5% or more of the Company's Common Stock, (ii)
each director of the Company, (iii) the Company's Chief Executive
Officer and other executive officers, if any, of the Company
whose annual base salary and bonus compensation was in excess of
$100,000 (the "named executive officers"), and (iv) all executive
officers and directors of the Company as a group:
Amount and Nature of Percent
Name Beneficial Ownership of Class
PureNet.TV Canada Inc. 15,000,000 41.0%
Douglas C. Lloyd(1)* 15,300,000 41.8%
Orbit Reorganization
Facilitator Inc. 3,255,000 8.9%
All Executive Officers
and Directors as a Group 15,300,000 49.9%
_______________________
* Indicates a Director of the Company. His address is 14845
Yonge Street, Aurora, Ontario, Canada L4G 6H8.
(1) Includes 15,000,000 shares owned by PureNet.TV Canada Inc.
which shares Mr. Lloyd may be deemed to beneficially own.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
(b) Pro Forma Financial Information.
The financial statements required by (a) and (b) of
this Item 9.01 will be filed by an amendment to this Form 8-K on
or before March 19, 2005.
(c) Exhibits:
10.1 Asset Acquisition between Orbit E-Commerce, Inc. and
PureNet.TV Canada Inc. dated as of December 28, 2004(1)
99.1 Press Release dated January 3, 2005
____________________
(1) Filed as an exhibit to the Company's Current Report of Form
8-K dated December 28, 2004, and incorporated by reference
herein.
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.
ORBIT E-COMMERCE, INC.
(Registrant)
Dated: January 6, 2005 By: /s/ Douglas C. Lloyd
Name: Douglas C. Lloyd
Title: President and Chief
Executive Officer