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 Report (Date Earliest Event Reported): June 30, 2004
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NEW MEDIA LOTTERY SERVICES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Virginia 000-49884 87-0705063
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(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization Number) File Number) Identification No.)
1400 Technology Drive, Harrisonburg, VA 22802
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (540) 437-1688
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Residential Resales, Inc.
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure
On June 30, 2004, Residential Resales, Inc., a Florida corporation
("RRI"), merged with and into New Media Lottery Services, Inc. a Virginia
corporation (the "Company"). The merger of RRI into the Company ("Merger") was
consummated in accordance with the provisions of an Agreement and Plan of Merger
("Merger Agreement") between the parties, as filed with and described in a
Definitive Information Statement on Schedule 14C filed with the Securities and
Exchange Commission on June 9, 2004. The Merger was approved by the written
consent of the holders of a majority of RRI's outstanding shares of common stock
and all of the Company's outstanding shares of common stock on June 11, 2004.
As provided in the Merger Agreement, on the effective date of the Merger:
o each share of RRI common stock outstanding on the date of the Merger
automatically was changed and converted into one fully paid and
nonassessable, issued and outstanding share of common stock of the
Company;
o RRI ceased to exist;
o the Company continues to operate the business of RRI under the name
"New Media Lottery Services, Inc.";
o the Company has the same address and telephone number as RRI; and
o the Company assumed RRI's reporting requirements under the
Securities Exchange Act of 1934, as amended.
On July 1, 2004, Nathan Miller resigned as the President and director
of the Company and Nancy Bowman resigned as the Secretary and a director of the
Company. Also on July 1, 2004, the Board of Directors appointed John Carson, a
director of Lottery Network Services, Ltd., the Company's Irish subsidiary
("LNS"), to serve as the Chief Executive Officer and a director, and Randolph
Brownell, III, currently the Company's Vice President and a director of LNS, to
serve as the Chief Operating Officer and director of the Company. A description
of each of Mr. Carson's and Mr. Brownell's business experience is set forth in
the Company's Current Report on Form 8-K as filed with the Securities and
Exchange Commission on April 2, 2004.
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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.
NEW MEDIA LOTTERY SERVICES, INC.
Dated: July 12, 2004
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By: /s/ John Carson
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John Carson, President
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