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) June 2, 2004
XDogs, Inc.
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(Exact name of registrant as specified in its charter)
NEVADA 1-12850 84-1168832
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
126 North Third Street, Suite 407
Minneapolis, Minnesota 55401
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(Address of principal executive offices)
Registrant's telephone number, including area code (612) 359-9020
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(Former name or former address, if changed since last report)
Item 5. Other Events
On June 1, 2004 we signed a non-binding Letter of Intent to acquire the business
and operations of LMP, a Los Angeles, CA based financier and distributor of
theatrical motion pictures and television programming in both traditional and
new media formats on a world-wide basis
XDOGS (or a newly formed subsidiary of XDOGS formed for the purpose of the
Transaction also referred to herein as XDOGS) will issue and deliver to LMP
shares of its duly authorized common stock free and clear of all liens, claims
and encumbrances in exchange for either (a) all of the issued and outstanding
capital stock of LMP (the "LMP Stock"), or (b) all of the assets (whether
tangible or intangible) necessary for, used in or useful to LMP's operations
(the "LMP Assets"). Upon closing of the Transaction, XDOGS would acquire the LMP
Stock or the LMP Assets free and clear of all claims, liens or encumbrances of
any kind except for those liabilities of LMP which, after completion of due
diligence, XDOGS expressly agrees to assume (the "Assumed Liabilities"). LMP, or
its stockholders as the case may be, would remain responsible for all other
liabilities. XDOGS and LMP contemplate a one for one share exchange, with LMP
shareholders receiving seventy-three percent (73%) of the new entity.
Item 7. Exhibits
10.2 Letter of Intent dated June 1, 2004 between Legion Media Partners, Inc.,
(LMP) and XDOGS, Inc.
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
XDOGS, INC.
By: /s/ Kent A. Rodriguez
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Kent A. Rodriguez
President and
Chief Executive Officer