SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
December 8, 2004
----------------
Date of Report
(Date of earliest event reported)
TC X CALIBUR, INC.
------------------
(Exact name of Registrant as specified in its charter)
Nevada 33-29139 87-0474017
-------- -------- ----------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
365 Evans Avenue, Suite 302
Toronto, Ontario, Canada M8Z 1K2
---------------------------------
(Address of Principal Executive Offices)
(416) 465-3530
--------------
(Registrant's Telephone Number)
N/A
---
(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 14-a-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.
Following a Special Meeting of Stockholders of our Company to be
held December 28, 2004, and assuming that a majority of the Company's
stockholders vote in favor of Proposal One as outlined in our Proxy Statement,
a copy of which was attached to our 8-K current Report dated December 8, 2004,
and filed with the Securities and Exchange Commission on December 8, 2004, we
will sell substantially all of our assets by the conveyance of our wholly-
owned subsidiary, Film Opticals Investments Limited, a corporation organized
under the Province of Ontario, Canada, and our film library (the "Sale of
Assets"), to a related party as outlined in the Proxy Statement.
We voluntarily file reports with the Securities and Exchange Commission
under Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and we are not subject to Regulation 14 of the Securities and
Exchange Commission respecting the required filing of proxy or information
statements; however, we are required to file communications with our
stockholders and have filed with our Current Report a copy of our Proxy
Statement that was mailed to our stockholders on December 8, 2004.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Following a Special Meeting of Stockholders of our Company to be
held December 28, 2004, and assuming that a majority of the Company's
stockholders vote in favor of Proposal Two as outlined in our Proxy Statement
mailed to stockholders on December 8, 2004, we will amend our Articles of
Incorporation to change our capitalization to add a class of preferred stock,
and to give our Board of Directors authority to effect recapitalizations
and/or name changes without further stockholder approval. For the complete
language of these amendments, see the Proxy Statement attached to the
Company's 8-K Current Report dated December 8, 2004, and filed with the
Securities and Exchange Commission on December 8, 2004.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) A proforma balance sheet at September 30, 2004, taking into
account the Sale of Assets, is contained in the Proxy Statement.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
20 Proxy Statement*
* Previously filed with the Securities and Exchange Commission as an
exhibit to our 8-K Current Report dated December 8, 2004.
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.
TC X CALIBUR, INC.
Dated: 12/9/04 /s/ Claus Voellmecke
-------- ---------------------
Claus Voellmecke
President and
Director