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
April 29, 2005
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Date of Report
(Date of Earliest Event Reported)
PHILADELPHIA MORTGAGE CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 20-1667449 000-50968
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
2059 E. Royal Harvest Way
Salt Lake City, Utah 84121
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(Address of Principal Executive Offices)
(801)557-9470
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Registrant's Telephone Number
N/A
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(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 1.01 Entry into a Material Definitive Agreement.
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On April 29, 2005, Philadelphia Mortgage Corporation (the "Company",
or "we", "our", "us" or words of similar import) entered into an Agreement and
Plan of Merger (the "Agreement") by and among the Company; Philadelphia
Mortgage Newco, Inc., a Minnesota corporation and a wholly-owned subsidiary of
the Company ("Newco"); and Thunderball Entertainment, Inc., a Minnesota
corporation ("Thunderball").
Pursuant to the Agreement, (i) Newco will merge with and into
Thunderball with Thunderball being the surviving corporation; (ii) certain
stockholders of the Company will cancel 83,334 shares of the Company's
outstanding common stock; (iii) Jenson Services, Inc., a financial consultant
of the Company, will be paid $175,000 for providing a Letter of
Indemnification regarding the payment and personal indemnification of the
Company from and against any and all past liabilities of the Company existing
prior to the closing of the Agreement, and will return 50,000 shares of the
Company's common stock to the Company for cancellation; (iv) prior to the
closing of the Agreement, the Company will issue 459,141 shares of its common
stock that are "restricted securities" in consideration of payment of certain
expenses related to the closing of the Agreement, resulting in pre-closing
capitalization of approximately 600,000 shares; and (v) all of the shares of
Thunderball issued and outstanding immediately prior to the closing of the
Agreement will be converted into the right to receive an aggregate of
8,000,000 shares of common stock of the Company.
Following the closing of the Agreement, there will be approximately
8,600,000 shares of the Company issued and outstanding, and the shareholders
of Thunderball will hold approximately 93% of our outstanding shares of common
stock.
As of the date of the Agreement and currently, there were no
material relationships between us or any of our affiliates and Thunderball,
other than in respect of the Agreement.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit Description
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2 Agreement and Plan of Merger
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.
PHILADELPHIA MORTGAGE CORPORATION
Date: 05/05/05 /s/ Quinton Hamilton
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Quinton Hamilton
President