SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
September 15, 2005
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Date of Report
(Date of earliest event reported)
TC X Calibur, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-29139 87-0474017
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4685 South Highland Drive #202
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(801)278-9424
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(Registrant's Telephone Number)
365 Evans Avenue, Suite 302
Toronto, Onatario, Canada M8Z 1K2
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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 5.01 Changes in Control of Registrant
Effective September 15, 2005, the following persons purchased the
following voting securities of our Company, with personal funds (the "Share
Purchase"):
Buyer Seller Shares Purchased Purchase Price
- ----- ------ ---------------- --------------
Jenson Services Inc. Berliner Holdings 377,610 $46,000
Ltd. *
Duane S. Jenson Berliner Holdings 122,450 $15,000
Ltd. *
Travis T. Jenson Berliner Holdings 489,818 $60,000
Ltd. *
Thomas J. Howells Berliner Holdings 234,664 $25,500
Ltd. *
* Owned and controlled by Claus Voellmecke, our former sole director
and executive officer. See Item 5.02
Change of Control.
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Except as indicated herein, there are no other present arrangements or
understandings between these or any other persons that may result in a further
change of control of our Company.
To the knowledge of our management and based upon a review of the stock
ledger maintained by our transfer agent and registrar, the following table
sets forth the beneficial ownership of persons who owned more than five
percent of our common stock prior to the closing of the "Share Purchase," and
the share holdings of the then members of our management, such computations
being based upon the 1,827,680 shares of our common stock that were then
outstanding:
Name Positions Held Shares Owned %
- ---- -------------- ------------- --
Berliner Holdings Ltd. Stockholder 1,428,592 64.536%
181 Carlaw Ave #300
Toronto, ON M4M 2S1 Canada
Jenson Services, Inc. Stockholder 269,088 12.156%
4685 South Highland Dr.
Salt Lake City, UT 84117
Claus Voellmecke* President, Director 130,000 5.873%
181 Carlaw Ave #300 & Stockholder
Toronto, ON M4M 2S1 Canada
TOTAL 1,827,680 85.565%
* Mr. Voellemecke owns and controls Berliner Holdings Ltd.
To the knowledge of our management and based upon a review of the stock
ledger maintained by our transfer agent and registrar, the following table
sets forth the beneficial ownerships of all current directors, executive
officers, and those persons who currently own 5% of our common stock of the
Company. These persons will serve until the next annual meeting of the
stockholders or until their successors are elected or appointed and qualified,
or their prior resignation or termination:
Name Positions Held Shares Owned %
- ---- -------------- ------------ ---
Berliner Holdings Ltd. Stockholder 134,050 6.056%
181 Carlaw Ave #300
Toronto, ON M4M 2S1 Canada
Jenson Services, Inc. Stockholder 545,063 24.623%
4685 South Highland Dr
Salt Lake City, UT 84117
Duane S. Jenson* Stockholder 178,377 8.058%
8842 Highfield Rd
Park City, UT 84098
Travis T. Jenson* President, Director 545,063 24.623%
9103 Jeremy Ranch Rd & Stockholder
Park City, UT 84098
Thomas J. Howells* Secretary/Treasurer 301,814 13.634%
8495 terrace Drive Director &
Sandy, UT 84093 Stockholder
TOTAL 1,704,367 73.994%
* Jenson Services, Inc. , a Utah corporation and consulting firm
("Jenson Services"), is owned by Duane S. Jenson. Travis T. Jenson
is President and Thomas J. Howells is Secretary/Treasurer.
Family Relationships.
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There are the following family relationships between the current
directors and executive officers or 10% stockholders of our Company: Duane S.
Jenson is the father of Travis T. Jenson and the uncle to Harold Jenson; and
Travis T. Jenson is the cousin of Harold Jenson and the son of Duane S.
Jenson.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Election of Directors and Executive Officers.
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Effective on September 15, 2005, by written consent of persons owning a
majority of our outstanding voting securities (new members of Board of
Directors election [See Item 5.01]) and by resolution of the Board of
Directors (new executive officers election), Travis T. Jenson became our
President and a director; Thomas J. Howells became our Secretary/Treasurer and
a director; and Harold Jenson became a director.
The following delineates certain information concerning our newly
elected directors and executive officers:
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
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Travis T. Jenson President & 9/15/05 *
Director
Harold Jenson Director 9/15/05 *
Thomas J. Howells Secretary/Treasurer 9/15/05 *
& Director
* These persons presently serve in the capacities indicated
opposite their respective names.
Term of Office.
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Directors are elected by our stockholders to serve until the next
annual meeting of our stockholders or until their successors have been elected
and have duly qualified. Officers are appointed to serve until the annual
meeting of our Board of Directors following the next annual meeting of our
stockholders and until their successors have been elected and have qualified.
Business Experience.
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The following is a summary of the business experience of each of our
current directors and executive officers:
Travis T. Jenson, Secretary, Treasurer and a director, is 33 years old. Mr.
Jenson graduated with honors from Westminster College in 1995 with a B.S.
Degree. Since January of 1996, Mr. Jenson has worked for Jenson Services; he
is also the Secretary, Treasurer and a director of Autostrada Motors, Inc., a
"reporting issuer" under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
Thomas J. Howells, Secretary and a director, is 33 years of age. Mr. Howells
graduated from Westminster College of Salt Lake City, Utah, with a B.S. Degree
in Business in 1995 and Master of Business Administration in 2004. Mr.
Howells has been an employee of Jenson Services since 1995; he is also the
Secretary, Treasurer and a director of Energroup Technologies Corp., a
"reporting issuer" under the Exchange Act.
Harold Jenson, Vice President and a director is 36 years of age. Mr. Jenson
is currently the owner/operator of HJJ Construction, LLC, and has been for the
past five years. Mr. Jenson graduated from Montana State University, in
Billings, Montana.
Legal Proceedings.
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To the knowledge of our management and during the past 10 years, no
present or former director, person nominated to become a director, executive
officer, promoter or control person of our Company:
(1) Was a general partner or executive officer of any business
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
ii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Transactions.
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Except as indicated below, there have been no transactions between us and
any of these persons during the last two calendar years ended December
31,2004, and 2003, or to the date hereof. On or about October 5,2003,
pursuant to a written compensation agreement with Jenson Services, the
following shares of our common stock were issued to these persons pursuant to
Rule 701 of the Securities and Exchange Commission: Duane S. Jenson, 37,500
shares; Travis T. Jenson, 37,500 shares; and Thomas J. Howells, 37,500 shares.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
TC X Calibur, INC.
Date: 09/15/05 /s/ Travis T. Jenson
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Travis T. Jenson
President and Director