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 of Earliest Event Reported) July 12, 2002
Commission File Number
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SOLDNET INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 03-0390855
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2035 28th Street SE
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Grand Rapids, MI 49508
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(Address of principal executive offices)
(800) 726-4638
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(Registrant's Executive Office Telephone Number)
ITEM 1. CHANGES IN CONTROL
On November 19, 2002, SOLDNET INC., (the"Company") consummated an
Agreement and Plan of Reorganization (the "Agreement") with Artfest, Inc.,
("Artfest") a Delaware Corporation. Pursuant to the terms and conditions of the
Agreement, Artfest was issued 19,685,000 shares of restricted Company common
stock in exchange for 19,685,000 common shares of Artfest pursuant to a certain
Agreement and Plan of Reorganization. The 19,685,000 common shares represent 80%
of the issued and outstanding common shares of Artfest. Artfest provides sales,
marketing, financial and e-commerce systems to the industries of Arts, Antiques,
Collectibles and Luxury Goods. The markets are serviced by artists, dealers,
galleries, and manufacturers of reproductions and luxury goods.
Artfest has identified a niche market to provide a group of highly
integrated opportunities to the established network of dealers and artisans.
Artfest is targeting the mid-market where items are exchanged with values
averaging in excess of $1,000. Other companies operating in that environment
such as Ebay have been successful in implementing a flea-market approach and
have developed the markets with an average sale in the $35.00 range.
Artfest is comprised of four divisions: The Artfest Festival Division,
The Artfest Merchant Services Division, The Artfest Internet Division, and The
Artfest Gallery Division.
In accordance with the terms and conditions of the Agreement the
following Artfest shareholders tendered their certificates representing
19,685,000 common shares of Artfest, in exchange for 19,685,000 shares of
Soldnet, Inc..
Name Number of Shares
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Dr. Larry Ditto 1,000,000
Dr. Scott Hodges 500,000
Atlas Property Services, LLC 2,750,000
Joseph Walsh Sr. 10,000,000
Joseph Walsh Jr. 250,000
Conrad Selle 100,000
Kevin Wright 1,100,000
Greg and Jeanine Olescuk 20,000
Todd Harrison 150,000
Keith Barmen 15,000
Scott Sheehan 10,000
Gerry Harstine 450,000
Carlos Seise 100,000
Valerie Neblett 500,000
Jean Pierre Dutry 500,000
Dan Pfeiffer 150,000
Mike Beroset 100,000
Vicky Leung 100,000
Michael Gindi 500,000
Ron Bogner 100,000
Linda Spagnoli 100,000
Tony Gibson 200,000
Mary Koewers 50,000
Kathleen Walsh 10,000
Michael Walsh 10,000
David Knibbe 15,000
Ray Smith 50,000
Roger Bergman 100,000
Scott Dyke 100,000
Bruce Diephouse 250,000
Dr. David MaCrae 250,000
Karen Wright 25,000
Gerry Witherell 25,000
Alfredo Moreno 50,000
Juan Carlos 50,000
Stefano Levant 5,000
Pursuant to the Agreement, in consideration of the covenants,
representations and warranties set forth in the Agreement and Plan of
Reorganization by Soldnet, Judith M. Stahl resigned as officer and director of
the Company and Joseph Walsh, Roger Bergman, and Scott Dyk, were appointed as
directors to fill the vacancies left by her resignation. Mr. Walsh was also
appointed as President, Chairman, and Secretary of the Company.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
See Item 1 above.
ITEM 6. RESIGNATION OF DIRECTORS
The Company has accepted the resignations of Judith Stahl from the
Company's board of directors and any other positions held within the Company.
She did not deliver a resignation letter to the Company. To the Company's
knowledge, she has not reported any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
The vacancy on the board of directors created by the resignation of
Judith Stahl was filled by Joseph Walsh, Roger Bergman, and Scott Dyk, in
accordance with the Company's bylaws and the laws of the state of Delaware.
The board of directors appointed Joseph Walsh to serve as the
President, Chairman, and Secretary of the Company.
ITEM 7. FINANCIAL INFORMATION AND EXHIBITS
Financial Statements
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No financial statements are filed herewith. The Company shall file
financial statements by amendment hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.
Exhibits
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2.1 Agreement and Plan of Reorganization between Soldnet Inc., and
Artfest Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
SOLDNET INC.
Date: November 19, 2002 By: /s/ Joseph Walsh
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Joseph Walsh, President