- --------------------------------------------------------------------------------
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) DECEMBER 10, 2003
--------
PROCOREGROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-25416 33-0563989
- --------------------- -------------
(Commission File Number) (IRS Employer Identification No.)
2250 Warrensville Center Road, University Heights Ohio 44118
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 370-9654-
---------
Item 5. Other Events.
- ---------------------------
The purpose of this Form 8-K is to provide further information on the
Registrant's business.
Information included in this report includes forward looking statements,
which can be identified by the use of forward-looking terminology such as may,
will, expect, anticipate, believe, estimate, or continue, or the negative
thereof or other variations thereon or comparable terminology. The statements in
"Risk Factors" and other statements and disclaimers in this report constitute
cautionary statements identifying important factors, including risks and
uncertainties, relating to the forward-looking statements that could cause
actual results to differ materially from those reflected in the forward-looking
statements.
We are a development stage company as that term is defined in paragraphs 8
and 9 of SFAS No. 7. This means, among other things, that we have not obtained a
dependable permanent revenue base. Our activities to date are limited to seeking
an acquisition.
The Company was incorporated in California on August 15, 1983, under the
name of Tahoe Lake Concessions, Inc. The Company remained dormant until 1993. On
June 21, 1993, the Company's shareholders approved a name change to BAOA, Inc.
From 1993 through 1997, BAOA was engaged in the development, marketing, and
sales of an educational and entertainment board game, the marketing of an
affinity credit card, the licensing of a trademark logo, Black Americans of
Achievement, and the development of a television game show. During 1997, BAOA
redirected its efforts to the operation of telemarketing call centers located in
federally designated empowerment zones throughout the United States. In 2000,
BAOA refined its business plan to include worldwide call center business
locations. BAOA opened, and has derived revenue from, its initial call center
domiciled in Montego Bay, Jamaica, during the second quarter of 2000. In
anticipation of opening call centers in Atlanta and New York, BAOA incorporated
two wholly-owned subsidiaries: Call Atlanta, Inc., which was incorporated in
January 1998 in the State of Georgia to operate the Company's telemarketing call
center operations located in the Atlanta, Georgia designated empowerment zone,
and Call Harlem, Inc., which was incorporated in September 1998 in the State of
Delaware to operate BAOA's telemarketing call center operations located in the
New York City designated empowerment zone. Both of these entities are currently
inactive.
In October 2000, BAOA changed it named to Call-Solutions, Inc. During the
fourth quarter of 2002, Call-Solutions, Inc. moved its operations to Detroit,
Michigan. Call-Solutions, Inc. principal offices are currently located in
University Heights, Ohio.
The Company's' current business plan is to seek to acquire a business
opportunity through completion of acquisitions, mergers, exchange of stock, or
other similar type of transaction. The company will have the right to issue
additional shares without shareholder
2
approval, since the number of authorized common shares is seven hundred fifty
million (750,000,000) shares. Shareholders should be advised that the issuance
of additional shares may dilute the value of existing shares held or retained.
Increasing the number of authorized shares will give the company's management
the ability to issue additional shares to prevent being taken over.
There are be 1,072,314 shares of common stock outstanding. The aggregate
shares which may be voted, after giving effect to conversion of outstanding
shares of convertible preferred stock, is 6,609,945 shares.
PRINCIPAL SHARE OWNERSHIP
The following table sets forth the stock ownership of each executive officer and
director, and all executive officers and directors as a group, and of each
person known by Call-Solutions, Inc. to be a beneficial owner of 5% or more of
its Common Stock.
Number of Shares of Common
Name and Address Stock Beneficially Owned Percent of Class
- ------------------------------- --------------------------- -----------------
Dr. Bashiruddin Usama 3,289,474(1) 50%
2250 Warrensville Center Road
University Heights, Ohio 44118
Dr. Robert Gilmore 1,210,526(2) 18%
2250 Warrensville Center
Road
University Heights, Ohio
44118
Dr. Charles W. Harper 1,210,526(3) 18%
2250 Warrensville Center
Road
University Heights, Ohio
44118
Dr. Frederick Harris 781,579(4) 12%
2250 Warrensville Center
Road
University Heights, Ohio
44118
3
All officers and directors (2) 4,500,000(1)(3) 68%
persons)
<FN>
(1) Dr. Usama beneficially owns 500 shares of Convertible Preferred Stock. Each
convertible share is valued at $1,000, and each share is convertible upon demand
into common stock at $.152 per share. Dr. Usama has the sole power to vote the
500 shares of convertible preferred stock as if the preferred stock was
converted.
(2) Dr. Gilmore beneficially owns 460 shares of Convertible Preferred Stock.
Each convertible share is valued at $1,000, and each share is convertible upon
demand into common stock at $.38 per share. Dr. Gilmore has the sole power to
vote the 460 shares of convertible preferred stock as if the preferred stock was
converted.
(3) Dr. Harper beneficially owns 460 shares of Convertible Preferred Stock.
Each convertible share is valued at $1,000, and each share is convertible upon
demand to into common stock at $.38 per share. Dr. Harper has the sole power to
vote the 460 shares of convertible preferred stock as if the preferred stock was
converted.
(4) Dr. Harris beneficially owns 297 shares of Convertible Preferred Stock.
Each convertible share is valued at $1,000, and each share is convertible upon
demand into common stock at $.38 per share. Dr. Harris has the sole power to
vote the 297 shares of convertible preferred stock as if the preferred stock was
converted.
DIRECTORS AND EXECUTIVE OFFICERS
NAME AGE POSITION
Dr. Bashiruddin Usama 71 President, CEO, Secretary and a director
Dr. Charles W. Harper 47 Treasurer and a director
Biographical Information
- -------------------------
DR. BASHIRUDDIN USAMA. Dr. Bashiruddin Usama has been President and a
Director of the Company since June 2003. He has a Specialty in Oral and
Maxillofacial Surgery and has practiced in Cleveland Heights, Ohio, from 1974 to
the present. In 1959 he
4
obtained a Bachelor of Science Degree from Howard University, College of Liberal
Arts, Washington, D.C. In 1963 he received a Doctor of Dental Surgery from
Howard University, College of Dentistry, Washington, D.C. From 1971 to 1974, he
completed his residency in Oral and Maxillofacial Surgery at Howard University
Hospital and Veterans Administration Hospital in Washington, D.C. From 1993 to
1994, Dr. Usama was the state President of the Ohio Association of African
American Business Owners, Inc. On November 5, 2002, he was appointed a Member of
the Board of Directors of Call-Solutions, Inc. Dr. Usamas past business
affiliations include President and CEO of Traders Group, Inc., a producer and
distributor of International Food Supplements and skin care products, and
Managing Partner of B.W.I. Properties, a real estate investment partnership.
DR. CHARLES W. HARPER. Dr. Charles W. Harper has been Treasurer and a
director since June 2003. He graduated with a B.A. in Chemistry from Fisk
University in 1978, and received a Doctorate Of Dental Surgery Degree from
Meharry Medical College in 1982. From 1987 to 1990, Dr. Harper was a Medical
Fellow at Cleveland Clinic Foundation in Cleveland, Ohio. From 1998 to 2000, he
was a resident in Prosthodontics in Oral Implantology at Ohio State University.
Dr. Harper graduated from The New York Maxicourse in Oral Implantology in June
2003. He is currently a Fellow of the International Congress of Implantology.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
No officer or director has received any remuneration or compensation from
the Company. The Company currently has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees.
5
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 thereunto duly authorized.
Dated: December 10, 2003 PROCOREGROUP, INC.
By: /s/ Dr. Bashruddin Usama
----------------------------------
Dr. Bashruddin Usama
President
6