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.
November 24, 2003
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Date of Report (Date of earliest event reported)
VIKING SYSTEMS, INC.
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(Name of Small Business Issuer as specified in its charter)
Nevada 86-0913802
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization identification No.)
SEC File Number 000-49636
7514 Girard Ave, Suite 1509, La Jolla, CA 92037
(Address of principal executive offices)
Registrant's telephone no., including area code: (858) 456-6608
2501 Dunlap Avenue, Suite 102
Phoenix, AZ
Telephone (602) 678-5544
and
4131 North 24th Street, Suite C-202
Phoenix, AZ 85016
Telephone (602) 288-7247
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(Former name or former address, if changed since last report)
Item 1. Changes in Control
Viking Systems, Inc. ("Viking") (OTC Pink Sheets VKSY), has (i) changed its
business plan, (ii) appointed new management; and (iii) issued shares of its
common stock in such an amount as to change voting control of Viking.
New Business Plan
Viking's previous business operations have been limited and have not
resulted in (i) significant revenues, (ii) the accumulation of a significant
dollar amount of assets, or (iii) in earnings. Because of a lack of funds,
Viking has been unable to fund the costs of complying with its filing
requirements under Section 13 of the Securities Exchange Act of 1934, as
amended. In November 2003, Viking's Board of Directors considered a proposal
from a third party relating to a change of Viking's business plan and an
infusion of capital. Viking's Board of Directors has adopted a new business plan
which is to engage in the medical device market. Our plan is to complete a
series of acquisitions in the medical device market focused on companies with
vision, optics, laser, sensor and other technology.
Change of Management
Effective December 2, 2003, Viking appointed the following persons as
officers and directors of Viking:
Thomas B. Marsh President/CEO/Secretary/Chairman of the
Board of Directors
Dennis Blomquist* Chief Financial Officer/Director
Mark A. Scharmann Director
Mr. Blomquist was President and a Director of Viking prior to transaction
described in this Form 8-K. Information about Mr. Marsh and Mr. Scharmann is as
follows:
Thomas B. Marsh. Mr. Marsh, age 49, was appointed President and Director of
Viking in November 2003. He has also served as secretary, treasurer and a
director of PurchaseSoft, Inc. since August 5th, 2002. Mr. Marsh is a Partner
and co-founder of Marsh+Flagg. Marsh+Flagg is a merger and acquisition advisory
firm with offices in La Jolla & Newport Beach, California and Stuttgart Germany.
Prior to PurchaseSoft and Marsh+Flagg, Marsh was COO at Co-Mack Technology, CEO
of Emark Corporation and President of Spectrum Companies International. Marsh
attended Williams College with a major in economics.
Mark A. Scharmann. Mr. Scharmann has been a private investor and business
consultant since 1981. Mr. Scharmann became involved in the consulting business
following his compilation and editing in 1980 of a publication called Digest of
Stocks Listed on the Intermountain Stock Exchange. In 1981 he compiled and
edited an 800 page publication called the OTC Penny Stock Digest. Mr. Scharmann
has rendered consulting services to public and private companies regarding
reverse acquisition transactions and other matters. Mr. Scharmann was vice
president of OTC Communications, Inc. from March 1984 to January 1987. From 1982
to 1996, he was the president of Royal Oak Resources Corporation. In 1996, Royal
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Oak Resources completed an acquisition and in connection therewith changed its
name to Hitcom Corporation. Mr. Scharmann was the President of Norvex, Inc., a
blank check company which completed an acquisition and in connection therewith,
changed its name to Capital Title. Mr. Scharmann is a promoter of Nightingale,
Inc., a publicly-held blank check company. He has also been an officer and
director of several other blank check companies. Mr. Scharmann is a director of
Millennium Electronics, Inc.
Change of Voting Control
Prior to November 24, 2003, there were 2,528,500 shares of Viking common
stock issued and outstanding. On November 24, 2003, Viking entered into Stock
Purchase Agreements with Donald E. Tucker and Troika Capital Investment.
Pursuant to the Stock Purchase Agreement with Mr. Tucker, Viking sold 3,200,000
shares of our common stock to Mr. Tucker for $64,000 or $.02 per share. Pursuant
to the Stock Purchase Agreement with Troika Capital Investment, Viking sold
250,000 shares of our common stock to Troika Capital for $5,000 or $.02 per
share.
As of December 16, 2003, and assuming the issuance of the shares pursuant
to the Stock Purchase Agreements there described herein, there were 5,978,500
shares of Viking issued or committed for issuance. Mr. Tucker owns 3,200,000 or
53.5 per cent of the shares issued or committed to. Troika Capital Investments
is an affiliate of Mark A, Scharmann. Troika Capital Investments and its
affiliates owns 530,000 or 8.9 per cent of the shares issued or committed to.
We will allocate the funds received from purchase of shares pursuant to the
Stock Purchase Agreements to the (i) payment of legal and accounting fees
related to bringing our SEC filings current; and (ii) working capital
Item 5. Other Events and Regulation FD Disclosure
See Item 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: December 15, 2003 VIKING SYSTEMS, INC.
By /s/ Thomas B. Marsh
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Thomas B. Marsh,
President/Chairman of the Board
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