SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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): June 18, 2004 (June 14, 2004)
CI SELL CARS INC.
-----------------
(Exact name of registrant as specified in its charter)
Texas 333-106637
- ---------------------------- ------------------------
(State or other jurisdiction (Commission File Number)
of incorporation)
16-1644353
-------------------------------------------------
(IRS Employer Identification Number)
309A East Main, Tomball, Texas 77375
------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
281-255-6256
Statements in this filing about anticipated or expected future revenue or growth
or expressions of future goals or objectives, including statements regarding
whether current plans to grow and strengthen the company's existing network will
be implemented or accomplished, are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All
forward-looking statements in this filing are based upon information available
to the Company on the date of this release. Any forward-looking statements
involve risks and uncertainties, including the risk that the Company will be
unable to grow or strengthen its business due to a lack of capital, as well as
those risks and uncertainties described in the Company's other filings with the
Securities and Exchange Commission, that could cause actual events or results to
differ materially from the events or results described in the forward-looking
statements, whether as a result of new information, future events or otherwise.
Readers are cautioned not to place undue reliance on these forward-looking
statements.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On June 14, 2004, the closing was completed of that certain Agreement and Plan
of Reorganization ("Definitive Stock Exchange Agreement") with Strategy Holding
Company Limited ("Strategy"), Frank Ney and Kavrav Ltd. (collectively the
"Sellers"). Pursuant to the Definitive Stock Exchange Agreement, Strategy became
a wholly owned subsidiary of CI Sell Cars, Inc. (the "Company").
The Definitive Stock Exchange Agreement provided for the purchase and retirement
of 25,827,000 shares of our common stock by Strategy; the forward split of the
remaining 1,105,000 common shares into 15,470,000 shares; the issue of
45,100,000 shares of our common stock to acquire Strategy; and the issue of
900,000 shares of our common stock as a finders fee. After completion of the
above transactions, the Company will have 61,470,000 shares of its common stock
outstanding. As a result of these transactions, a change in control has occurred
and Frank Ney received 26,691,840 common shares (43.42% of the total
outstanding) and Kavrav Ltd. received 18,408,160 common shares (29.95% of the
total outstanding).
Strategy, through its wholly-owned subsidiary Strategy Insurance, Ltd., is a
provider of specialty lines of insurance, reinsurance and risk and credit
enhancement. It conducts its insurance and reinsurance operations principally
through subsidiaries incorporated in Barbados, West Indies. It has offices in
Barbados, West Indies, London, England and Toronto, Canada.
The Definitive Stock Exchange Agreement provides, in part, that the present
officers and members of the Board of Directors, excluding Curtis Hunsinger, will
all resign. Just before resignation, the Board of Directors will appoint Stephen
Stonhill as their successor and as President and Chief Executive Officer.
The acquisition of Strategy by the Company is subject to the approval of the
Supervisor of Insurance for Barbados, West Indies. The Company does not
anticipate that approval will be withheld.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 14, 2004, the closing was completed of that certain Agreement and Plan
of Reorganization ("Definitive Stock Exchange Agreement") with Strategy, Frank
Ney and Kavrav, Ltd. Pursuant to the Definitive Stock Exchange Agreement,
Strategy became a wholly owned subsidiary of the Company.
The Definitive Stock Exchange Agreement provided for the purchase and retirement
of 25,827,000 shares of our common stock by Strategy; the forward split of the
remaining 1,105,000 common shares into 15,470,000 shares; the issue of
45,100,000 shares of our common stock to acquire Strategy; and the issue of
900,000 shares of our common stock as a finders fee. After completion of the
above transactions, the Company will have 61,470,000 shares of its common stock
outstanding. The Board of Directors of the Company approved the transaction,
between unrelated parties, which they believe to be in the best interests of the
Company.
Strategy, through its wholly-owned subsidiary Strategy Insurance, Ltd., is a
provider of specialty lines of insurance, reinsurance and risk and credit
enhancement. It conducts its insurance and reinsurance operations principally
through subsidiaries incorporated in Barbados, West Indies. It has offices in
Barbados, West Indies, London, England and Toronto, Canada.
For accounting purposes, the acquisition will be treated as the acquisition of
Strategy by the Company with Strategy as the acquiror (reverse acquisition). The
historical financial statements prior to June 14, 2004 will be those of
Strategy.
The acquisition of Strategy by the Company is subject to the approval of the
Supervisor of Insurance for Barbados, West Indies. The Company does not
anticipate that approval will be withheld.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
No financial statements are filed herewith. The Registrant shall file
financial statements by amendment hereto not later than 60 days after
the date that this initial report on Form 8-K must be filed.
(b) PROFORMA FINANCIAL INFORMATION
Proforma financial information will be filed by amendment hereto not
later than 60 days after the date that this initial report on Form 8-K
must be filed.
(c) EXHIBITS
Agreement and Plan of reorganization By and Among CI Sell Cars, Inc.,
Strategy Holding Company Limited and the Stockholders of Strategy
Insurance Limited. (1)
(1) Incorporated herein by reference to Form 8-K filed with the U.S. Securities
and Exchange Commission on June 1, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CI SELL CARS INC.
Date: June 18, 2004 By: /s/ Stephen Stonhill
-----------------------------------
Stephen Stonhill,
President and Chief Executive Officer