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
November 15, 2004
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(Date of earliest event reported)
ARIZONA AIRCRAFT SPARES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-49849 88-0483722
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File Number Identification No.)
3431 East Hemisphere Loop
Tucson, Arizona 85706
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(Address of principal offices, including Zip Code)
(520) 806-0666
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(Registrant's telephone number, including area code)
Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2004, Arizona Aircraft Spares, Inc., a Nevada
corporation ("Arizona") entered into an Asset Purchase Agreement ("Agreement")
with 1Cellnet LLC, a Delaware company ("1Cellnet" or the "Sellers"). Arizona is
issuing to 1Cellnet a percentage of shares of Arizona equal to eighty percent
(80%) of the total number of shares of Arizona outstanding at the date of this
Agreement and with the issuance of those shares acquiring certain particular
assets and liabilities of 1Cellnet.
1Cellnet is also paying to Arizona to pay off the monies owed to its
President a total amount of money of Six Hundred Thousand Dollars ($600,000) on
or before November 30, 2004. For carrying this Note without interest the
President of Arizona shall receive Three Hundred Thousand (300,000) restricted
shares of Arizona and One Million (1,000,000) warrants of Arizona, at a price of
One Dollar ($1.00).
No more than ninety (90) days following the execution of this
Agreement, Arizona will take all steps necessary to spin-out the subsidiary
Arizona Aircraft Spares, Inc., incorporated in the State of Arizona, operating
under the same name. It is understood that following such spin-out, the share
structure of the spun-out company shall be the following: 1) the Company shall
retain two million shares as an asset, 2) the current shareholders of Arizona
will be issued four million shares on a pro-rata basis determined by ownership
on the "record date", with the "record date" being the date of the spin-out, and
3) four million shares shall be set aside for the management of the spun-out
company. On February 20, 2005, Arizona will provide complete documentation to
the satisfaction of Arizona Aircraft Spares, Inc. incorporated in the State of
Arizona evidencing that everything necessary under such spin-out has been
completed.
About the assets and liabilities purchased by the Company: The Company
is purchasing 1) Cash in the amount of $72,000, 2) accounts receivable in the
amount of $1,993,000, 3) other financial assets in the amount of $596,000, 4)
Property, plant and equipment in the amount of $158,000 and 5) software in the
amount of $2,811,000 for a total purchased of $5,631,000. Liabilities assumed
are $3,547,000 and are mostly comprised of unused telephone minutes and unpaid
commissions.
These newly acquired assets and assumed liabilities of 1Cellnet are the
assets of one of the world's fastest growing telecommunication multi-level
marketing companies. 1Cellnet was established to provide discounted wireless
cellular phone service throughout the world through the use of their new
innovative software.
The relationships of the Company and its past experience in U.S.
governmental contracting will be expanded to include bidding on
telecommunication contracts.
Item 2.01 Completion of Acquisition of Assets.
Please see Item 1.01 of this current report.
Item 3.02 Unregistered Sales of Equity Securities.
Please see Item 1.01 of this current report.
Item 9.01 Financial Statements and Exhibits
Audited financial statements and pro-forma statements of 1Cellnet, LLC shall be
filed by January 25, 2005
Exhibit 99.01
Asset Purchase Agreement between Arizona Aircraft Spares, Inc., a Nevada
corporation, and 1Cellnet LLC, a Delaware company, entered into this 15th day of
November 2004.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Arizona Aircraft Spares, Inc.
By: /s/ Vito Peppitoni
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Vito Peppitoni, Chief Executive Officer
Date: November 16, 2004