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) April 2, 2008
Continan Communications, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-49648 73-1554122
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(State or other jurisdiction (Commission File Number) IRS Employer
of incorporation) Identification No.)
4640 Admiralty Way, Suite 500, Marina del Rey, California 90292
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 310-496-5747
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Background
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On May 31, 2006 this Company, originally an Oklahoma corporation named Texxon,
Inc., acquired a California corporation then named TelePlus, Inc. as a
subsidiary. Subsequently this Company redomiciled in Nevada and changed its name
to Continan Communications, Inc. and the subsidiary changed its name to
"VocalEnvision, Inc.". The original assumption of the officers, directors, and
shareholders of the then TelePlus, Inc. was that becoming the wholly-owned
operating subsidiary of a publicly-traded holding company would facilitate the
raising of capital for TelePlus' working capital and expansion. In the event
however, although the public company status has assisted in the raising of some
capital, the capital raised has been inadequate to provide working capital to
fund the business and its expansion and to defray the expenses of being a public
company. VocalEnvision has had no material revenues, and this Company has had to
support all of the operations of the subsidiary but, since this Company has no
available cash or assets, that is no longer a viable operating plan, while
rescission of the original 2006 acquisition is not possible at this late point
in time. After much thought, and prior efforts at restructuring (see Form 8-K
filed November 21, 2007) which were not successful (see Form 8-K filed January
25, 2008), the Board of Directors concluded that the best alternative for the
maximum protection of the creditors and shareholders was generally to follow the
outline of the rescinded Restructuring Agreement, but without reliance on
outside participation, and to sell the business and assets of the subsidiary to
the original shareholders of it, to the extent that they have remained
shareholders of this Company, in exchange for (i) their shares of this Company,
(ii) a percentage of all equity financings received by the purchaser, and (iii)
a ten (10) year royalty of seven percent (7%). The two primary original
shareholders of TelePlus/VocalEnvision, Claude Buchert and Helene Legendre,
formed a new company, "Tourizoom, Inc." to purchase the business and assets.
Asset Purchase Agreement
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On April 2, 2008 the Board of Directors approved the Asset Purchase Agreement
and authorized and directed the closing of the proposed transaction. Under the
Asset Purchase Agreement, VocalEnvision sold its business and assets to
Tourizoom, Inc. The assets sold include INTER ALIA furniture, equipment,
software, servers, R&D, patents, trademarks, and the stock of the French
subsidiary. In payment for the business and assets, Tourizoom will pay (i)
$200,000 from a proposed Rule 504 offering and twenty (20%) of all other future
equity financings received by Tourizoom during the next ten (10) years (until
the ceiling is met in terms of the payments made which is not calculable at this
time), and (ii) a ten (10) year royalty of seven percent (7%) calculated as 7%
of Tourizoom's consolidated gross revenues including the gross revenues of the
French subsidiary and all future subsidiaries, joint ventures, licensing
agreements, and other indirect revenue sources.
2
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On April 2, 2008 pursuant to the transaction reported in Item 1.01
above, the Company disposed of all of its assets by the sale of the business and
assets of VocalEnvision, its wholly-owned subsidiary, to Tourizoom, Inc. This
Company also quitclaimed all of its right, title and interest in and to those
assets in exchange for delivery to it of the shares of this Company's Common
Stock owned by the original shareholders of VocalEnvision (then named TelePlus),
to the extent that they still own such shares and to the extent that they
contribute such shares to Tourizoom in exchange for shares of Tourizoom.
In order to provide that the purchase price, as received from time to
time, will be applied, first, to the creditors of VocalEnvision and Continan,
and secondarily, to the minority shareholders of this Company, the Board of
Directors approved the establishment of a Partial Liquidating Trust. The
beneficiaries of the Partial Liquidating Trust will be, in the order in which
distributions will be made, the creditors of VocalEnvision and Continan, and
then the minority shareholders of this Company. The term "minority shareholders"
is intended to exclude certain shareholders who have loaned funds to this
Company and who will likely have a continuing interest in this Company. The term
is intended to include all shareholders who purchased shares of the Company
following the acquisition of TelePlus and who therefore presumably have a
continuing interest in the technology. The trustee of the Partial Liquidating
Trust is MBDL LLC, a Florida limited liability company with principal offices
located at 20869 Pinar Trail, Boca Raton, Fl 33433. (The principal of MBDL LLC
is the accountant (not the Company's independent PCAOB auditors) who has
prepared the Company's financial statements for 2007 and who is familiar with
the schedule of creditors and the balances due.)
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Upon execution of the Asset Purchase Agreement, Mr. Buchert and Ms.
Legendre resigned as officers of both Continan and VocalEnvision and the Board
thereupon appointed Geoffrey A. Fox as the sole officer. Upon taking that
action, Mr. Buchert and Ms. Legendre resigned as directors of both companies.
The resignations were not occasioned by any disagreement with the Company's
operations, policies or practices. (Both are officers and directors of
Tourizoom, the purchaser of the business and assets of VocalEnvision and the
resignations were to avoid conflicts of interest.)
Geoffrey A. Fox, age 66, has been a licensed life insurance agent in
the State of Washington for approximately 30 years and for approximately the
past 6 years has been a principal of J & J Insurance Agency LLC. Mr. Fox, who
has had no prior relationships with the Company, is serving as an interim
officer until such time as the Board of Directors, now consisting only of Marcia
Rosenbaum, is reorganized, and permanent officers can be appointed.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.11 Asset Purchase Agreement
10.12 Partial Liquidating Trust
SIGNATURE
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 hereunto duly authorized.
CONTINAN COMMUNICATIONS, INC.
By: /s/ Geoffrey A. Fox
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April 4, 2008 Geoffrey A. Fox, President