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): July 31, 2000
SKREEM.COM CORPORATION
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(Exact name of Registrant as specified in its charter)
0-27929
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(Commission file number)
Nevada 62-1655508
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation)
200 South Knowles Avenue, Winter Park, Florida 32790
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(Address of principal executive offices) (Zip code)
(407) 622-2040
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(Registrant's telephone number, including area code)
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(Former name, former address and formal fiscal year,
if changed since last report)
Item 2. Acquisition or Disposition of Assets
On July 31, 2000, Skreem.com Corporation (the "Company") completed its
acquisition of Imperial Furnishings Corporation, a newly formed Florida company
("Imperial"). Imperial is a split off of Imperial Furnitures Co. of Orlando,
Florida ("IFC"), a manufacturer of furniture for the hotel industry. Imperial
will market furniture both for IFC and other manufacturers and will be managed
by Richard J. Sevilla, the chairman and chief executive officer of IFC.
The Company is acquiring 100% of the issued and outstanding shares of
Imperial in exchange for 500,000 shares of the Company's common stock.
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 hereunto duly authorized.
SKREEM.COM CORPORATION
By: /s/ Thomas Tedrow
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Thomas Tedrow, President and
Chief Executive Officer
Date: July 31, 2000
Acquisition Agreement
July 11, 2000
This is an acquisition agreement by and between Skreem.com Corporation
(hereafter known as "SKREEM"), AND Imperial Furnishings Corporation (hereafter
known as "IMPERIAL"), a Florida corporation incorporated on June 7, 2000.
Witness:
Whereas, stockholders are desirous of causing the exchange of the common
stock of IMPERIAL, which stock is expected to represent all of the outstanding
stock of IMPERIAL in a tax-free exchange for restricted common stock of SKREEM
upon the terms and conditions set forth herein, and;
Whereas, SKREEM is desirous of issuing certain of its authorized but
previously unissued shares of restricted, voting common stock, to Stockholders
in exchange for their shares of IMPERIAL common stock upon the terms and
conditions more specifically set forth herein.
Now therefore, in consideration of the mutual promises contained herein,
and other good and valuable consideration, the sufficiency of which is hereby
acknowledge, it is hereby agreed as follows:
1. WHOLLY OWNED SUBSIDIARY
IMPERIAL shall become a wholly owned subsidiary of SKREEM.
2. RICHARD SEVILLA TITLE
Richard Sevilla shall be President of the subsidiary, Imperial Furnishings
Corporation. Compensation will be 30% of the net profits of the subsidiary,
paid after all US and PRC taxes, titles, license fees, legal, accounting,
administrative and marketing costs.
3. TRANSFER OF LICENSES
IMPERIAL shall transfer all existing contracts as projects, including those
on the Addendum A list to the wholly owned subsidiary corporation.
4. STOCK EXCHANGE:
SKREEM shall issue FIVE HUNDRED THOUSAND SHARES (500,000) shares of its
restricted common stock ("Stock"), valued at Five Dollars per share, and
500,000 warrants at Five Dollars a share, in connection with the
reorganization. Such Stock is intended to be issued in exchange for all of
the issued and outstanding common stock of IMPERIAL. IMPERIAL shall provide
a share and warrant distribution list upon closing.
This transaction shall constitute a tax-free reorganization in accordance
with Section 368 (a) (1) (B) of the Imperial Revenue Code and shall only be
closed in the event SKREEM is able to acquire 100% of the outstanding
common stock of IMPERIAL.
The restricted shares of common stock to be issued to Stockholders shall be
investment (restricted) shares and shall be appropriately legended. The
restricted nature of the shares as referred to herein has reference to Rule
144 promulgated by the Securities and Exchange Commission under the
Securities Act of 1933, as amended. Said shares are restricted in the sense
that they are not purchased with a view to public distribution and may be
resold in a public sale only upon registration or upon compliance with the
terms of Rule 144 or any other appropriate exemption from registration
under the securities Act of 1933, as amended.
5. SPIN OFF
SKREEM agrees to use best efforts to spin-off IMPERIAL as a separate public
company within twenty four months for the closing of this agreement.
Richard Sevilla, the founder of IMPERIAL, shall receive 15% of the issued
shares of the new public company.
6. STOCKHOLDERS APPROVAL:
A. This transaction must be approved by a majority vote of stockholders and
by the Board of Directors of SKREEM. This agreement is contingent upon the
transfer of projects in Addendum A to the subsidiary corporation. Upon
approval by the Board and shareholders, Imperial Furnishings Corporation
will become a wholly-owned subsidiary of the company.
B. IMPERIAL shall be in good standings as a corporation with the state of
Nevada and in each jurisdiction in which it does business. IMPERIAL shall
be free from any material pending or threatened litigation, claims, or
contingent liabilities. IMPERIAL will provide audited financials as of
6/30/00.
7. CLOSING:
Subject to the foregoing, a closing shall be held with regard to this
proposed transaction within thirty days of the signing of this acquisition
agreement. At the closing IMPERIAL shall deliver certified copies of
minutes of a meeting of the Stockholders and the Board of Directors
authorizing and approving the transaction.
8. RELEASE OF INFORMATION:
Within seven days of signing this acquisition agreement, a disclosure
release shall be sent out by the SKREEM attorney. No party hereto shall
release any information to the public or the media without the consent of
SKREEM. SKREEM must approve all text released abut this transaction.
9. COSTS:
Each party will pay their own legal and accounting fees to close this
transaction.
10. INDEMNIFICATION:
Both parties agree to indemnify the other for any legal proceedings, debts,
taxes and any other political subdivision thereof which may exist prior to
this closing. The acquisition will be for the total issue of IMPERIAL's
outstanding stock.
In witness whereof, the parties hereto have executed this agreement as of
the day and year noted below.
Skreem.com Corporation
By: /s/ Tom Tedrow
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Date: June 11, 2000
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Witness: /s/ Linda Martin
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Imperial Furnishings Corporation
By: /s/
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Date: June 11, 2000
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Witness:
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