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): August 14, 2000
SKREEM.COM, INC.
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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 August 14, 2000, Skreem.com, Inc. (the "Company") completed its
acquisition of SatLink Telcom, Inc. ("Satlink") a newly formed Nevada
corporation. Satlink has a license with China Telcom to provide
telecommunications and internet related services in the Peoples Republic of
China.
Mr. Richard Sevilla will serve as the president of Satlink. Mr. Sevilla has
over 20 years of experience in the sales and implementation of telecommunication
services, having served as headquarters staff manager of long distance services
with AT&T's main global office in Washington, D.C.
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, INC.
By: /s/ Thomas Tedrow
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Thomas Tedrow, President and
Chief Executive Officer
Date: August 14, 2000
Acquisition Agreement
June 11, 2000
This is a Acquisition Agreement, by and between Skreem.com, Corporation
(hereinafter known as "SKREEM") SatLink Telcom, Inc. (hereinafter know as
"SATLINK"), a Nevada corporation incorporated on December 17, 1999
Witness:
Whereas, stockholders are desirous of causing the exchange of the common
stock of SATLINK, which stock is expected to represent all of the outstanding
stock of SATLINK in a tax-free exchange for restricted common stock of SKREEM
upon 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 SATLINK 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
SATLINK shall become a wholly owned subsidiary of SKREEM.
2. RICHARD SEVILLA TITLE
Richard Sevilla shall be President of the subsidiary, SatLink Telcom, Inc.
Compensation will be 50% 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
SATLINK shall transfer all existing licenses and licenses in progress to
the wholly owned subsidiary corporation.
4. STOCK EXCHANGE
SKREEM shall issue ONE HUNDRED THOUSAND SHARES (100,000) shares of its
restricted common stock ("Stock"), valued at Five Dollars per share, and
TWO HUNDRED & FIFTY THOUSAND WARRANTS (250,000) 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 SATLINK.
SATLINK 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 Internal Revenue Code and shall only be
closed in the event SKREEM is able to acquire 100% of the outstanding
common stock of SATLINK.
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:
a. Spin-off SATLINK as a separate public company within twenty four
months of the closing of this agreement. Richard Sevilla, the founder
of SATLINK, shall receive 30% of the issued shares of the new public
company.
b. Seek a dual or separate listing on the Hong Kong exchange.
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
signing of verifiable licenses for long distance dialing and/or other
services with the government/government agencies of China. Upon approval by
the Board and shareholders, SatLink Telcom, Inc. will become a wholly-owned
subsidiary of the company.
B. SATLINK shall be in good standing as a corporation with the state of
Nevada and in each jurisdiction in which it does business. SATLINK shall be
free from any material pending or threatened litigation, claims, or
contingent liabilities. SATLINK will provide audited financials as of
6/30/00.
5. 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 SATLINK shall deliver certified copies of minutes
of a meeting of the Stockholders and the Board of Directors authorizing and
approving the transaction.
6. 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 consent of
SKREEM. SKREEM must approve all text released about this transaction. As
soon as practicable, after the date of execution hereof, SKREEM shall file
information with the Florida Securities Division to reflect the
acquisition.
7. COSTS:
Each party will pay their own legal and accounting fees to close this
transaction.
8. 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 SATLINK'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:
Date:
Witness:
SatLink Telcom, Inc.
By:
Date:
Witness: