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 EARLIEST REPORTED EVENT - NOVEMBER 21, 2003
THE ENCHANTED VILLAGE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-11991 30-0091294
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification Number)
645 Beachland Boulevard
Vero Beach, Florida 33755
(Address of principal executive offices)
(772) 231-7544 (Registrant's
telephone number, including area code)
(772) 231-XXXX
(Issuer's facsimile number, including area code)
1407 North Fort Harrison, Suite F
Clearwater, Florida 33755
(Former name or former address, if changed since last report)
ITEM 1.
CHANGES IN CONTROL OF REGISTRANT
Background Information
On January 31, 2003, our outstanding capital stock consisted of:
o 10,668,333 shares of voting common stock;
o 4,428,616 shares of non-voting Class A Common Stock; and
o 300,000 shares of Convertible Series A Preferred Stock.
Of this total, Stirling Corporate Services LLC and its president Sally A. Fonner
collectively owned 5,440,050 shares, or approximately 51%, of our common stock
and 200,375 shares, or approximately 68%, of our Preferred Stock.
On February 10, 2003 we mailed an Information Statement Pursuant to
Section 14(c) of the Securities Exchange Act of 1934 to all of our stockholders.
Our Schedule 14C Information Statement provided detailed information on a
planned restructuring of our affairs that was approved by written consent on
March 3, 2003. As a result of the restructuring:
o Our authorized capital stock was increased to 50,000,000 shares of common
stock and 5,000,000 shares of preferred stock;
o Our outstanding Class A Common Stock was reclassified as common stock;
o Our outstanding Preferred Stock was reclassified as common stock;
o We implemented a reverse split in the ratio of one (1) new share
for each 4,000 shares of common stock outstanding after the
reclassification of the Class A Common Stock and Preferred Stock;
and
o We implemented a 100 for 1 forward split of the common stock
outstanding immediately after the implementation of the reverse
split.
Our Certificate of Incorporation was amended to implement the
reclassification and reverse split described in our Schedule 14C Information
Statement on March 10, 2003. We did not, however, promptly exchange stock
certificates to reflect the reclassification and reverse split. While our common
stock is quoted on the Over-the-Counter Bulletin Board (Symbol: ENCV), the
market price is nominal and trading is sporadic. Accordingly, we believe the
delay did not prejudice any purchasers of our common stock. On November 21,
2003, we notified the OTCBB that we intend to finalize the reclassification and
reverse split as of the close of business on December 5, 2003. Thereafter, our
shares will trade on a post-split basis.
After giving effect to the reclassification and reverse split, we had
772,500 shares of common stock and no other securities outstanding on March 10,
2003. We subsequently issued 70,000 shares of common stock to the firm of
Petersen & Fefer as partial payment for services rendered in connection with the
preparation of our delinquent SEC filings and the development of our
restructuring plan. All record holders of our common stock own at least 100
shares.
Change in Control
In the summer of 2003, Ms. Fonner was advised that she had an illness that
would require surgery and a lengthy recovery period. She subsequently learned
that a follow-up operation would be required. Ms. Fonner's situation has
negatively impacted our business for several months and the additional surgery
is expected to negatively impact her ability to devote adequate time to our
affairs in the future. Accordingly, Ms. Fonner concluded that the most
reasonable course of action would be to divest her interest in our company and
turn our affairs over to an organization that has the experience, staff and
other resources required for the implementation of our business plan.
On November 21, 2003, we agreed to sell 500,000 shares of common stock
to the Keating Reverse Merger Fund LLC at a price of $.10 per share.
Concurrently, Ms. Fonner, Stirling and Petersen & Fefer agreed to exchange
$309,100 in accrued liabilities and deferred compensation that our company owed
them for 3,091,000 newly issued shares of our common stock. As a condition of
this exchange Ms. Fonner and Petersen & Fefer waived their rights to receive
102,500 shares of common stock as compensation for services previously rendered.
Immediately thereafter Ms. Fonner, Stirling and Petersen & Fefer agreed to sell
3,502,700 shares of our common stock to the Keating Reverse Merger Fund LLC for
$225,000. Under the agreements with the Keating Reverse Merger Fund LLC, Ms.
Fonner also agreed to:
o File the Current Report on Form 8-K and an Information Statement
pursuant to Rule 14f-1 with the Securities and Exchange
Commission;
o Promptly resign as our president and appoint Kevin R. Keating
as her successor; and
o Upon compliance with Rule 14f-1, appoint Kevin R. Keating as a
member of our board and then resign her position as a director.
Ms. Fonner's resignation and Mr. Keating's appointment as president
became effective on November 24, 2003. Concurrently, the principal executive
office of our company was moved to 645 Beachland Boulevard, Vero Beach, FL
32963. On December 8, 2003, Ms. Fonner will appoint Mr. Keating to serve as a
board member until the next annual meeting of our stockholders. Ms. Fonner will
then promptly resign for medical reasons and Mr. Keating will become the sole
director of our company.
At the date of this Current Report, the Keating Reverse Merger Fund LLC
owns 4,002,700 shares, or 90.3% of our common stock and our other stockholders
own 430,700 shares, or 9.7% of our common stock. Ms. Fonner, Stirling and
Petersen & Fefer have no continuing economic interest in our company as either
stockholders or creditors.
Security ownership of certain
Beneficial owners and management
The following table contains information concerning the beneficial
ownership of our common stock on the date of this Current Report, by (i) each
person who is known to be the beneficial owner of more than 5 percent of our
common stock; (ii) all directors and executive officers of our company; and
(iii) directors and executive officers of our company as a group. For purposes
of the table, beneficial ownership includes the contractual right to acquire
shares.
Amount of
Name and Address Beneficial Percent
of Beneficial Owner Ownership of Class
==========================================================================================================
Keating Reverse Merger Fund LLC (1)(2) 4,002,700 90.3%
Sally A. Fonner (2)(3) 1,330,800 30.0%
Stirling Corporate Services LLC (2)(3) 901,900 20.3%
Petersen & Fefer (2)(4) 1,270,000 28.6%
Executive Officers and Directors 4,002,700 90.3%
as a Group (1 persons)
(1) 5251 DTC Parkway, Suite 1090, Greenwood Village CO 80110-2739.
(2) Includes 500,000 shares that the Keating Reverse Merger Fund LLC
purchased from our company; 1,330,800 shares that the Fund LLC purchased
from Ms. Fonner; 901,900 shares that the Fund LLC purchased from
Stirling; and 1,270,000 shares that the Fund LLC purchased from Petersen
& Fefer.
(3) 1407 N. Fort Harrison, Clearwater, Florida 33755. (4) Chateau de
Barbereche, Switzerland 1783 Barbereche
ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable
Item 3.
Bankruptcy or Receivership.
Not Applicable
Item 4.
Changes in Registrant's Certifying Accountant.
Not Applicable
Item 5.
Other Events AND REGULATION FD DISCLOSURE.
Not Applicable
Item 6.
Resignations of REGISTRANT'S Directors.
Not Applicable
ITEM 7.
Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information.
Not Applicable
(c) Exhibits.
10.1 Common Stock Purchase Agreement dated November 21, 2003 between
The Enchanted Village, Inc. and Keating Reverse Merger Fund LLC
10.2 Common Stock Purchase Agreement dated November 21, 2003 between
The Enchanted Village, Inc. and Sally A. Fonner
10.3 Common Stock Purchase Agreement dated November 29, 2003 between
The Enchanted Village, Inc. and Stirling Corporate Services LLC
10.4 Common Stock Purchase Agreement dated November 21, 2003 between
The Enchanted Village, Inc. and Petersen & Fefer, attorneys
10.5 Purchase and Sale Agreement dated November 21, 2003 between
Keating Reverse Merger Fund LLC as buyer and Sally A. Fonner,
Stirling Corporate Services LLC and Petersen & Fefer, attorneys
as sellers
Item 8.
Change in Fiscal Year.
Not Applicable
Item 9.
REGULATION FD DISCLOSURE.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Enchanted Village, Inc. has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE ENCHANTED VILLAGE, INC.
November 24, 2003
By: /s/ Sally A. Fonner
-----------------------------------------
Sally A. Fonner, president and sole director