- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: October 28, 2001
-----------------------------
(Date of earliest event reported)
WORLDMODAL NETWORK SERVICES, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-24903 87-0460452
-------- --------- ----------
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) incorporation or
organization ID No.)
519 SW Third Avenue, Suite 805, Portland, Oregon 97204
------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 893-8894
N/A
------------------------------------------------------------
(Seedling Technologies Corporation)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to a Letter of Agreement dated October 28, 2001 Worldmodal
Network Services, Inc. ("the Registrant", formerly known as Seedling
Technologies Corporation)(OTC.BB: SEED) sold 23,647,737 of the common shares of
NxGen Network Inc. (OTC.BB: NXNW) owned by the Registrant to Hi Tec Networks.
The consideration consisted of (i) $30,000.00 cash; (ii) purchase by Worldmodal
of the International VoIP Intellectual Property, software codes and related
assets from NXNW for $100,000 payable by note plus assumption of select
liabilities; and (iii) the transfer of all outstanding shares of
SouthernPlanet.com Inc., a wholly owned subsidiary of NXNW, to Worldmodal. The
23,647,737 shares of NXNW represents approximately 48% of the issued and
outstanding shares of NXNW.
The description contained herein of the transaction is qualified in its
entirety by reference to the Letter of Agreement dated October 28, 2001 between
Worldmodal Network Services, Inc. and Hi Tec Networks, which is attached as
Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
None.
(b) Pro Forma Financial Statements
None.
(c) Exhibits
2.1 Letter of Agreement dated October 28, 2001 by and
among Worldmodal Network Services, Inc., Hi Tec
Networks, International Long Distance Corporation,
and Anthony Overman
99.1 Press Release dated October 24, 2001
Pursuant to the requirement of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Worldmodal Network Services, Inc.
By: /s/ Douglas B. Spink
-----------------------
Douglas B. Spink, CEO