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): February 26, 2004
USED KAR PARTS, INC.
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(Exact name of registrant as specified in its charter)
Florida 04-3721895
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3 West 57th Street, 8th Floor, New York, NY 10019
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (646) 442-4985
6371 Locosta Drive, #101, Boca Raton, FL 33433
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Stock Purchase Agreement
On February 24, 2004, Jeannine Karklins, President, Treasurer,
Secretary and principal shareholder of Used Kar Parts, Inc. (the "registrant")
entered into a Capital Stock Purchase Agreement (the "Stock Purchase Agreement")
with Panetta Partners, Ltd., a Colorado limited partnership ("Panetta"). All
conditions to the closing were fulfilled and funds released to Ms. Karklins on
February 26, 2004.
Under the Stock Purchase Agreement:
o Panetta purchased an aggregate of 2,000,000 restricted shares
of the registrant's common stock from Ms. Karklins for
$386,400
o Ms. Karklins resigned as an officer and director of the
Company.
The 2,000,000 shares represent approximately 97% of the outstanding
shares of the registrants common stock. Of the $386,400, $295,000 was borrowed
from Rivington Tecnologies Ltd., a private venture fund based in the United
Kingdom, and the balance came from the working capital of Panetta and its
limited partners. The loan from Rivington to Panetta is due February 28, 2005,
bears annual interest at 2% and is secured by a pledge of 1,520,000 of the
2,000,000 shares of the registrant's common stock acquired by Panetta.
Change in Management
Panetta, acting in its capacity as principal stockholder of the
registrant, appointed Christoph Bruening to serve as sole director, filling the
vacancy created by the resignation of Ms. Karklins. Mr. Bruening also became
President, Secretary and Treasurer.
Mr. Bruening serves as a Director of Callisto Pharmaceuticals, Inc., a
biopharmaceutical company primarily focused on the development of drugs to treat
multiple myeloma, other cancers and osteolytic bone disease. He organized Value
Relations GmbH, a full service investor relations firm operating in Frankfurt,
Germany in 1999 and currently serves as its Managing Partner. From 1998 to 1999,
Mr. Bruening served as a funds manager and Director of Asset Management for
Value management & Research AG, a private investment fund and funds manager in
Germany. From 1997 to 1998, Mr. Bruening was a financial analyst and Head of
Research for Value Research GmbH. Mr. Bruening is a member of the advisory board
of Clarity AG and served as a member of the board of Matchnet plc. Mr. Bruening
holds a Bachelor of Science degree in Chemistry from Technischen Universitat
Darmstadt.
The Registrant
The registrant, Used Kar Parts, Inc., was organized on April 26, 2002
and planned to develop an on-line marketplace for used car parts. As reported in
the registrant's Form 10-QSB report for the period ended October 31, 2003, the
registrant had $1,582 of total assets and an accumulated stockholders deficit of
($3,818). It has not reported any revenue from its operations. Mr. Bruening will
evaluate the registrant's current business plan, determine if it is viable and
will evaluate potential acquisitions for the registrant.
Copies of the registrant's filings with the Securities and Exchange
Commission are available for inspection and copying at the public reference
facilities of the Commission, 450 Fifth Street, N.W., Washington D.C. 20549 or
on the Commission's website at www.sec.gov. The registrant's shares are quoted
on the National Association of Securities Dealers Automated Quotation System
Over-the-Counter Bulletin Board ("OTCBB") under the symbol UKAR. Neither the
registrant, its Directors, Officers, affiliates or beneficial owner of more than
5% of its common stock is a party to, nor is its property subject to, any
pending legal proceeding.
Panetta Partners Ltd.
Panetta is a privately held investment partnership whose general
partner is Gabrielle Cerrone. Mr. Cerrone is a director and serves as acting
chairman of the board of Callisto Pharmaceuticals, Inc.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) The following exhibits are filed as part of this report.
Exhibit 10.1 Capital Stock Purchase Agreement between
Panetta Partners Ltd. and Jeannine Karklins
dated February 24, 2004.
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 thereunto duly authorized.
USED KAR PARTS, INC.
By: /s/ Christoph Bruening
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Christoph Bruening
President
Date: March 11, 2004