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): March 31, 2004
AMERALINK, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-32311 86-1010347
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) Identification No.)
1940 Zinfandel Drive, Suite C
Rancho Cordova, CA 95670
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (916) 768-2160
8776 East Shea, Suite B3A323, Scottsdale, AZ 85260
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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On March 31, 2004, shareholders holding a majority of the common stock
of AMERALINK, INC. sold, in a private transaction, all of their shares
constituting 99.6% of the Company's issued and outstanding stock, to two
individuals Robert Freiheit and Thomas J. Manz for $225,000 in personal funds.
Robert Freiheit and Thomas J. Manz purchased, for consideration of $112,500
each, the issued and outstanding shares from Jo-Anne Ericksteen, Kevin
Ericksteen, Deanna Olson and Robert B. Olson, for a resulting ownership by
Robert Freiheit and Thomas J. Manz of 60% and 40% respectively. The shares will
be held directly. See the chart below for additional detail.
NAME NATURE OF OWNERSHIP NUMBER OF SHARES PERCENT
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Robert Freiheit DIRECT 4,184,400 60%
Thomas J. Manz DIRECT 2,789,600 40%
Kevin Ericksteen and Deanna Olson, formerly President and
Secretary/Treasurer respectively, have resigned as officers and directors of the
Company in the ordinary course of this transaction and Robert Freiheit and
Thomas J. Manz have been appointed to serve as directors until the next meeting
of the stockholders or until they are replaced by a vote of the stockholders.
Further, the board of directors has, through a unanimous consent executed on
April 1, 2004, elected Robert Freiheit and Thomas J. Manz to serve as officers
of the corporation in the following capacities: Robert Freiheit -President, and
Thomas J. Manz -Secretary/Treasurer.
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SPECIAL NOTE ABOUT FORWARD-LOOKING INFORMATION
This Report may contain certain forward-looking statements and
information relating to the Registrant that are based on the beliefs of
management as well as assumptions made by and information currently available to
management. These statements may include, among other things, the discussions of
the Registrant's business strategy and expectations concerning the Registrant's
future operations, product development costs and schedules, product rollout
dates, customer acceptance, licensing of required third party technologies,
ability to obtain required additional capital, profitability, liquidity, and
capital resources.
When used in this document, the words "anticipate," "believe,"
"estimate," "expect," and "intend" and similar expressions, as they relate to
the Registrant or its management, are intended to identify forward-looking
statements. Such statements reflect the current view of the Registrant
respecting future events and are subject to certain risks, uncertainties, and
assumptions, including the meaningful and important risks and uncertainties
noted. Although the Registrant has attempted to identify important factors that
could cause actual results to differ materially, there may be other factors that
cause the forward-looking statement not to come true as anticipated, believed,
estimated, expected, or intended. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated, expected, or intended. Neither the Registrant nor any other
person undertakes any obligation to revise these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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SIGNATURES
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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.
AMERALINK, INC.
Dated: April 6, 2004 By /s/ Robert Freiheit
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Robert Freiheit, President
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