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): June 9, 2004
WELUND FUND, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-50142 00000000
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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
2515 Camino Del Rio South, Suite 117, San Diego, CA 92198
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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 June 9, 2004, Kevin G. Elmore ("Elmore") the sole shareholder of the
common stock of WELUND FUND, INC. ("'Welund," "Company," or "Registrant"),
entered into a Share Purchase Agreement with Liberty Associates Holdings, LLC
("Liberty Associates"), pursuant to which Liberty Associates acquired 2,240,000
shares owned by Elmore on June 9, 2004 (the "Closing Date"). The total
consideration paid by Liberty Associates was $90,000 and the purchased shares
constitute all of the Company's issued and outstanding stock. Liberty
Associates, owned and controlled by Robert Freiheit will hold the shares
directly.
Kevin G. Elmore as the sole officer and director has resigned as
officer and director of the Company in the ordinary course of this transaction
and Robert Freiheit has been appointed to serve as director until the next
meeting of the stockholders or until he is replaced by a vote of the
stockholders. Further, the board of directors has, through a unanimous consent
executed on June 9, 2004, elected Robert Freiheit to serve as president,
secretary, and treasurer of the corporation.
A copy of the Share Purchase Agreement reflecting the sale of the
2,240,000 shares is attached hereto as an exhibit.
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SPECIAL NOTE ABOUT FORWARD-LOOKING INFORMATION
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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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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits:
1.1 Agreement for the Purchase of Common Stock dated as of June 9, 2004 by
and between Kevin G. Elmore and Liberty Associates Holdings, LLC.
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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.
WELUND FUND, INC.
Registrant
Dated: June 16, 2004 By /s/ Robert Freiheit
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Robert Freiheit, President
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