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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 (Date of Earliest Event Reported): January 12, 2000
Revenge Marine, Inc.
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(Exact Name of Registrant as Specified in its Charter)
000-25003 Nevada 33-3051776
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(Commission (State or Other (IRS Employer
File Number) Jurisdiction of Indentification
Incorporation) Number)
2051 NW 11th Street, Miami, Florida 33125
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 643-0334 ext. 127
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Item 1. Change in Control of Registrant.
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On January 12, 2000, Revenge Marine, Inc., a Nevada corporation
("Revenge") completed the acquisition of 100% of the outstanding common stock of
JR Solutions, Inc., a Delaware corporation ("JR Solutions") in exchange for 80
million shares of Revenge's common stock (approximately 83% of shares now
outstanding). JR Solutions is a company specializing in the e- commerce of
retail travel.
The stock issuances were made pursuant to a Stock Purchase Agreement
(the "Agreement") dated as of January 11, 2000 by and between Allied Capital
Corp. and Paul R. Johnson, as sellers, and Revenge, as the buyer. The terms of
the Agreement were the result of the negotiations between the managements of
Revenge, JR Solutions and Paul Johnson. The foregoing summary of the Stock
Purchase Agreement is qualified by reference to the complete text of the Stock
Purchase Agreement, which is filed as Exhibit 2 and is incorporated herein by
reference.
As a result of the transaction with JR Solutions and the issuance of 80
million shares of Revenge's common stock, following are those persons known by
Revenge to own 5% or more of Revenge's voting stock:
Percent of
Number of Outstanding
Name and Address Voting Shares Voting Shares
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Paul R. Johnson 40,000,000 40.5%
1533 S.E. 9th Street
Deerfield Beach, FL 33441
Allied Capital Corp. 39,181,931* 39.7%
7711 South Jamestown Ave.
Tulsa, OK 74136
* Includes 1,954,431 shares held by Capital Markets Alliance, Inc., a wholly
owned subsidiary of Allied Capital Corp.
On the closing date of the Stock Purchase Agreement, the existing
directors and officers of Revenge resigned, and new officers and directors
appointed by JR Solutions' management took their place. The sole former officer
and director of Revenge was William C. Robinson. The new officers and directors
of Revenge are Paul R. Johnson, President, Kaz Chary, Chief Information Officer
and John A. Moschella, Director of Security. In the near future, new management
also intends to change Revenge's name to a name that is more reflective of its
new operations.
Item 2. Acquisition and Disposition of Assets.
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As described in Item 1, above, on January 12, 2000, Revenge acquired
all of the issued and outstanding common stock of JR Solutions in exchange for
80,000,000 shares of Revenge's common stock.
JR Solutions providers user friendly software. The management team of
JR Solutions has been researching user friendly systems, with the goal to bring
travel to a new level of convenience.
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Researching ticket prices, locations and excursion services are the most costly
aspects of travel companies. JR Solutions' researchers are developing software
that will sort hotels, services, tickets and travel dates and times at the push
of a button. In addition, JR Solutions' software will allow the user to view
live as well full motion video feeds of destinations and activities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
None. The acquisition of JR Solutions does not meet any of the
significance tests described in Item 310 of Regulation SB.
(c) EXHIBITS
2.0 Stock Purchase Agreement dated January 11, 2000, by and among
Allied Capital Corp., Paul R. Johnson, and the other shareholders of JR
Solutions, Inc., a Delaware corporation and Revenge Marine, Inc. a Nevada
corporation.
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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 hereto duly authorized.
REVENGE MARINE, INC.
Date: January 21, 2000 By: /s/ Paul R. Johnson
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Paul R. Johnson
President
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