UNITED STATES
SECURITIES 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 24, 2003
ONCTHERA, INC.
(formerly known as CORSPAN INC.)
(Exact name of registrant as specified in its charter)
Delaware 13-4047693
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State of Incorporation IRS Employer ID No.
Chadwick House, Birchwood Park,
Warrington, Chesire, United Kingdom WA3 6AE
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number 011 44 151 707 7898
Item 1. Changes in Control of Registrant
On February 24, 2003, a majority of shareholders of the company
(85%) voted in favor of Corspan Inc. acquiring all of the
outstanding shares of stock of EU Laboratories Limited,("EU
Laboratories"), a company incorporated and registered in England.
The acquisition of EU Laboratories was undertaken subsequent to a
1 for 10 reverse split of the outstanding shares of common stock
of Corspan. The consideration paid by Corspan for the
acquisition of EU Laboratories was 15,000,000 newly issued shares
of common stock of Corspan payable to the shareholders of
EU Laboratories on a pro-rata basis. As a result of this
acquisition, control of the company has now passed to the
shareholders of EU Laboratories and the shareholders of EU
Laboratories own 15,000,000 of a total of 16,581,492 outstanding
shares of common stock in the company.
The table below sets out the beneficial owners of the company,
owing 5% or more of the outstanding shares of common stock in the
company, subsequent to the acquisition of EU Laboratories:
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner Of Class
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Crescendo Holdings Ltd. 1,875,000 11.3%
Suite F8
International Commercial Centre
Gibraltar
(Chris and Julie Wood)
Lifescience Ventures Ltd. 1,875,000 11.3%
Road Town
Tortolla, British Virgin Islands
(John Lister)
Bioaccellerate Ltd. 1,500,000 9.0%
Road Town
Tortolla, British Virgin Islands
(beneficial owner is Axcel Capital
Partners, Inc., whose principal
shareholders are Theresa Dowling
and Marcus Wohlrab)
First Financial Services Ltd. 1,500,000 9.0%
Suite 6203
1-5 Irish Town
Imossi House, Gibraltar
(Adrian Stetcyk)
Madrid Biotech Ventures 3,000,000 18.0%
31 Church Road
Hendon, London England NW45EB
(Barbara Platts)
SBI Bioventures 3,000,000 18.0%
Talbot House
High Street, Crowthorne
Berkshire, United Kingdom
(John Lister)
Cabo Scientific Partnership 2,250,000 13.6%
Suite 303
The Corn Exchange
Liverpool, United Kingdom
(Julian Andrews)
John Lister(1) 4,875,000 29.4%
Talbot House (Indirect)
High Street, Crowthorne
Berkshire, United Kingdom
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(1) Ownership is computed through beneficial ownership interest in
SBI Bioventures and Lifescience Ventures Ltd.
Item 2. Acquisition or Disposition of Assets
ACQUISITION OF EU LABORATORIES LIMITED
On February 24, 2003, a majority of shareholders of the company
(85%) voted in favor of Corspan Inc. acquiring all of the
outstanding shares of stock of EU Laboratories Limited,("EU
Laboratories"), a company incorporated and registered in England.
The acquisition of EU Laboratories was undertaken subsequent to a
1 for 10 reverse split of the outstanding shares of common stock
of Corspan. The consideration paid by Corspan for the acquisition
of EU Laboratories was 15,000,000 newly issued shares of common
stock of Corspan payable to the shareholders of EU Laboratories on
a pro-rata basis. As a result of this acquisition, control of the
company has now passed to the shareholders of EU Laboratories and
the shareholders of EU Laboratories own 15,000,000 of a total of
16,581,492 outstanding shares of common stock in the company.
Additionally, subsequent to the acquisition of EU Laboratories,
the company filed a Certificate of Amendment of Certificate of
Incorporation changing the name of the company to Oncthera Inc.
Due to market conditions and the difficulties encountered with
attempts to raise capital, the company has abandoned its business
plan. The company will now adopt the business plan of EU
Laboratories.
EU Laboratories Limited ("EU Laboratories") is an emerging
biopharmaceutical company that is focused on the acquisition,
development and commercialization of innovative therapies to treat
cancer. The Company's management was involved in the
commercialization of pharmaceutical and biotech companies
previously and identified a need for an organization focused
solely on the development of drug candidates in the innovative
cancer therapy marketplace. The initial candidate acquisitions
was a monoclonal antibody which had been developed over the course
of the last four years at a leading UK institution. The second
candidate a proprietary stem cell technology had been developed
over the past seven years initially at a leading UK institution and
subsequently in the private sector.
DISPOSITION OF CORSPAN LTD. (a subsidiary of the company)
As part of the terms of the company's agreement with EU
Laboratories, the company agreed to transfer its 100% ownership
of its subsidiary, Corspan Limited, to shareholders of the
company who held shares prior to the acquisition of EU
Laboratories. The company complied with such undertaking by
transferring all its interest in Corspan Limited to another of
its wholly owned subsidiaries, High Low Global Systems, Inc.,
("High Low Global Systems") whereupon High Low Global Systems
issued a one for one stock dividend to the shareholders of
Corspan Inc., who owned shares prior to the acquisition of EU
Laboratories. As a result, High Low Global Systems and Corspan
Limited are no longer subsidiaries of Corspan, Inc., and are no
longer subject to the reporting requirements of the Securities
Act of 1933 and the Exchange Act of 1934. Additionally, High Low
Global Systems amended its Certificate of Incorporation to change
its name to Printsolve Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
At this time, it is impractical to file the requisite financial
statements and pro forma financial information required. The
Company expects to file such statements and information within
sixty days (60) days from the date this Form 8-K is due to be
filed with the Securities and Exchange Commission.
Exhibits
10.1 SHARE SALE AGREEMENT relating to EU Laboratories
Limited
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 hereunto duly authorized.
Dated: March 18, 2003
Corspan Inc.
/s/ Ian Warwick
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By: Ian Warwick
President