================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): January 12, 2006
DEEP FIELD TECHNOLOGIES, INC.
-----------------------------
(Exact name of registrant as specified in its chapter)
NEW JERSEY 333-120506 20-1862733
- --------------------------------------------------------------------------------
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
750 HIGHWAY 34, MATAWAN, NJ 07747
--------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
--------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 12, 2006, Deep Field Technologies, Inc. (the "Company") entered
into a Share Exchange Agreement (the "Share Exchange") by and among the Company,
Beijing Sino-US Jinche Yingang Auto Technological Services Limited, a
cooperative joint venture under the laws of The People's Republic of China
("Automart") and a number of joint venture participants of Automart ("the JV
Participants") whereby the JV Participants will transfer 95% of their interest
in Automart to the Company in exchange for the Company's Class A and Class B
Common Stock. AutoMart is a China based joint venture recently formed between
Beijing Silver Harbor Car Service Center and Mayflower Auto Group, LLC. Under
the terms of the Share Exchange Agreement, the JV Participants will receive an
aggregate of 116,245,399 Class A Common Stock shares, or 85% of the outstanding
shares of the Company, and 2 million Class B Common Stock shares. The present
shareholders will retain a 15% ownership interest of the Company.
The closing of the Share Exchange will occur upon the satisfaction of a
number of conditions precedents: (i) shareholder approval of the Share Exchange
by the Company's shareholders, (ii) financing in the form of a convertible
debenture for not less than $4 million and (iii) the requisite approvals by the
Peoples Republic of China. It is anticipated that the closing will occur in the
first quarter 2006.
AutoMart business focuses on automobile after-sales services, including
maintenance and repairs, insurance, parts sales, interior furnishings, care
products, tires, and windshields in the People's Republic of China.
ITEM 8.01 OTHER EVENTS.
On January 19, 2006 the Company issued a press release regarding the Share
Exchange Agreement that is attached herein as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release dated January 19, 2006 entitled: "Deep Field
Technologies to Merge With Chinese Auto Service Company
SIGNATURE
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.
DEEP FIELD TECHNOLOGIES, INC,
Date: January 19, 2006 By: /s/ Mark Meller
----------------
Mark Meller
President and Chief Executive Officer
INDEX OF EXHIBITS
99.1 Press release dated January 19, 2006 entitled: "Deep Field Technologies to
Merge With Chinese Auto Service Company