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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported event): January 12, 2006
DEEP FIELD TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its chapter)
NEW JERSEY 333-120506 20-1862733
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(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
750 HIGHWAY 34, MATAWAN, NJ 07747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (732) 441-7700
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 12, 2006, Deep Field Technologies, Inc. (the "Company") entered
into a Securities Exchange Agreement (the "Securities 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 Automart's joint venture participants ("the JV Participants")
whereby the JV Participants will transfer 95% of their interest in Automart to
the Company in exchange for an aggregate of 116,245,399 Class A Common Stock
shares, or 85% of the outstanding shares of the Company, and 2 million of the
Company's Class B Common Stock shares.
The closing of the Securities Exchange will occur upon the satisfaction of
a number of conditions precedents: (i) shareholder approval of the Securities
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 People's Republic of China. It is anticipated that the closing
will occur in the first quarter 2006.
AutoMart is a China based joint venture recently formed between Beijing
Silver Harbor Car Service Center and Mayflower Auto Group, LLC. 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 20, 2006 the Company issued a corrected press release regarding
the Securities 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 20, 2006 entitled:
"Deep Field Technologies Enters into Securities Exchange
Agreement 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 20, 2006 By: /s/ Mark Meller
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Mark Meller
President and Chief Executive Officer
INDEX OF EXHIBITS
99.1 Press release dated January 19, 2006 entitled: "Deep Field
Technologies Enters into Securities Exchange Agreement With Chinese
Auto Service Company"