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): May 23, 2000
EXPLORE TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 88-0419476
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 505 -1155 Robson St.,
Vancouver, British Columbia, Canada V6E 1B5
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (604) 689-1659
Commission File Number: 0-25553
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(Former name or former address, (Zip Code)
if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Company has entered into a merger agreement dated May 23, 2000
(the "Merger Agreement") with Cashsurfers, Inc. ("Cashsurfers")
for the acquisition of an Internet based technology business known
as "Cashsurfers" (the "Cashsurfers Business"). The Merger
Agreement contains the following general provisions:
1. The Company will issue 12,849,480 shares of the Company's
common stock to the shareholders of Cashsurfers upon
completion of the Merger;
2. The Company will file a registration statement on Form S-4
with the Securities and Exchange Commission in order to
qualify the issue of the shares of the Company's common
stock upon completion of the Merger;
3. The Merger is subject to approval by the shareholders of
each of the Company and Cashsurfers;
4. The Company is obligated to raise in excess of $2,500,000 by
the private placement of the Company's common stock as a
condition of completion of the Merger by June 8, 2000. The
proceeds of the private placement will be used to fund the
operation and development of the Cashsurfers Business.
There is no assurance that the conditions of the Merger will be
satisfied, including approval of the merger by the shareholders of
the Company and Cashsurfers and completion of the required private
placement financing by the Company. If the Company is not
successful in completing the Merger for any reason, then the
Company will not have any active business operations or
properties. In this event, the Company plans to pursue the
acquisition of an Internet or technology based business. Although
the Company has entered into the Merger Agreement, there is no
assurance that the acquisition will be completed. The Company
does not have any present arrangements for additional equity
financing and there is no assurance that additional equity
financing could be obtained.
The terms and conditions of the Merger Agreement, were determined
through arms-length negotiations between the representatives of
the Company and Cashsurfers.
The preceding information is qualified in its entirety by
reference to the complete text of the Merger Agreement, a copy of
which is included with this report as Exhibit 1.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5. OTHER EVENTS
None
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On May 23, 2000, the following directors and officers resigned
their positions with the Company:
Director/Officer Position held Date of Resignation
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Peter Bell Director/Secretary May 23, 2000
Secretary and
Treasurer
Ross W.J. Bailey Director May 23, 2000
Richard Douglas Wilson Director May 23, 2000
Neil Murray-Lyon Director May 23, 2000
None of the Company's directors who have resigned have delivered
to the Company any notice of any disagreement with the Company on
any matter relating to the Company's operations, policies or
practices.
The following persons were appointed directors and officers of the
Company concurrent with the resignation of the Company's previous
board of directors:
Director/Officer Position held Date of Resignation
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Charlo Barbosa Director/C.E.O. May 23, 2000
Rod Jao Director/ President May 23, 2000
Noah Mapstead Director/C.O.O. May 23, 2000
Secretary and
Treasurer
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The consolidated financial statements of Cashsurfers are not
included in this report but shall be filed by amendment within the
next sixty (60) days.
The most recent financial information for the Company can be found
in its Form 10K-SB filed by the Company with the SEC on May 12,
1999. Such information is incorporated by reference herein.
Exhibit Number Description
1 Agreement and Plan of Merger
ITEM 8. CHANGE IN FISCAL YEAR
None
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.
EXPLORE TECHNOLOGIES, INC.
/s/ Charlo Barbosa
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CHARLO BARBOSA, Director
Chief Executive Officer
Date: June 7, 2000