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 24, 2005
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PocketSpec Technologies Inc.
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(Exact name of registrant as specified in its charter)
Colorado 0-28789 84-1461919
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3225 East 2nd Avenue, Denver CO 80206
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 393-8060
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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 (17CFR
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))
SECTION 1 - THE COMPANY'S BUSINESS AND OPERATIONS.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT.
ITEMS 1.01, 5.01 AND 5.02. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT,
CHANGES IN CONTROL OF THE REGISTRANT
AND DEPARTURE OF DIRECTORS OR PRINCIPAL
OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
OVERVIEW
On May 20, 2005, we completed a reverse acquisition transaction. We
acquired Sierra Norte, LLC, a New Mexico limited liability company, which
thereby became a wholly-owned subsidiary of ours. Sierra Norte, LLC is a land
development company in the Albuquerque, New Mexico area.
As a result of the acquisition, Sierra Norte, LLC will continue as a
wholly-owned subsidiary of ours and the former security holders of Sierra Norte,
LLC have acquired a majority of our outstanding shares of common stock, par
value $.001 per share. The reverse acquisition was consummated under Colorado
law and pursuant to an Agreement and Plan of Reorganization, dated as of May 20,
2005 (the Acquisition Agreement), a copy of which is filed as an exhibit to this
Report.
We intend to reincorporate the company to Nevada from Colorado and change
the name of the public company to a name more in line with our current
operations , upon stockholder approval. In connection with the name change, we
will seek a new trading symbol.
We are filing this current report on Form 8-K for the purpose of providing
summary information regarding the Acquisition. We intend to file a more complete
Form 8-K setting forth the information required by Items 1.01, 2.01, 5.01, 8.01
and 9.01 of that Form within the time periods permitted by Form 8-K. In
addition, we issued a press release announcing the Acquisition. offering. A copy
of the press release is filed as an exhibit to this Report.
THE ACQUISITION
Pursuant to the Acquisition Agreement, at closing, stockholders of Sierra
Norte, LLC received 100,000,000 shares of our common stock for a 100% interest
in Sierra Norte, LLC. The consideration issued in the Acquisition was determined
as a result of arm's-length negotiations between the parties.
Immediately following the closing, we sold to a group of investors our
wholly-owned subsidiary, ColorSpec Technologies, Inc, in exchange for an
indemnification of us from liabilities by these investors. The investors assumed
historical ColorSpec operations and its historical liabilities of those
operations. A copy of this agreement is filed as an exhibit to this Report.
Giving effect to the issuance of these new shares, there were a total of
137,265,372 shares of our common stock issued and outstanding after the
Acquisition.
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MANAGEMENT
Pursuant to the Acquisition Agreement, at the closing of the Acquisition,
our board of directors was decreased by the resignations of Philip Robertson and
Gregg Wagner from our board and increased by the appointment of Fred Montano, to
serve until the next annual meeting of stockholders. As a result, we have three
directors: Mr. Montano, Ms. Brophy, and Ms. Kettl. Upon compliance with Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 under that act,
pursuant to the Acquisition Agreement, the board of directors will be increased
to five members, and Jerry Apadoca, Sebastian Ramirez, Matthew Milonas, and Troy
Duran are planned to be appointed to serve as our directors until the next
annual meeting of stockholders. In connection with the appointment of these four
directors, Janet Brophy and Cynthia Kettl, the sole remaining members of our
board of directors before the Acquisition, will resign as directors.
In addition, at the closing of the Acquisition, Ms. Janet Brophy resigned
as President and Chief Executive Officer and Ms. Kettl resigned as Treasurer,
although she remains as Chief Financial Officer.
The board of directors appointed Mr. Fred Montano as Chairman and Chief
Executive and Operating Officer, President and Treasurer, and Ms. Karen Duran,
Secretary.
ACCOUNTING TREATMENT
The Acquisition is being accounted for as a reverse Acquisition, since the
members of Sierra Norte own a majority of the outstanding shares of common stock
of us immediately following the Acquisition. Sierra Norte is deemed to be the
acquiror in the reverse Acquisition and, consequently, the assets and
liabilities and the historical operations that will be reflected in the
financial statements will be those of Sierra Norte and will be recorded at the
historical cost basis of Sierra Norte. We intend to carry on Sierra Norte's
business as a wholly-owned subsidiary.
CORPORATE OFFICE
We have relocated our executive offices to those of 5111 Juan Tabo
Boulevard, NE, Albuquerque, New Mexico 87111. Our new telephone number is (505)
856-6043.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Reorganization,
dated May 20, 2005.
99.1 Press Release issued by PocketSpec
Technologies Inc., May 24, 2005.
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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 hereunto duly authorized.
Date: May 24, 2005 PocketSpec Technologies Inc.
By: /s/ Fred Montano
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Fred Montano (President)