SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: March 14, 2002
(Date of earliest event reported)
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CORPAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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OKLAHOMA 0-30100 59-2890565
(State or other (Commission File (IRS Identification
jurisdiction of incorporation Number) Number)
or organization)
1800 PEACHTREE STREET
SUITE 620
ATLANTA, GEORGIA 30309
(Address of principal executive offices, zip code)
(404) 365-9799
(Registrant's telephone number, including area code)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 15, 2002, the Corpas Holdings, Inc. conveyed its sole subsidiary,
Corpas Merger, Inc., an Oklahoma corporation, to Robert J. Mottern for $10.
Corpas Merger, Inc. was the successor in interest by merger to Corpas
Investments, Inc. (See Item 5 herein). Mr. Mottern was an officer and
director of Corpas Holdings, Inc. As of September 30, 2001, Corpas Merger,
Inc., f/k/a Corpas Investments, Inc. had total liabilities of $3,188,277,
and negative shareholder equity of ($3,100,014). The Company anticipates
recording a gain from the disposal of assets in the quarter ended March 31,
2002 equal approximately to the negative shareholder equity of Corpas
Merger, Inc. as of March 15, 2002 as a result of the fact that Corpas
Holdings, Inc. will no longer be required to include the accounts of Corpas
Merger, Inc. in its consolidated financial statements after its disposal on
March 15, 2002.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Increase in Authorized Shares.
On March 14, 2002, Corpas Investments, Inc. (the "Company") filed Articles
of Amendment to its Articles of Incorporation to increase the number of
authorized shares to 75,000,000. The number of authorized shares had been
reduced to 333,333 in January as the result of the Company's 1 for 150
reverse split. The Amendment was approved by a the written consent of a
majority of the Company's outstanding shares after circulation of an
Information Statement pursuant to Rule 14c-2.
Reincorporation in Oklahoma.
On March 14, 2002, the Company merged with and into Corpas Oklahoma, Inc.,
an Oklahoma corporation ("Corpas Oklahoma"), which was the survivor in the
merger. Corpas Oklahoma was a wholly-owned subsidiary of the Company prior
to the merger. The merger was effected for the purpose of changing the
Company's state of incorporation from Florida to Oklahoma. The merger was
effected without shareholder approval of either the Company or Corpas
Oklahoma pursuant to Section 607.1104 of the Florida Business Corporation
Act and Section 1083 of the Oklahoma General Corporation Act. The common
stock of Corpas Oklahoma has identical rights, terms and privileges as the
common stock of the Company.
Pursuant to the merger, on the effective date of the merger:
- -- each share of common stock of the Company is entitled to receive one
share of common stock of Corpas Oklahoma,
- -- each option, warrant or other instrument convertible or exchangeable
into shares of common stock of the Company is automatically convertible
into an equivalent number shares of common stock of Corpas Oklahoma.
The effective date of the merger was March 14, 2002, upon the filing of
Articles of Merger with the Florida Secretary of State and a Certificate of
Ownership and Merger with the Oklahoma Secretary of State. All of the
outstanding certificates of the Company representing shares of stock of the
Company shall be deemed for all purposes to evidence ownership of and to
represent the shares of Corpas Oklahoma, as the case may be, into which the
shares of stock of the Company represented by such certificates have been
converted as herein provided and shall be so registered on the books and
records of Corpas Oklahoma and its transfer agent. The registered owner of
any such outstanding certificate shall, until such certificate shall have
been surrendered for transfer or otherwise accounted for to Corpas Oklahoma
or its transfer agent, have and be entitled to exercise any voting and
other rights with respect to, and to receive any dividends and other
distributions upon, the shares of stock of Corpas Oklahoma, as the case may
be, evidenced by such outstanding certificate.
Holding Company Formation.
On March 14, 2002, pursuant to an Agreement and Plan of Reorganization,
Corpas Oklahoma merged with and into Corpas Merger, Inc., an Oklahoma
corporation ("Corpas Merger"), which was the survivor in the merger. Under
the merger, shares of Corpas Oklahoma common stock are entitled to receive
an equivalent number of shares of common stock of Corpas Holdings, Inc., an
Oklahoma corporation ("Holdings"). Prior to the reorganization, Holdings
was a wholly-owned subsidiary of Corpas Oklahoma, and Corpas Merger was a
wholly-owned subsidiary of Holdings. The reorganization was effected for
the purpose of reorganizing Corpas Oklahoma as a holding company, under
which Holdings is now the parent company with the exact same shareholder
base that Corpas Oklahoma had prior to the reorganization. All of the
former assets, liabilities and operations of Corpas Oklahoma are now held
by Corpas Merger by virtue of its position as the successor in interest to
Corpas Oklahoma in the reorganization. The merger was effected without
shareholder approval of either Holdings or Corpas Oklahoma pursuant to
Section 1081(G) of the Oklahoma General Corporation Law. The common stock
of the Corpas Oklahoma has identical rights, terms and privileges as the
common stock of the Company.
Pursuant to the reorganization:
- -- each share of common stock of Corpas Oklahoma became entitled to receive
one share of common stock of Holdings;
- -- each option, warrant or other instrument convertible or exchangeable
into shares of common stock or preferred stock of Corpas Oklahoma
automatically became convertible into an equivalent number shares of
common stock or preferred stock of Holdings.
The effective date of the reorganization was March 14, 2002. All of the
outstanding certificates of Corpas Oklahoma representing shares of stock of
Corpas Oklahoma shall be deemed for all purposes to evidence ownership of
and to represent the shares of Holdings, as the case may be, into which the
shares of stock of Corpas Oklahoma represented by such certificates have
been converted as herein provided and shall be so registered on the books
and records of Holdings and its transfer agent. The registered owner of any
such outstanding certificate shall, until such certificate shall have been
surrendered for transfer or otherwise accounted for to Holdings or its
transfer agent, have and be entitled to exercise any voting and other
rights with respect to, and to receive any dividends and other
distributions upon, the shares of stock of Holdings, as the case may be,
evidenced by such outstanding certificate.
Prior to the reorganization, the Company's common stock traded on the Pink
Sheets under the symbol "CPAS." The Company has applied for a new cusip
number for its common stock, and a new trading symbol, but has not received
either at this time.
Stock Dividend.
On March 15, 2002, Holdings declared a one (1) share stock dividend on its
common stock. The stock dividend will be paid to shareholders of record as
of March 18, 2002 as share certificates are presented for exchange or
transfer. Prior to payment, each outstanding certificate will evidence
that number of shares that the holder has the right to receive pursuant to
the stock dividend.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired: None.
(b) Pro Forma Financial Information: None.
(c) Exhibits:
Regulation
S-B No. Description
2.1 Agreement and Plan of Reorganization filed with the State of
Florida on March 14, 2002
2.2 Agreement and Plan of Merger filed with State of Oklahoma on
March 14, 2002
3.1 Certificate of Incorporation of Corpas Holdings, Inc., an
Oklahoma corporation filed March 14, 2002
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
Pursuant to the requirement 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.
CORPAS HOLDINGS, INC.
(Registrant)
Date: March 18, 2002 By: /s/ Robert J. Mottern
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Robert J. Mottern, Chief Executive
Officer