U.S. 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): July 31, 2003
COMMISSION FILE NUMBER: 0-21322
Out Takes, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4363944
- -------------------------------------- -------------------------
(State or jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
1933 Upper Rim Rock Canyon
Laguna Beach, California 92651
(Address of principal executive offices) (Zip Code)
- -------------------------------------- ----------------
Registrant's telephone number: 949-497-7159
3811 Turtle Creek Blvd., Suite 350 , Dallas, Texas 75219
----------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Effective July 31, 2003, pursuant to consent of the majority shareholder of the
company, and a noticed special meeting of shareholders, the shareholders
elected Lance Hall and David Gray to the Board of Directors.
Item 2. Acquisition or Disposition of Assets
Not applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable 1
Item 5. Other Events
Effective July 31, 2003, pursuant to consent of the majority shareholder of the
company, and a noticed special meeting of shareholders, the shareholders
elected Lance Hall and David Gray to the Board of Directors. This resulted in
the Board of Directors being composed as follows:
PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 31, 2003, by: (I) each
current director; each nominee for director, and executive officer of the
Company; (ii) all directors and executive officers as a group; and (iii) each
shareholder who owns more than five percent of the outstanding shares of the
Company's Common Stock. Except as otherwise indicated, the Company believes
each of the persons listed below possesses sole voting and investment power
with respect to the shares indicated.
Name Age Position Shares held
- ---------------- --- --------------------
Lance Hall CEO/CFO/Secretary, Director 0
David Gray Director 0
Photo Corporation Pty Ltd None 15,295,000
Officers and directors
as a Group 0
Lance Hall. Lance Hall is presently a self employed consultant, venture
capitalist and real estate developer, managing mixed use real estate
portfolios, partnerships and syndications, from 1986 to the present time.
Since May, 2003, he has been the Managing Member of Los Alamos Energy, LLC, and
he has been an interest holder in Los Alamos Energy since 1995. Since 1999, he
has served as consultant and financial advisor to Electric Image, Inc., in
Santa Ana, California. From 1987 to the present, he has acted as consultant
and financial advisor to International Food Products, a developer and
distributor of snack and food products. From 1990 through 1995, Mr. Hall was
the President and Chief Executive Officer of American Showcase Homes in Laguna
Beach, California, and from 1995 through 1998, he acted as consultant,
investment banker and Executive Producer for On-Stage Entertainment, Inc. and
Legends In Concert, Inc., Las Vegas, Nevada. He holds a B.S. in Business
(Entrepreneur and New Venture Management) from the University of Southern
California, 1980.
David Gray. David Gray has been the president of Bosphorous Partners, LLC, a
company which handles futures and options trading and project funding, since
1999. From 1998 through 1999, he acted as the Department Head of International
Capital Markets. From 1996 through 1998, he was First Vice President of
Investments of Prudential Securities in Vero Beach, Florida. From 1994 through
1996 he acted as First Vice President of Investments of Paine Webber, in Vero
Beach, Florida. From 1989 through 1994 he was Vice President of Investments of
Prudential Securities in Vero Beach, Florida. From 1986 through 1989, he acted
as Vice President of Investments of Shearson Lehman Bros. Is Atlanta, Georgia.
2
From1980 through 1986, he served as Vice President, Commodities of Clayton
Brokerage Co., in Atlanta, Georgia. Mr. Gray holds a B.S. Finance from the the
Southern Illinois University, and an M.S. Business Administration from Stetson
University, Deland, Florida.
Item 6. Resignations of Registrant's Directors
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: July 31, 2003
Out Takes, Inc.
By: Lance Hall
-----------------------------
Lance Hall, President
In connection with the annual report of Out Takes, Inc. on Form 8K for the
period July 31, 2003, as filed with the Securities and Exchange Commission on
the date hereof, the undersigned certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge:
1. The report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the report fairly presents, in all
material respects, the financial condition and results of the Company.
3
Dated: July 31, 2003 By: Lance Hall
----------------
Lance Hall,
Chief Executive Officer
Dated: July 31, 2003 By: Lance Hall
------------------------
Lance Hall
Chief Financial Officer
4