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): September 25, 2003
COMMISSION FILE NUMBER: 333-56604
Ameridream Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
California 91-2090516
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(State or jurisdiction of incorporation (I.R.S. Employer I.D. No.)
or organization
629 State Street, Suite 217
Santa Barbara, California 93101
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number: (805)899-1299
79811 "A" Country Club Drive, Bermuda Dunes, California 92201
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not applicable
Item 2. Acquisition or Disposition of Assets
Not applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
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Not Applicable
Item 5. Other Events
Pursuant to a duly noticed special shareholders' meeting held on April 21, 2003
at 3:00 p.m., at which 16,631,200 shares were represented in person and by
proxy, the company affirmed the appointment of Nina Gotova as the sole
director, and authorized an amendment to its articles of incorporation to
change the name of the company to Soleil Film and Television, Inc., and to
reverse split the common stock capital of the company one for every ten shares
issued and outstanding. The board of directors has decided that the Company
will not implement the reverse split of share capital, but that it will proceed
with the name change approved by the shareholders. Attached to this report as
an Exhibit is a copy of the new form of Certificate of Amendment to the
Articles of Incorporation that will be filed with the California Secretary of
State.
The controversy over the controlling shares of the Company has been resolved by
the settlement of the action of Modern Health Care Holdings, Ltd. v. Addax
Entertainment, Inc., Ameridream International, Inc., and Lang Elliot, pending
before the United States District Court for the Central District of California,
Case No. EDCV 03-0241 VAP (SGLx). The terms of the settlement include the
restitution of approximately 15 million shares to Modern Health Care Holdings,
Ltd.and mutual releases of claims by all parties, and a dismissal of the
lawsuit with prejudice.
Item 6. Resignations of Registrant's Directors
Not applicable
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits.
There are attached hereto the following exhibits:
Exhibit 1. Settlement Agreement and Release
Exhibit 2. Certificate of Amendment to Articles of Incorporation
Item 8. Change in Fiscal Year
Not applicable
Item 9. Regulation FD Disclosure
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Not applicable
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
Not applicable
Item 11. Temporary Suspensions of Trading Under Registrant's Employee Benefit
Plans
Not applicable
Item 12. Results of Operations and Financial Condition
Not applicable
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: September 3, 2003
Ameridream Entertainment, Inc.
By: Nina Gotova
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Nina Gotova, President
In connection with the annual report of Ameridream Entertainment, Inc. on Form
8K for the period September 3, 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.
Dated: October 4, 2003 By: Nina Gotova
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Nina Gotova,
Chief Executive Officer
Dated: October 4, 2003 By: Nina Gotova
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Nina Gotova,
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Chief Financial Officer
Exhibit 1. Settlement Agreement and Release
SETTLEMENT AGREEMENT
AND RELEASE
This SETTLEMENT AGREEMENT and RELEASE ("Agreement") is effective as of the day
of September 2003, among the MODERN HEALTH CARE HOLDINGS, LTD., a British
Virgin Islands corporation ("MHC") by KENNETH G. EADE, its authorized
signatory, on the one hand, and ADDAX ENTERTAINMENT, A Nevada corporation
("ADDAX") by Lang Elliott, its authorized signatory, AMERIDREAM INTERNTAIONAL,
INC., a Nevada corporation formerly known as AMERIDREAM ENTERTAINMENT, INC., a
California corporation, formerly known as Mc Smoothie's, Inc., ("AMERIDREAM"),
by Lang Elliott, its authorized signatory, and LANG ELLIOTT, an individual,
("MR. ELLIOTT"), and STRATEGIC CONSULTANTS INTERNATIONAL, INC., a Nevada
corporation ("SCI"). (MHC is sometimes referenced herein as Plaintiff.) (ADDAX,
AMERIDREAM, and MR. ELLIOTT are sometimes referenced herein collectively as
"Settling Defendants".) (MHC, ADDAX, AMERIDREAM, and MR. ELLIOTT.)
WHEREAS:
1. On or about January 10, 2003 Plaintiff commenced a lawsuit against Settling
Defendants (with the exception of SCI, who was not sued) in the Superior Court
of the State of California, for the County of Riverside, captioned Modern
Health Care Holdings, Ltd. vs. Addax Entertainment, Inc., a Nevada corporation,
AMERIDREAM INTERNATIONAL DISTRIBUTION, INC., a Nevada corporation, Lang
Elliott, and DOES 1 through 10 inclusive, Case No. INC033467 ("Action"), which
sets forth the following causes of action: 1) Breach of Contract; 2) Promissory
Note; 3) Recission and Restitution; 4) Conversion; 5)Imposition of Constructive
Trust and Claim and Delivery; and 6) Alter Ego, alleging, generally, that
Defendants misappropriated controlling interest of Plaintiff's corporation.
2. Following discussions among counsel for the Parties, Plaintiff and Settling
Defendants agreed to settle the Action in order to forever resolve all claims
based upon, arising out of, or related to the subject matter of the Action and
Cross-Action; and 3) Plaintiff acknowledges that Settling Defendants each deny
any wrongdoing and disclaim all liability. Settling Defendants acknowledge that
Plaintiff denies any wrongdoing and disclaims all liability.
NOW, THERFORE, in acknowledgment of the recitals set forth above, in
consideration of the mutual promises herein contained, and in settlement of all
claims and causes of action based upon, arising out of, or related to the
allegations set forth in the Action, the Plaintiffs and Settling Defendants
agree as follows:
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4. The Plaintiffs and Settling Defendants will promptly file a Notice of
Settlement and Stipulation for Dismissal with prejudice ("Request for
Dismissal") in the form attached hereto as "Exhibit A". Plaintiff, accordingly,
agrees not to appeal said Order.
5. Plaintiff and Defendants agree to unwind, cancel and rescind the
Acquisition Agreement between Mc Smoothie's, Inc., Modern Health Care Holdings,
Ltd., and Ameridream Entertainment, Inc., dated May 8, 2002, without prejudice
to either party, and each party is to restore to the other any and all
consideration the party received as a benefit of that agreement. In order to
effectuate restitution, Settling Defendants shall deliver the original
certificates numbers 1033, in the name of Addax Entertainment, Inc., in the
amount of 9,300,000 shares and 1032, in the name of Lang Elliott, in the amount
of 5,750,000 shares, along with duly executed stock powers and third party
release forms for each such certificate, with signatures thereon guaranteed by
bank medallion, to Plaintiff, through Plaintiff's counsel, Kenneth g. Eade, at
629 State Street, Suite 217, Santa Barbara, California 93101 within ten (10)
days of Plaintiff's filing the Request for Dismissal.
Further, it is understood and agreed that any and all assets and liabilities of
both Plaintiff and Defendants, prior to the sale of McSmoothies, Inc.,
including the corporate name(s), likeness, trademarks, copyrights, typestyle,
etc., will return to each of the respective parties, including but not limited
to the trade names AMERIDREAM ENTERTAINMENT, INC., and AmeriDream International
Distribution, Inc It is further acknowledged by both Plaintiff and Defendants
that AmeriDream's public shareholders were recently given the opportunity by
Defendants to exchange the stock which they each own into stock of another,
unrelated corporation.
It is further agreed that Defendants will no longer be responsible to report to
those shareholders remaining with AMERIDREAM ENTERTAINMENT, INC., a California
corporation, formerly known as Mc Smoothie's, Inc., and McSmoothies, upon
signing this agreement, accepts and agrees to these terms and accepts any and
all responsibility to report to said shareholders, and will so notify them in
writing within 30 days after execution of this agreement as to the terms
contained herein. Plaintiff further acknowledges that defendants, and each of
them, are not responsible for any of the filings made with the Securities and
Exchange Commission in the name of Ameridream Entertainment, Inc. from April
10, 2003 to the present date.
6. Plaintiff will use its own books and records of McSmoothies and make the
necessary entries pertaining to the above referenced shareholders who chose to
stay with McSmoothies (formally AMERIDREAM ENTERTAINMENT, INC., a California
corporation, formerly known as Mc Smoothie's, Inc.). Defendants will turn over
whatever books and records that are in defendants' possession, or copies
thereof, as a condition of the filing of the request for dismissal.
7. Plaintiff and Settling Defendants agree to waive all claims to their
attorney's fees and costs with respect to each other.
8. Except for any obligation created by this Agreement, Plaintiff on its own
behalf and on behalf of its trustees, agents, servants, employees, independent
contractors, assigns, successors, heirs, executors, administrators, and legal
representatives, hereby release and forever discharge Settling Defendants, and
their respective agents, servants, officers, directors, employees,
shareholders, assigns, successors, heirs, executors, administrators, related
entities (including parent, subsidiary and affiliated companies) and
legal representatives from and against any and all liability, claims, demands,
damages, losses, actions, causes of action or suits of whatever kind or nature,
to date hereof relating to the subject matter of the Action.
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9. Except for any obligation created by this Agreement, Settling Defendants, on
their behalf and on behalf of their respective agents, servants, employees,
assigns, successors, predecessors, heirs, executors, administrators, related
entities (including parent, subsidiary and affiliated companies) and legal
representatives, hereby release and forever discharge Plaintiff and its board
members, shareholders, trustees, agents, servants, employees, assigns,
successors, heirs, executors, administrators, attorneys and legal
representatives of and from any liability, claims, demands, damages, losses,
actions, causes of action or suits, of whatever kind or nature to date hereof
relating to the subject matter of the Action.
10. This Agreement constitutes a single, integrated written contract expressing
the entire agreement of the parties. No covenants, agreements, representations,
or warranties of any kind whatsoever, whether express or implied in law or
fact, have been made by any party to this Agreement, except as specifically set
forth in this Agreement. All prior and contemporaneous discussions and
negotiations have been and are merged and integrated into, and are superseded
by, this Agreement.
11. No modification, amendment or waiver of any of the provisions contained in
this Agreement, or any future representations, promise, or condition in
connection with the subject matter of this Agreement, shall be binding upon any
party to this Agreement unless made in writing and signed by such party or by a
duly authorized officer or agent of such party.
12. In the event that any provision of this Agreement should be held to be
void, voidable, unlawful or for any reason unenforceable, the remaining
provisions or portions of this Agreement shall remain in full force and effect.
13. Each Party warrants and represents that it has the full right and authority
to enter into and perform the terms of this Agreement and to grant all rights
and releases granted by it in this Agreement.
14. Each of the Parties to this Agreement further represents, warrants,
and agrees as follows:
a. Each of the Parties has received prior independent legal advice from legal
counsel of his, or its, choice with respect to the advisability of making the
settlement provided for in this Agreement and with respect to the advisability
of executing this Agreement.
b. Each of the Parties has read the Agreement carefully, knows and understands
the contents of this Agreement, and has made such investigation of the facts
pertaining to settlement and this Agreement and of all matters pertaining to
this Agreement as Plaintiffs and Settling Defendants deem necessary or
desirable.
c. The Parties agree and acknowledge that this Agreement represents the entire
understanding between them, and that no promises or representations of any kind
other than as set forth herein have been made by, or on behalf of, the Parties
to one another. Each Party, and each Party's attorney, specifically agrees
that, in entering into this Agreement, it, or they have not relied on any
representation or opinion of fact, law or otherwise, made by another Party or
attorney, other than the representations set forth in writing herein, if any.
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d. The terms of this Agreement are contractual, not a mere recital, and are the
result of negotiations between the Parties.
e. Each Party agrees that such Party will not take any action that would
interfere with the performance of this Agreement by any of the Parties to this
Agreement or that would adversely affect the rights provided for in this
Agreement.
f. The corporate employees and the trustees reviewing and executing the
Agreement have been duly authorized and empowered by their respective
corporations or trusts, as the case may be, to do so.
g. Each party is the owner of and has not assigned any of the claims released
herein by that party.
h. Whenever the context so requires, the masculine gender shall include the
feminine or neuter gender, and singular number shall include the plural number,
and vice versa.
i. The Parties explicitly acknowledge and covenant that this Agreement
represents a settlement and compromise of disputed rights, claims and defenses,
and that, by entering into this Agreement, no Party to this Agreement admits or
acknowledges the existence of facts which would impact negatively on the
resolution of the Party's pleadings, if any, and no party admits or
acknowledges any liability, wrongdoing or negligence, all such liability,
wrongdoing or negligence being expressly denied. No provision of this
Agreement, or of any related document, shall be construed as an admission or
concession of liability, any wrongdoing, negligence or of any preexisting
liability. Moreover, the Parties acknowledge explicitly that neither the
conduct of, nor statements made during, the negotiations, nor the settlement
nor the resolution of this matter will in any way make it more likely that any
party hereto would testify in any subsequent proceeding in a manner favorable
or unfavorable to the interests of the other Party.
15. This Settlement Agreement may be executed in any number of counterparts,
including facsimile copies, all of which taken together shall constitute one
Agreement, and any party hereto may execute this Settlement Agreement by
signing any such counterpart.
16. It is further agreed that Plaintiff's attorney, Kenneth G. Eade, as an
individual, shareholder, client representative, associate, will also be a
personal party to signing this agreement, and will act accordingly per all
terms set forth and contained within the Settlement Agreement. Furthermore,
with Mr. Eade agrees not to use any confidential information he may have had
access to while representing Ameridream Entertainment, Inc., a California
Corporation, formerly known as Mc Smoothie's, and does not have and will not
use or disclose any confidential, corporate or personal information pertaining
to Defendants, which is protected by the Attorney-Client Privilege, and does
not have and will not use or disclose to any party investor or shareholder
lists for AMERIDREAM INTERNATIONAL DISTRIBUTION, INC., a Nevada corporation,
formerly known as Ameridream Entertainment, Inc., Addax Entertainment, Inc.,
The Prize Fighter Partners, Inc., CAGE LTD. and The Private Eyes Partners,Inc.
17. This Settlement Agreement and each and every term hereof, shall be
construed in accordance with the laws of the State of California.
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18. A dispute (including but not limited to allegations of breach of
this Agreement) not involving one or more parties to this Agreement
("Non-Involved Party(ies)") shall have no effect whatsoever on the binding
nature of, or enforceability of, this Agreement as to the Non-Involved
Party(ies). In the event of a dispute between any Parties arising out of this
Agreement, or relating to its interpretation or enforcement, the prevailing
Party shall be entitled to his or its reasonable attorney's fees and costs.
22. Immediately upon executing this agreement, Plaintiff agrees to
cause to have any and all 'name' references to AMERIDREAM ENTERTAINMENT, INC.,
a California corporation, formerly known as Mc Smoothie's, Inc., removed from
the stock exchange and with all governing and reporting agencies such as the
SEC (including the Pink Sheets), and also cause to have changed the current
personal, corporate officers, directors, attorney(s), telephone numbers,
addresses, faxes, e-mails, etc. and any and all other related information.
Defendants shall change the information on the AmeriDreamentertaiment.com web
site with the purpose of eliminating confusion in the minds of the public as to
the fact that these two companies are not related.
23. It is further agreed that Plaintiff will cause to immediately
have both the CUSIP Number and AMDR Stock Symbol changed and issue all
notifications related to this issue.
24. Any and all communications or notices related to this Agreement
shall be sent via facsimile and first class mail as directed below.
25. Plaintiff agrees to indemnify defendants, and each of them, from
liability arising from any actions taken by the company or its
representatives subsequent to the date of this settlement agreement.
26. MHC expressly assumes liability for any balance owing to DTC or
the posting of notices related to any of the Parties.
27. MHC and Md. Eade acknowledge that neither Mr. Elliott nor any of the
settling Defendants were responsible for any SEC filings from November 2002 to
present.
Modern Health Care Holdings, Inc.
c/o Keneth G. Eade, Esq.
629 State Street
Suite 217
Santa Barbara, CA
Fax No. 805-560-3608
Keneth G. Eade, Esq.
629 State Street
Suite 217
Santa Barbara, CA
Fax No. 805-560-3608
Addax Entertainment, Inc.
c/o Thomas A. Brackey II, Esq.
FREUND BRACKEY & BLAKELY LLP
427 North Camden Drive
Beverly Hills, CA 90210
Fax No. 310-247-2190
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AMERIDREAM INTERNATIONAL DISTRIBUTION, INC.
c/o Thomas A. Brackey II, Esq.
FREUND BRACKEY & BLAKELY LLP
427 North Camden Drive
Beverly Hills, CA 90210
Fax No. 310-247-2190
Lang Elliott
c/o Thomas A. Brackey II, Esq.
FREUND BRACKEY & BLAKELY LLP
427 North Camden Drive
Beverly Hills, CA 90210
Fax No. 310-247-2190
Exhibit 2. Certificate of Amendment to Articles of Incorporation of Ameridream
Entertainment, Inc.
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
AMERI-DREAM ENTERTAINMENT, INC.
A California corporation
The undersigned hereby certifies as follows:
ONE: That they are the President and Secretary, respectively, of
AMERI-DREAM ENTERTAINMENT, INC., a California corporation.
TWO: That, at a meeting of the Board of Directors on April 21, 2003, as
authorized by its shareholders, the Corporation approved the amendment of its
articles of incorporation by adopting the following resolution:
RESOLVED, that Article First and Fifth of the Articles of Incorporation are
hereby amended to read as follows:
"FIRST: The name of this corporation is:
SOLEIL FILM AND TELEVISION, INC."
THREE: This amendment was approved by the required vote of shareholders in
accordance with the corporations law of the state of California. This amendment
was approved by the Board of Directors in accordance with the corporations law
of the state of California. The total amount of outstanding shares is Twenty
Eight Million Eight Hundred Twenty-One Thousand Eight Hundred (28,821,800). The
total number of outstanding shares entitled to vote for the amendment is: Eight
Million Eight Hundred Twenty-One Thousand Eight Hundred Thousand Eight Hundred
(28,821,800). The number of shares voting for the amendment equaled or exceeded
the vote required; that being over fifty percent (50%). No Preferred shares of
stock have been issued.
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The number of shares voting for the amendment was Sixteen Million Six Hundred
Eleven Thousand (16,611,000) shares, equaling 57.63% of all shares entitled to
vote.
Dated: September 3, 2003
NINA GOTOVA
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NINA GOTOVA, PRESIDENT
Dated: September 3, 2003
NINA GOTOVA
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NINA GOTOVA, SECRETARY
I, the undersigned, hereby declare, under penalty of perjury, in accordance
with the laws of the State of California, that I am the President and Secretary
of the above-referenced corporation, that we executed the above-referenced
Certificate of Amendment to Articles of Incorporation, that we have personal
knowledge of the information contained therein, and that the information
contained therein is true and correct.
Dated: September 3, 2003
NINA GOTOVA
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NINA GOTOVA, PRESIDENT
Dated: September 3, 2003
NINA GOTOVA
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NINA GOTOVA, SECRETARY
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