UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
SEPTEMBER 30, 2003
(Date of earliest event reported)
ROYAL HOLIDAY MOBILE ESTATES
(Name of Small Business in its Charter)
NEVADA Commission File No. 0-17462 88-0409168
(State of incorporation) (I.R.S. Employer
Number)
14284 Point Reyes St., Fontana, CA 92336
(Address of Principal Executive Officers)
Registrant's telephone (New) (909)574-6470; Fax number (714) 536-3169
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Description of the Transaction Resulting in a Change in Control
On or about September 19, 2003, Registrant entered into a Stock Purchase
Agreement, dated September 8, 2003 ( the"Stock Transfer and Exchange
Agreement", with the majority shareholders of Spartan Tours Inc., a Canadian
Corporation. The Transferors own 600 shares of Class A Common Stock and 45,000
shares of Class D Preferred Stock, which constitutes 100% of the issued and
outstanding capital stock of Spartan.
Pursuant to the Stock Transfer and Exchange Agreement, Registrant issued
2,196,206 shares of its common stock ( 144 legend) to Sarantos Maltezos, 3,000
shares of common stock to Nicholas Polyzos, and 6,000 shares of common stock to
Para Orpnance in exchange for their 100% position of Spartan Tours. In
addition to the stock issued to the above, 349,204 restricted 144 common shares
of stock were issued to Osatron Holdings, Ltd as part of the closing
transaction. The transaction closed effective September 30, 2003 upon the
issuance of the common stock.
As a result of the acquisition of Spartan Tours, Inc., Registrant
underwent a change in control. Registrant issued 2,554,410 shares of common
stock, collectively, to the former owners of Spartan Tours, Inc. and their
agents, which brought Registrant's total outstanding and issued shares to
3,775,410 shares of common stock. The beneficial owner of 2,196,206 shares
are under the control of Mr. Sarantos Maltezos, who will be assuming the new
position of President/CEO effective November 1, 2003, bringing the background
and stability necessary to bring revenue to the Company. As a result, the
former owners of Spartan Tours, Inc., became the owners of 67.56% of the total
issued and outstanding shares of common stock.
As a result of this transaction the two prior directors, Mr. Hector A.
Veron and Mr. R.B.Harris, were each issued 50,000 shares of restricted 144
common stock. The stock of these two directors and the stock issued to the
agents, Osatron Holdings, shall not be subject to dilution without consent.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 2003 the Company finalized its pending acquisition of Spartan
Tours, Inc, a Canadian corporation, under a stock purchase agreement. The
acquisition brings the Company the full book and revenue generated by Spartan
Tours, Inc., along with their future expansion plans. The shares issued to the
former owners of Spartan Tours, Inc., were issued in reliance upon exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended ("Act"), on the basis that the transaction did not involve a public
offering. The shares of stock issued in the transaction have not been
registered for sale under the Act. All the certificates evidencing the shares
of stock issued by the Company bear a customary form of investment legend
(144) and may not be sold, pledged, hypothecated or otherwise transferred
unless first registered under the Act or pursuant to an available exemption
from such registration requirements.
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
1. The directors have unanimously agreed to add Mr. Sarantos Maltezos to the
Board of directors. Mr. Sarantos will additionally assume the position of
President/ CEO effective November 1, 2003. Upon accepting the position of
President/CEO, the current President/CEO, Mr. Hector A. Veron, will step down
and take the position of Vice President/ Director and shall continue to assist
the company with future development.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
Spartan Tours, Inc., was a privately held company that did not produce audited
financial statements. Our independent auditor is currently working on a review
and audit of the financial statements of Spartan Tours, Inc. for the periods
ending December 31, 2001 and December 31, 2002, and will be filed as an
amendment to this report within sixty (60) days from this filing.
(b) Pro Forma Financial Information
Registrant will file pro forma condensed financial information required
pursuant to this item as an amendment to this report within sixty (60) days of
this filing.
(c) Exhibits
2.1. Stock Transfer and Exchange Agreement, dated September 8, 2003, by and
between Royal Holiday Mobile Estates, and Spartan Tours, Inc.*
* To be filed by amendment
SIGNATURE PAGE FOLLOWS
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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.
October 14, 2003 ROYAL HOLIDAY MOBILE ESTATES
(Registrant)
By: /s/ Hector A. Veron /s/ R.B. Harris
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Hector A. Veron R.B. Harris
President/ CEO/Director Director
/s/ Sarantos Maltezos
----------------------
Sarantos Maltezos
Director
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