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): December 16, 2002
Summit National Consolidation Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-26111 76-0544385
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2650 Countryside Blvd., Unit C-206 33761
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 727-542-0700
N/A
(Former name or former address, if changed since last report)
Item 1. Summit National Consolidation Group Subsidiary Interlabs Announce A
Change Of Control Of Summit.
Earlier this year, on April 10, 2002, Summit National Consolidation Group, Inc.,
a Delaware corporation (the "Company"), completed its acquisition of Interlabs,
Inc. (II) ("Interlabs"), a Nevada corporation pursuant to a stock purchase
agreement. Interlabs was created and solely owned by Mario Quenneville to
manufacture and market organic, non-toxic revolutionary products using
Biosolvant and other secret formulas developed by Mr. Quenneville. In the
acquisition, the Company purchased 100% of the common stock of Interlabs from
Mr. Quenneville who received shares of common stock of the Company in exchange.
An aggregate of thirty-three million (33,000,000) shares of SEC Rule 144
restricted shares of the Company's common stock were issued to Mr. Quenneville
pursuant to the stock purchase agreement. The shares of the Company's common
stock were issued pursuant to an exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act"). As a result, all of
the shares of the Company's common stock issued in connection with the purchase
are subject to restrictions on transfer under applicable provisions of the
securities laws and carry a legend reflecting such restrictions.
As a result of this transaction, Mr. Quenneville owns approximately sixty- five
percent (65%) of all the voted securities of the Company. (Formerly reported on
previous 8-K filed by Walter Davis CEO).
On August 11 and August 13, Walter Davis notified the company that his
resignation was imminent within days as well as his other board members.
On August 15,2002, a meeting was called to take action by shareholders holding
more than 51% of all the voting securities (Article 3 item 9; Directors may be
removed without cause only by a vote of the stockholders) in the SMNC'S company
bi-laws. The action taken by the majority shareholders was to remove the
existing board members, rejecting unauthorized issuance of stocks of the company
and moving main office to Florida and electing a new board of directors.
A new board of Directors was elected and the new board of directors consists of:
Mario Quenneville, President and CEO, Michael Ciaramello, V.P. Public relation,
Frank Ciaramello, V-P manufacturing AND Laurie Quenneville Secretary.
The elimination of the need for a special meeting of shareholders to approve and
ratify the Action is authorized by Section 228 of the Delaware Corporation Laws
(the "Delaware Law") which provides that the written consent of the holders of
outstanding shares of voting capital stock, having not less than the minimum
number of votes which would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted, may
be substituted for such a special meeting. Pursuant to Section 242 of the
Delaware Law, a majority of the outstanding shares of voting capital stock
entitled to vote thereon is required in order to approve and ratify the Action.
In order to eliminate the costs and management time involved in holding a
special meeting and in order to effect the Action as early as possible in order
to accomplish the purposes of the Company as hereinafter described, the majority
of the voting shares of the Company voted to utilize the written consent of the
holder of a majority in interest of the Voting Capital Stock of the Company.
Mario Quenneville group and Optima's group who beneficially owns more than 51%
of all the outstanding Voting Capital Stock of the Company entitled to vote on
the Action, gave their written consent to the Action described above and signed
a waiver of notice on August 15,2002. The written consent became effective on
August 15, 2002, the date on which their written consent was filed with the
Secretary of the Company. The date on which this Information Statement was first
sent to the shareholders is on or about August 13, 2002. The record date
established by the Company for purposes of determining the number of outstanding
shares of Voting Capital Stock of the Company is April 10, 2002 as previously
filed by Walter Davis May 25, 2002(the "Record Date"). In order to reach all
shareholders, the change of management was posted for 90 days on Summit
subsidiary web site superwipes.com and was posted on most of the financial sites
and sent to the News Wire.
Pursuant to Section 228 of the Delaware Law, the Company is required to provide
prompt notice of the taking of the corporate action without a meeting to
shareholders who have not consented in writing to such action. Inasmuch as the
SMNC will have provided to its shareholders of record this Information
Statement, the Company will notify its shareholders at the time of distribution
of its next Quarterly Report on Form 10-QSB of the effective date of the Action.
No additional action will be undertaken pursuant to such written consents, and
no dissenters' rights under the Delaware Law are afforded to the Company's
shareholders as a result of the adoption and ratification of the Action. On
August 27, 2002 a copy of the action was sent and published by the News Wire
Services.
Item 6. Resignations of Registrant's Directors.
Previous resignation: On July 21, 2002, Mario Quenneville COO resigned from
Walter Davis's board of directors because of a disagreement with the management
to matters relating to the registrant's operations, policies or practices and
Mario Quenneville has furnished the registrant with a letter describing such
disagreement and requesting that the matter be disclosed. A newsletter was
posted on the Internet at the company's website and many other websites from
July 26 to August 14, 2002 to inform all shareholders.
Item 7.
Exhibits Description
- -------- -----------
17 Letter Regarding Director Resignation
99.01 Consent Resolutions Of Shareholders Of Summit National Consolidation
Group, Inc.
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: December 16, 2002 Summit National Consolidation Group, Inc.
(Registrant)
/s/ Mario Quenneville
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Mario Quenneville
President and CEO