SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) December 15,
2001
WIRELESS SYNERGIES, INC. (formerly TEXAS E-SOLUTIONS,INC.)
(Name of Small Business issuer in its charter)
NEVADA 000-32229 76-0616474
(State or other jurisdiction of (Commission file No.)
(IRS Employer
incorporation or organization)
Identification No.)
2001 Potomac
Houston, Texas 77057
(Address of principal executive offices including zip code)
(713) 785-6809
(Registrant's telephone number including area code)
Former Name and Address (on Form 8-K filed August 28, 2001)
Texas E-Solutions, Inc.
7720 74th. Drive N.E.
Marysville, WA 98270
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On November 15, 2001, Mr. Jack Chang resigned as a member of the
Board of Directors and as President and CEO of Wireless
Synergies, Inc. (the "Company"). Mr. Chang also tendered all the
common stock he received by virtue of a proposed merger to the
Company as part of the Rescission of the merger.
On December 15, 2001, the entire Board of Directors consisting of
one Director, Mr. Dale Chapman, met and appointed Mr. Ben Hansel
as Chief Executive Officer, President and a Director of Wireless
Synergies, Inc.. Immediately after the meeting Mr. Dale Chapman
resigned from the Board of Directors. Mr. Ben Hansel remains as
the Company's sole Director and will serve as such until the next
regular meeting.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 20, 2001, upon recommendation of its board of
directors, the Company dismissed its certifying accountant,
Manning Elliot Charted Accountants("Manning Elliot"). Manning
Elliot's report on the financial statements for the year ended
June 30, 2001 did not contain an adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that their report
for the year ended June 30, 2001 contained an explanatory
paragraph regarding the substantial doubt about the Company's
ability to continue as a going concern The decision to dismiss
Manning Elliot was approved by the Company's Board of Directors.
During the year ended June 30, 2001 and for the period August 19,
1999 (date of inception) through June 30, 2000, and the
subsequent interim period through December 20, 2001, the Company
has not had any disagreements with Manning Elliot on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure. The Company has
engaged Stefanou & Company LLP ("Stefanou") as its certifying
accountant as of December 20, 2001 for the Company's fiscal year
ending June 30, 2001.
The Company has not consulted Stefanou previously. Manning
Elliot's letter, which is required pursuant to Item 304(a)(3) of
Regulation S-B, is attached.
ITEM 5. OTHER EVENTS
Rescission of Merger.
On August 20, 2001, the Company entered into an "Agreement and
Plan of Share Exchange" with Global-Vision.com., Inc. for the
principal purpose of de3velopment and marketing of certain
wireless technologies. In November 2001,due to adverse market
conditions and lack of consideration, the parties agreed to
rescind their agreement.A copy of the agreement is attached as
exhibit #10.
Wireless Synergies is currently devoting its activities to its
original business plan and possible other business activities.
Change of Address.
Effective December 20, 2001, the Company changed its principal
business address to 2001 Potomac, Houston, Texas 77057. The
Company's new telephone number is (713) 785-6809.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
This information is disclosed in ITEM 1 above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Index of Exhibits
#10 Rescission Agreement(November 8, 2001)
#16 Letter on change in certifying accountant.
SIGNATURES
Pursuant of 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.
Dated: December 24, 2001 Wireless Synergies, Inc.
/s/Ben Hansel
Ben Hansel, President
Exhibit 10
RECISSION AGREEMENT
THIS AGREEMENT is entered into this 8th day of
November, 2001, by and between Wireless Synergies, Inc., formerly
known as Texas E-Solutions, Inc., (hereinafter referred to as
"Wireless") and Global-Vision.com, Inc., (hereinafter referred to
as "GV") and Jack Chang:
WHEREAS, on August 20, 2001, Wireless entered into an
Agreement and Plan of Share Exchange (the "Agreement") with
Global-Vision.com, Inc.; and
WHEREAS, the sole shareholder of GV, Jack Chang,
consented to the Agreement; and
WHEREAS, pursuant to the terms and conditions of the
Agreement entered into on August 20, 2001, Jack Chang caused to
be delivered to Wireless all issued shares of GV; and
WHEREAS, pursuant to the terms and conditions of the
Agreement entered into on August 20, 2001, Wireless delivered to
Jack Chang 7,750,000 shares of Wireless Synergies, Inc.; and
WHEREAS, subsequent to the completion of the terms and
conditions of the Agreement, the parties are unable to reconcile
certain differences which have arisen between the parties; and
WHEREAS, the parties are in agreement that it is in the
best interest of all parties, and the shareholders of the
parties, that the Agreement and Plan of Share Exchange be
rescinded as between and among all parties; and
WHEREAS, all parties are desirous of entering into a
mutual release and hold harmless agreement;
IT IS THEREFORE AGREED AS FOLLOWS:
1. (a) For and in consideration of the mutual releases executed
herein, and other good and valuable consideration of
which the parties acknowledge receipt, Jack Chang shall deliver
to the Law Office of L.Van Stillman,P.A. (The "Exchange Agent")
a share certificate or share certificates totaling 7,750,000 shares
of Wireless Synergies, Inc., duly executed with medallion signature
guarantees, which agent shall hold, pursuant to the terms and
conditions of this Agreement.
(b) Upon the execution of this Agreement, Wireless
shall cause to be
delivered to Jack Chang all issued shares of GV, said shares
being those delivered by Jack Chang to Wireless in exchange for
the 7,750,000 of Wireless shares received, pursuant to the terms
and conditions of the Agreement, which shall be held pursuant to
the terms and conditions of this Agreement.
(c) At such time as the execution of this
agreement, Wireless shall cause the shares of GV to be
immediately delivered to Jack Chang. Upon receipt of the
7,750,000 shares of Wireless from Jack Chang, the exchange agent
shall cause to be delivered to Wireless the share certificate(s)
so delivered.
2. Upon delivery of the shares by the Exchange Agent
to the prospective parties, all rights arising out of, or
obligations required by the parties to comply with the terms and
conditions of the Agreement and Plan of Share Exchange dated
August 20, 2001, shall cease, and the parties hereby agree to
abide by the terms and conditions of this Agreement.
3. (a) MUTUAL RELEASE. By the execution of this
Agreement, all parties hereto agree to release each other party
on their behalf and on behalf of their administrative successors,
and assigns, whether herein named or referred to or not, and do
acquit and by these presence to hereby release, acquit, and
forever discharge the other party, its successors and assigns,
its agents, servants, and employees, its divisions, subdivisions,
and affiliates of and from any and all past, present, and future
claims, counterclaims, demands, actions, causes of action,
liabilities, damages, costs, loss of services, expenses,
compensation, third-party action, suits at law or in equity, of
every nature in description, whether known or unknown, suspected
or unsuspected, foreseen or unforeseen, real or imaginary, actual
or potential, and whether arising at law or in equity, under the
common law, state or federal law, or any other law, or otherwise,
including but not limited to any claims that have been or might
have been asserted as a result of the entry into by the parties
of that certain Agreement and Plan of Share Exchange dated as of
August 20, 2001, between Wireless Synergies, Inc., (formerly
Texas E-Solutions, Inc.) and Global-Vision.com, Inc. And Jack
Chang, as the sole shareholder of Global-Vision.com, Inc. It is
the intention of the parties hereto to affect a full and final
general release of all such claims. It is expressly understood
and agreed that this release and Agreement is intended to cover,
and does cover, not only all known injuries, losses and damages,
but any future injuries, losses and damages, not now known or
anticipated, buy which may later develop or be discovered,
including all of the affects and consequences thereof.
(b) The parties declare that they understand,
covenant and agree that they will not make any claims or demands,
or file any legal proceedings against any other party, or join
any other party, do any claim, demand or legal proceeding, or
shall the parties proceed against any other party, person, firm
or corporation on the claims described above, except as is
necessary in order to enforce the terms and conditions of this
Agreement.
4. In addition to the delivery of the shares as set
forth above, Jack Chang shall deliver, within 5 business days, a
letter of resignation from the Board of Directors and from any
office that Jack Chang shall hold in Wireless Synergies, Inc.
5. It is understood and agreed that the duties of the
Exchange Agent are purely ministerial in nature, and that:
5.1 The Exchange Agent shall all parties immediately
upon receipt of the shares to be delivered, as provided for in
this Agreement.
5.2 The Exchange Agent shall not be responsible for or
be required to enforce any of the terms or conditions of any
agreement between the parties or any other party nor shall the
Exchange Agent be responsible for the performance by the parties
of their respective obligations under this Agreement.
5.3 The Exchange Agent shall be entitled to rely upon
the accuracy, act in reliance upon the contents, and assume the
genuineness of any notice, instruction, certificate, signature,
instrument or other document which is given to the Exchange Agent
pursuant to this Agreement without the necessity of the Exchange
Agent verifying the truth or accuracy thereof. The Exchange
Agent shall not be obligated to make any inquiry as to the
authority, capacity, existence or identify of any person
purporting to give any such notice or instructions or to execute
any such certificate, instrument, or other document.
5.4 If the Exchange Agent is uncertain as to its duties
or rights hereunder or shall receive instructions with respect to
shares to be held, or which are held by the Exchange Agent, which
are in conflict either with other instructions received by it or
with any provision of this Agreement, it shall be entitled to
hold all Shares pending the resolution of such uncertainty to the
Exchange Agent's sole satisfaction, by final judgment of a court
or courts of competent jurisdiction or otherwise; or the Exchange
Agent, at its sole option, may deposit the Shares with the Clerk
of a court of competent jurisdiction in a proceeding to which all
parties in interest are joined. Upon the deposit by the Exchange
Agent of the Shares with the Clerk of any court, the Exchange
Agent shall be relieved of all further obligations and released
from all liability hereunder.
5.5 The Exchange Agent shall not be liable for any
action taken or omitted hereunder, or for the misconduct of any
employee, agent or attorney appointed by it, except in the case
of willful misconduct or gross negligence. The Exchange Agent
shall be entitled to consult with counsel of its own choosing and
shall not be liable for any action taken, suffered or omitted by
it in accordance with the advice of such counsel.
6. Any notice, request, demand, or any other
communication required or permitted hereunder, shall be deemed to
be properly given when deposited in the United States Mail,
postage prepaid, or deposited with a recognized courier service.
7. This instrument contains all of the agreements,
understandings, representations, conditions, warranties and
covenants made between the parties hereto. Unless set forth
herein, neither party shall be liable for any representations
made and all modifications and amendments hereto must be in
writing.
8. Controlling Law. The validity, interpretation
and performance of this Agreement shall be controlled by and
construed under the laws of the Stat of Nevada. Venue for
any action brought to enforce the terms and conditions of
this Agreement shall only be brought in the Courts, whether
State or Federal, in the State of Nevada.
THIS AGREEMENT, being executed on the 8th day of November, 2001.
______________________________
Wireless Synergies, Inc.
By:___________________________
Title:________________________
______________________________
/s/Jack Chang
Jack Chang
______________________________
Global-Vision.com, Inc.
By:___________________________
Title:________________________
Exhibit #16
MANNING ELLIOTT
Chartered Accountants
11th. Floor, 1050 West Pender St.
Vancouver, BC Canada V6E 3S7
December 24, 2001
Securities and Exchange Commission
Washington, DC 20549
Re: Wireless Synergies, Inc. (formerly Texas E-Solutions, Inc.)
File No. 000-32229
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Wireless Synergies,
Inc., dated December 24, 2001, and agree with the statements
contained therein.
/s/ Manning Elliott
Manning Elliott