U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 11, 2001
TotalSeek.Com, Inc.
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(Exact Name of registrant as specified in its Charter)
Delaware 0-33147 23-3074323
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
1422 Chestnut Street, Suite #410, Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (215) 569-9176
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Urag Corp.
1490 Blue Jay Circle
Weston, FL 33327
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(Registrant's former name and address)
Item 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Pursuant to an Agreement and Plan of Reorganization
("Agreement" or "Reorganization") effective September 6, 2001,
TotalSeek.com, Inc. ("TotalSeek"), a Delaware corporation, acquired
5,000,000 restricted common shares (the "Shares") of Urag Corp.
("Urag"), a Delaware corporation, representing all of the
outstanding shares of common stock of Urag, from its sole
shareholder Joren LLC ("Joren") in a private purchase transaction.
The purchase price for the Shares was $8,000, which was paid through
the delivery by TotalSeek of its promissory note, written in favor
of Joren. As a result of the Reorganization, Urag became a wholly
owned subsidiary of TotalSeek. The Reorganization was approved by
the board of directors of TotalSeek and Urag on September 6, 2001.
Prior to the reorganization, TotalSeek had 12,750,000 common shares
issued and outstanding. Following the reorganization, TotalSeek has
12,751,000 common shares issued and outstanding.
In accordance with the terms of the Agreement and Plan of
Reorganization, TotalSeek further remunerated Joren, with the sum of
one thousand (1,000) restricted shares of common stock in TotalSeek.
Upon effectiveness of the Agreement and Plan of Reorganization,
pursuant to Rule 12g-3(a) of the General Rules and Regulations of
the Securities and Exchange Commission, TotalSeek became the
successor issuer to Urag for reporting purposes under the Securities
Exchange of 1934, as amended. The officers, directors and By-laws
of TotalSeek continued without changes as the officers, directors
and By-laws of the successor issuer. See Item 5. "Other Events" in
this report.
A copy of the Agreement and Plan of Reorganization is filed as
an Exhibit to this Form 8-K Report and is incorporated into this
report.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) Effective September 6, 2001 TotalSeek acquired 5,000,000
restricted common shares of Urag from its sole shareholder Joren
making Urag a wholly owned subsidiary of TotalSeek.
In evaluating TotalSeek as a candidate for the business
combination, Urag used criteria such as the value of the assets of
TotalSeek, particularly its management and anticipated operations.
Urag determined that the consideration for the business combination
was reasonable. In evaluating Urag as a candidate for the proposed
business combination, TotalSeek used Urag's status as a reporting
company, its lack of operating history and lack of potential related
liabilities. TotalSeek determined that the consideration for the
business combination was reasonable.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT.
Not applicable.
Item 5. OTHER EVENTS.
(a) Successor Issuer Election. In accordance with Rule
12g-3(a) of the General Rules and Regulations of the Securities and
Exchange Commission, TotalSeek became the successor issuer to Urag
for reporting purposes under the Securities Exchange Act of 1934 and
elects to report under the Act.
(b) TotalSeek.com, Inc., was incorporated in the State of
Delaware on February 20, 2001. (See Exhibit 3.1)
Item 6. RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS.
Effective September 6, 2001, Alfred Arberman, the sole
director and officer of Urag, resigned and appointed William Tay to
fill his director and officer positions.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
Not applicable.
(b) Pro Forma financial information.
Not applicable.
(c) Index to Exhibits.
Exhibit Number Description
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(2.0) Agreement and Plan of Reorganization
(3.1) Articles of Incorporation of
TotalSeek.com, Inc.
(3.2) By-Laws of TotalSeek.com, Inc.
Item 8. CHANGES IN FISCAL YEAR.
The successor issuer registrant's fiscal year ends December 31.
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.
TotalSeek.com, Inc.
Dated: September 11, 2001
By: /s/ William Tay
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William Tay
Title: President and Chief
Executive Officer