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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 25, 2002
CAVALCADE OF SPORTS MEDIA, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-31048 33-0766069
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(State or other jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.
12268 Via Latina, Del Mar, California 92914
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(Address of principal executive offices (Zip Code)
Registrant's Telephone Number, including area code: (858) 481-2207
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(Former name or former address, if changed since last report.)
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5.
ITEM 5. OTHER EVENTS.
On May 25, 2002, the Registrant entered into a binding Letter of Intent to
acquire ChangeBridge Entertainment Television LLC ("ChangeBridge") The
Letter of Intent is intended to be replaced by a more definitive Plan and
Agreement of Reorganization, currently in preparation.
The general plan of the acquisition is that the Registrant will form a
wholly-owned subsidiary, using the ChangeBridge name, and that subsidiary
will acquire ChangeBridge in a merger in which the subsdiary will be the
survivor. In the merger, the Registrant will issue the ChangeBridge
Acquisition Series of Convertible Preferred Stock, a series to be designated
upon execution of the Plan and Agreement of Reorganization. The series will
consist of 100,000 shares, each having a par value of $.001 and a stated
capital of $.001. The series will vote with the Common Stock as a single
class, with each share of the series having one vote per share. The series
will also entitle the owners of ChangeBridge to elect 49.9% of the Board of
Directors of the subsidiary. Dividends on the series will be based on the
earned income of the subsidiary. The holders of the series will have the
right to convert their shares of the series into shares of the Common Stock
of the Registrant. Conversion will be based upon a formula which uses the
net earnings after tax of the subsidiary for the fiscal year ended December
31, 2005 to determine the value of the shares of the subsidiary and using the
average of the Closing bid and asked prices of the Registrant's Common Stock
for the 20 sequential trading days prior to and including the date of
conversion.
ChangeBridge, recently organized in February, 2002, is engaged in the
business of providing video concepts and presentations to market goods and
services and creating and producing television programming. Because of its
recent organization, ChangeBridge has very limited assets and liabilities
(which are not material to the Registrant) and no current financial
statements. ChangeBridge is owned by Richard Levinson, who was president of
UTV Talk Back Television, an interactive cable television network, and was
president of both Showcase Cablevision and Monmouth Cablevision, Inc., and
most recently was General Manager at CN8, The Comcast Network. Mr. Levinson
will be the President of the subsidiary.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A determination as to whether there are any financial statements required in
connection with the merger will be made at the time of the merger and, if
required, will be filed by amendment within sixty (60) days of the date of
filing this Form.
Attached as an Exhibit is the Letter of Intent executed on May 25, 2002.
Exhibit Index
10.15 Letter of Intent with Changebridge Entertainment Television LLC
SIGNATURES
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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.
Cavalcade of Sports Media, Inc.
/S/ EDWARD LITWAK
Date: June 5, 2002 ----------------------------------
(Signature)