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): June 11, 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.
A. Cineports, Inc.
On June 11, 2002, the Registrant entered into a binding Letter of Intent to
acquire Cineports, Inc. by means of a merger of Cineports, Inc. with and into
a subsidiary of the Registrant to be formed for the purpose of effecting a
forward triangular merger. 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 Cineports name, and that subsidiary will acquire
Cineports in a merger in which the subsidiary will be the survivor. In the
merger, the Registrant will issue shares of its Common Stock to the holders of
Cineports' two series of Preferred Stock and Cineports' Common Stock. In
addition, the Registrant will issue warrants to the holders of Cineports'
Common Stock.
The merger will be closed on July 10, 2002, to be effective as of 12:01 a.m.
July 1, 2002.
Cineports' is engaged in the acquisition of distribution agreements with
several foreign film libraries to sell films to homeowners, on a pay-per-view
basis, via broadband. Currently, Cineports has distribution agreements with
substantial European film libraries. Cineports is currently developing a
secured delivery system.
B. ChangeBridge Entertainment Television LLC.
The form of the acquisition of Changebridge Entertainment Television LLC has
been changed. The owner of ChangeBridge, Richard Levinson, has formed a
Nevada corporation, "ChangeBridge Television, Inc.", to which he and the
limited liability company are contributing all of the assets in exchange for
1,000 shares of the corporation's Common Stock. The Registrant will then
acquire those 1,000 shares in a "B" Reorganization, exchanging 100,000 shares
of the previously described ChangeBridge Acquisition Series of Convertible
Preferred Stock for the 1,000 shares. The exchange will be effective as of
12:01 a.m. on July 1, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The required financial statements 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 June 11, 2002.
Exhibit Index
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10.16 Letter of Intent with Cineports, 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.
Cavalcade of Sports Media, Inc.
/S/ EDWARD LITWAK
Date: June 11, 2002 By: _______________________________
Edward Litwak, President/CEO