UNITED STATES
SECURITIES 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 18, 2002
SOLAR ENTERPRISES, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 88-0354942
------------- ---------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
550 North Kingsbury Street
Suite 501
Chicago, IL 60610
----------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (312) 410-9860
--------------
FORWARD LOOKING STATEMENTS
Except for the historical information contained herein, certain matters
discussed in this report may be considered "Forward-looking Statements" within
the meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934, as amended by the Private Securities Litigation Reform Act of 1995. Those
statements include statements regarding the intent, belief or current
expectations of the Company and members of its management as well as the
assumptions on which such statements are based. Prospective investors are
cautioned That Any Such Forward-looking Statements Are Not Guarantees of Future
Performance and Involve Risks and Uncertainties, and That Actual Results May
Differ Materially from Those Contemplated by Such Forward-looking Statements.
Important Factors Currently Known to Management That Could Cause Actual Results
to Differ Materially from those in Forward-looking Statements Include "The
Company's Operating Results Could Fluctuate, Causing Its Stock Price to Fall",
"If the Company Cannot Integrate Acquired Companies in its Business, its
Profitability May Be Adversely Effected", and "The Company May Not Be Able to
Compete Successfully Against Other Companies." These and Additional Important
Factors to Be Considered Are Set Forth in the Safe Harbor Compliance Statement
for Forward-looking Statements the Company Undertakes No Obligation to Update or
Revise Forward-looking Statements to Reflect Changed Assumptions, the Occurrence
of Unanticipated Events or Changes to Future Operating Results.
ITEM 5. OTHER EVENTS
In June 2002, the Company's three majority shareholders who
resigned as officers and directors of the Company in 2001, returned an aggregate
of 880,000 shares of the Company's common stock, representing all of the shares
they owned, to treasury. These shares are now part of the authorized but
unissued shares of common stock of the Company. As a result, there are currently
241,000 shares of common stock issued and outstanding which are held by 22
shareholders of record.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On August 2, 2002, Frank Dolney and Roman Fisher resigned as
directors and officers of the Company. Prior to accepting their resignations, on
August 6, 2002 the Board of Directors appointed Eric Rubenstein to the Board to
serve as a director filling the vacancy created by the resignation of Hagit
Bernstein in April 2001. Messrs. Dolney and Fisher resigned their positions for
personal reasons. Their resignations were not due to any disagreement with the
Company or the Board of Directors. The Board appointed Eric Rubenstein, the sole
director, to serve as the Company's Chief Executive Officer, President,
Secretary and Treasurer. Due to the resignations of Mr. Dolney and Mr. Fisher,
the Company's executive offices will be relocated in the near future to Illinois
where Mr. Rubenstein resides.
2
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Solar Enterprises, Inc.
----------------------
(Registrant)
Dated: August 8, 2002. By: /s/ Eric Rubenstein
-----------------------------------------
Eric Rubenstein, Chief Executive Officer
3