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) November 4, 2004
SUPCOR, INC.
------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-50913 52-2175898
-------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
515 Madison Avenue, Suite 2100, New York, NY 10022
- -------------------------------------------- -----
(Address of principal executive offices) (ZIP Code)
Registrant's Telephone Number, Including Area Code: (212) 755-3636
----------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
- ------------------------------------------------
Item 1.01 Entry into a Material Definitive Agreement
- -----------------------------------------------------
The Company joined in an Agreement for the purchase and sale of common
stock entered into between certain selling shareholders of the Company and
certain individuals who purchased their shares for the purpose of providing
warranties and representations. The Purchasers bought 4,500,998 shares of the
Company's common stock from the selling shareholders.
Item 1.02 Termination of a Material Definitive Agreement
- --------------------------------------------------------
None
Item 1.03 Bankruptcy or Receivership
- ------------------------------------
None
Section 2 - Financial Information
- ---------------------------------
Item 2.01 Completion of Acquisition or Disposition of Assets
- ------------------------------------------------------------
None
Item 2.02 Results of Operations and Financial Condition
- -------------------------------------------------------
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
- -----------------------------------------------------------------------------
Off-Balance Sheet Arrangement of a Registrant
- ---------------------------------------------
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
- --------------------------------------------------------------------------
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
- ------------------------------------------------------------------
None
Item 2.05 Costs Associated with Exit or Disposal Activities
- -----------------------------------------------------------
None
Item 2.06 Material Impairments
- ------------------------------
None
Section 3 - Securities Trading Markets
- --------------------------------------
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
- -------------------------------------------------------------------------------
Standard; Transfer of Listing
- -----------------------------
None
Item 3.02 Unregistered Sales of Equity Securities
- -------------------------------------------------
None
Item 3.03 Material Modification to Rights of Security Holders
- -------------------------------------------------------------
None
Section 4 - Matters Related to Accountants and Financial Statements
- -------------------------------------------------------------------
Item 4.01 Changes in Registrant's Certifying Account
- ----------------------------------------------------
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
- -----------------------------------------------------------------------------
Audit Report or Completed Interim Review
- ----------------------------------------
None.
Section 5 - Corporate Governance and Management
- -----------------------------------------------
Item 5.01 Changes in Control of Registrant
- ------------------------------------------
On November 4, 2004, an aggregate of 4,500,988 shares of common stock were sold
by various shareholders to the following individuals, all of whom are citizens
and residents of the People's Republic of China:
Name Number of Shares
---- ----------------
Yuying Zhang 1,350,296
Min Zhao 900,198
Shuangpeng Tian 585,128
Guocong Zhou 585,128
Weixing Yin 405,089
Li Shi 405,089
Guiqing Liu 270,060
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
- ------------------------------------------------------------------------------
Appointment of Principal Officers
- ---------------------------------
On November 14, 2004 Richard Starke resigned as President and Director of the
Company and Cosmo Palmieri resigned as Secretary and Director of the Company
Yuying Zhang has been appointed Chairman and CEO and Lin Wen has been appointed
Secretary and Director.
The following individuals have been appointed as officers and directors
effective as of the resignations of Messrs Starke and Palmieri.
Yuying Zhang, age 53, Chairman and CEO. Mr. Zhang has been chairman and general
manager of Beijing Tenet Jove Technological Development Co., Ltd. since December
2003. From 1995 until December 2003, he served as general manager of Tianjin
Balas Technological Development Co., Ltd.. Mr. Zhang is a graduate of China
Central Radio and Television University in China.
Weixing Yin, Director age 47. Mr. Yin has served as deputy chairman of Beijing
Tenet Jove Technological Development Co., Ltd. since 2003. From 1996 until 2003,
he was the general manager of Beijing Superstar Culture and Communication
Center. Mr. Yin is a graduate of the Beijing College of Art in Beijing, China.
John R. Rice, Director, age 60. Mr. Rice received a Bachelor of Arts degree in
Liberal Arts from the University of Miami in Miami, Florida, in 1964. From 1975
to 1989, he was a principal of John R. Rice Associates, Inc., a New York-based
business consulting and finance company that initially focused on asset based
debt placements and expanded to include medical equipment lease financing with
clients including, among others, Johnson and Johnson Technocare, Division,
Seimens Corporation, Picker Corporation, GE Capital, Marine Midland Bank, and
various medical equipment-based Limited Partnerships. Mr. Rice became active in
organizing, promoting and managing several Limited Partnerships. Mr. Rice is a
founder, managing member and principal of Capstone & Company, LLC, a financial
service company, and its affiliates. He oversees international marketing of
Capstone's programs and services to investors and joint venture partners, and is
also responsible for capital formation for the Capstone group of companies
Lin Wen, Secretary age 27. Miss Lin Wen has served as Director of Administration
and Management Center of Beijing Tenet Jove Technological Development Co., Ltd.
since January 2004. From July 2002 to December 2003, she worked as Director of
general office of Sales Company of Shandong Chenming Paper Holdings Ltd., and
from July 2000 to June 2002 as assistant to general manager of Hangzhou Wahaha
Group Co., Ltd. Miss Wen received bachelor degree in Economy from Chongqing
University in 2000.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
- -----------------------------------------------------------------------------
Year
- ----
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
- -----------------------------------------------------------------------------
Plans
- -----
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
- -----------------------------------------------------------------------
Provision of the Code of Ethics.
- --------------------------------
Section 6 - [Reserved]
- ----------------------
Section 7 - Regulation FD
- -------------------------
Item 7.01 Regulation FD Disclosure
- ----------------------------------
None
Section 8 - Other Events
- ------------------------
Item 8.01 Other Events
- ----------------------
None
Section 9 - Financial Statements and Exhibits
- ---------------------------------------------
Item 9.01 Financial Statements and Exhibits
- -------------------------------------------
10.1 Share Purchase Agreement
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 thereunto duly authorized.
Date: November 29, 2004 SUPCOR, INC.
By: /s/ Yuying Zhang
------------------------------------
Yuying Zhang, Chairman and CEO