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): DECEMBER 3, 2001
SINGLE SOURCE FINANCIAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 000-33229 16-1576984
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification No.)
121 NORTH SAN VICENTE BOULEVARD
BEVERLY HILLS, CALIFORNIA 90211
(Address of principal executive offices) (zip code)
(888) 262-1600
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On December 3, 2001, Single Source Financial Services Corporation ("SSFS"
or the "Company") signed a binding letter of intent (the "LOI") with MBBRAMAR,
INC., a California corporation ("MBB") which included an irrevocable option (the
"Option") to acquire from MBB all of MBB's shares of common stock of CardReady
International, Inc., a California corporation ("CardReady"), owned at the time
of exercise of the Option (the "CardReady Shares"). Currently, MBB owns over
96% of the outstanding common stock of CardReady.
Under the terms of the LOI, the Company may, at any time during the 18
months following the date of execution (the "Option Period"), and upon thirty
(30) days written notice (unless extended because of the requirements of the
Securities and Exchange Commission or the corporate laws of the State of New
York, including the need to obtain shareholder approval), acquire all of the
CardReady Shares from MBB. The purchase price to be paid by the Company for the
CardReady Shares will be equal to the value of CardReady as determined by an
agreed-upon third party valuation (the "CardReady Value") divided by fifty
percent (50%) of the lowest closing bid price for SSFS common stock during the
thirty (30) trading days prior to the closing, but in no event will the purchase
price exceed thirty million (30,000,000) shares of SSFS (the "SSFS Shares"). As
additional consideration for the grant of the Option, SSFS agrees to, within
ninety (90) days of the date of the LOI, loan to CardReady the sum of $500,000,
payable in traunches as agreed between the parties, bearing no interest and
repayable in a balloon payment at the end of three (3) years from the date
hereof.
The LOI contains certain unwinding provisions. For a period of three (3)
years from the closing of the acquisition, if the closing bid price of SSFS
common stock as quoted on its primary exchange is less than $1.00 per share for
thirty (30) consecutive trading days, or if SSFS common stock is not listed for
trading on any public exchange for a period of thirty (30) consecutive trading
days, or if the trading volume of SSFS common stock on its primary exchange is
less than 250,000 shares per month for three (3) consecutive full-calendar
months, then MBB shall have the right, but not the obligation, to purchase the
CardReady Shares back from SSFS for consideration equal to the SSFS Shares (as
adjusted for any stock splits or recapitalizations). Additionally, for a period
of three (3) years from the closing of the acquisition, if CardReady fails for a
period of thirty (30) consecutive business days to maintain a relationship with
a back-end processor and a bank, then SSFS shall have the right, but not the
obligation, to "put" the CardReady Shares back to MBB for consideration equal to
the SSFS Shares (as adjusted for any stock splits or recapitalizations).
2
MBB is owned and controlled by Brandon Becker, who is a director of SSFS,
and Martin Becker and Sid Rosenblatt, each of which is the spouse of a director
of SSFS.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
10.1 Letter of Intent dated November 29, 2001 by and between Single
Source Financial Services Corporation, MBBRAMAR, INC., and
CardReady International, Inc.
3
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.
Dated: December 10, 2001 Single Source Financial Services
Corporation
/s/ Arnold F. Sock
__________________________
By: Arnold F. Sock
Its: President
4