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): February 11, 2002
Texas Gulftex Energy Corporation 75-2882140
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(State or other (Exact name of registrant as specified (I.R.S. Employer
jurisdiction of in its charter) Identification No.)
incorporation or
organization)
223 E. FM 1382, Suite 12720, Cedar Hill, Texas, 75104 75104
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(Address of principal executive offices) (Zip Code)
(972) 293-2424
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(Registrant's telephone number, including area code)
1330 Post Oak Boulevard, Four Oaks Place, Suite
1600, Houston, Texas (Former name or former
address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
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Pursuant to a Share Exchange Agreement (the "Agreement"), Shopathomekids.com,
Inc., a Texas corporation (the "Registrant"), was to have acquired 100% of the
outstanding shares of common stock ("Common Stock") of GulfTex Energy
Corporation ("GulfTex"), a private Texas corporation, in exchange for 1 share of
Registrant's common stock. The exchange would have resulted in GulfTex becoming
Registrant's wholly-owned subsidiary. At or around the same time, the then
officers and directors of Registrant resigned and Mr. Marc Duchesne and Jackson
Chung Wai Wong were appointed as Registrant's officers and directors. On
September 19, 2001, the Registrant filed a Certificate of Merger (the
"Certificate") with the Secretary of State of Texas. That Certificate of Merger
has subsequently been withdrawn. The Registrant changed its name to GulfTex
Energy Corporation.
Recently, the former (now current) management of Registrant became aware that
GulfTex breached several provisions of the Agreement. The Registrant's
management is also in the process of trying to determine why Registrant's former
management (i.e., Messrs. Duchesne and Wong) did not file certain reports
required by the Securities and Exchange Commission, including, but not limited
to, Registrant's 10QSB. The Registrant is in the process of reviewing its
options.
On or about November 15, 2001, the Registrant filed a Form 10KSB. The 10KSB
reported that Mr. Duchesne was to acquire 17,343,645 shares of Registrant's
common stock, which would have comprised 62.02% of Registrant's issued and
outstanding shares of common stock. Under the terms of the Share Purchase
Agreement, Mr. Duchesne was to purchase those shares from the Registrant's
former officers and directors, Lewis Prowse II, Larry Ballard, Tarja Mees, and
Romie Krickbaum. The shares were held in escrow pending completion of the Share
Purchase Agreement, which was to have occurred on or before November 19, 2001.
However, Mr. Duchesne breached the Share Purchase Agreements. As a result of
that breach, the transaction was not completed and the shares were never
transferred to Mr. Duchesne.
The following table sets forth information regarding the beneficial ownership of
the shares of the Common Stock (the only class of shares previously issued by
the Registrant) at February 26, 2002 by (i) each person known by the Registrant
to be the beneficial owner of more than five percent (5%) of the Registrant's
outstanding shares of common stock, and (ii) all directors and executive
officers of the Registrant as a group. The Registrant believes that each person
named in the table has sole voting and investment power with respect to the
shares shown as beneficially owned by such person.
Beneficial holdings of owners of 5% or more the Registrant's common stock and
share holdings of officers and directors:
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Title of Class Name/Address of Owner Shares Beneficially Owned Percentage Ownership
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Common Stock Lewis Prowse II 2,279,054 shares 8.12%
211 Bob White President and Director
Desoto, TX
75123
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Common Stock Larry Ballard 2,279,054 shares 8.12%
1525 Jesse Ramsey Blvd. Secretary, Treasurer and
Cedar Hill, TX Director
75104
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Common Stock Tarja Mees 6,677,125 shares 23.79%
1353 Middleton Dr. Director
Cedar Hill, TX
75104
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Common Stock Romie Krickbaum 6,726,383 shares 23.79%
708 Hillcrest Director
Cedar Hill, TX
75104
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Common Stock Cede & Co. 3,907,056 shares 13.92%
P.O. Box 222
Bowling Green Station
New York, NY 10274
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Common Stock All officers and directors 17,961,616 shares 64.00%
as a group
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
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Form 8-K. On October 2, 2001, Registrant filed a Form 8-K describing the
Agreement and explaining the nature of GulfTex's business. During that time,
Messrs. Duchesne and Wong were the sole officers and directors and Registrant
was represented by Chapman & Flannagan. As GulfTex's audited financial
statements were not attached to the original Form 8-K, Registrant was required
to file an amendment to the Form 8-K on or before December 3, 2001 and attach
the audited financial statements. Messrs. Duchesne and Wong never filed the
amended Form 8-K.
Appointment of Officers and Directors. On February 11, 2002, Messrs. Duchesne
and Wong appointed Romie J. Krickbaum, Lewis Prouse II, Tarja Mees and Larry
Ballard (Registrant's former management prior to the GulfTex transaction) to
Registrant's Board of Directors. Messrs. Prouse and Ballard were later appointed
as Registrant's officers. Change of Corporate Address. The Registrant has
changed its corporate address to 223 E. FM 1382, Suite 12720 Cedar Hill, Texas,
75104.
Legal Proceedings. On or about February 5, 2002, certain parties, including
Registrant, Romie J. Krickbaum, Lewis Prouse II, Tarja Mees and Larry Ballard
were sued in the United States District Court for the Northern District of
Georgia, Atlanta Division. Registrant is named in the counts for: Violation of
the Securities Act of 1933; Violation of the 1934 Exchange Act; Violation of the
Georgia Securities Act; Breach of Fiduciary Duty; Federal and Georgia RICO
violations; and Common Law Fraud. Registrant's management has been sued for:
Violation of the 1934 Exchange Act; Violation of Federal and Georgia RICO; and
Common Law Fraud.
Registrant and its current management plan to vigorously defend the lawsuit as
they believe that neither Registrant nor its current management have any
liability to the plaintiffs named in that lawsuit for several reasons,
including, but not limited to, all the transactions which form the basis for the
lawsuit occurred before the transaction between Registrant and GulfTex.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
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On or about February 11, 2002, Mr. Marc Duchesne and Mr. Jackson Chung Wai Wong
resigned their positions as Registrant's officers and directors. Other than
explaining that they were resigning as officers and directors of Registrant,
neither Mr. Duchesne nor Mr. Wong provided any other explanation as to why they
resigned.
On November 15, 2001, Registrant filed a Form 10K-SB that the Board of Directors
approved the appointment of Graham Hammond, Bill Wood, Merritt Douglas Woodring
and Stanley Spinks as directors of the Registrant. Mr. Woodring was also
purportedly appointed as Registrant's Vice-President and Mr. Spinks as
Treasurer. The former management (now current) has been notified by Sean
Flannagan, Registrant's corporate counsel, that those individuals never accepted
the appointments, and as such, these individuals never held these positions.
Registrant has not been able to independently either confirm or deny such
information.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
Gulftex Energy Corporation
DATED: March 5, 2002 By: /s/ Lewis Prouse
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Lewis Prouse, II, President