UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 12, 2004
B COM, INC.
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Nevada 000-32781 N/A
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State or other jurisdiction Commission File IRS Employer Identification
of incorporation) Number No.
60 West Wilmot Unit 11
Richmond Hill, Ontario L4B 1M6
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(Address of principal (Zip/Postal Code)
executive offices
Registrant's telephone number: 905 - 886 -7800
N/A
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(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant
The existing shareholders of B Com, Inc.(the "Company") sold 90% of the
shares to the shareholders of Cash Now.com LLC. 90% of the existing stock
represents 3,645,000 shares of stock. The following list of shareholders have
purchased the stock:
Julius Csurgo 591,125
Vasco Lopes 591,125
1422708 Ontario Limited 1,431,375
Andrea Zecevic in Trust 1,031,375
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Total 3,645,000
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Additionally, the Company has issued 20,000,000 shares of the Company's
common stock at par value $ .001 to Dannic IP Holdings Inc. in connection with
the purchase of Cash Now.com, LLC net assets.
Item 2. Acquisition or Disposition of Assets
On June 30, 2004 the Company entered into an agreement to purchase the
entire business of Cash Now.com LLC. The transaction was closed on July 17,
2004. Cash Now is one of the fastest growing payday loan and check cashing
franchisors in North America. The Company has become a leader in the industry
with its eDriven payment methods.
Item 5. Other Events and Regulation FD Disclosure
As result of the acquisition of Cash Now.com, new directors and officers
were appointed on July 19, 2004.
Miro Zecevic has become the President and Director and Andrea Zecevic has
become Secretary and Director of the Company.
Miro Zecevic has served as Chief Executive Officer and Managing Member of
Cash Now.com LLC since October 2003 and as President and Managing Member from
inception May 2003 to September 2003. Mr. Zecevic served as the President of
CN-USA from November 1999 to September 2003 and as CEO of the Company from
October 2003 to present. Mr. Zecevic has served in a similar capacity with the
Cash Now affiliates including CN-Canada, Dannic, Atm Franchise, IFGX.com and
Cash Next.
Andrea Zecevic has served as Vice-President of Cash Now.com since its
inception and also served as Director of Operations of Cash Now Plus.com during
that same period Ms. Zecevic also served as Director of Operations for CN-USA
from March 2001 to present. Mrs. Zecevic like her husband has served in a
similar capacity with the Cash Now affiliates including CN-Canada, Dannic, Atm
Franchise, IFGX.com and Cash Next.
Item 6. Resignation of Officers and Directors
As result of the purchase of Cash Now.com, the existing officers and
directors resigned on July 19, 2004.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The financial statements as required by this Item shall be included within
the next 60 days as they are just being completed.
(c) Exhibits
17. Resignation of officers and directors.
99 Agreement re purchase of Cash Now.com, LLC.
SIGNATURE
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.
B COM, INC.
Date: July 19, 2004 By: /s/ John Caridi
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John Caridi, President
Exhibit 17.1
I, John Colonna resign as a Director of B Com, Inc. as of July 19, 2004.
Dated: July 19, 2004
s/s John Colonna
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John Colonna, Director
Exhibit 17.2
I, Howard Blumenfeld resign as an Officer and Director of B Com, Inc. as of
July 19, 2004.
Dated: July 19, 2004
s/s Howard Blumenfeld
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Howard Blumenfeld, Secretary and Director
Exhibit 17.3
I, John Caridi resign as an Officer and Director of B Com, Inc. as of July
19, 2004.
Dated: July 19, 2004
s/s John Caridi
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John Caridi, President and Director
Exhibit 17.4
I, Marvin Winick resign as an Officer and Director of B Com, Inc. as of
July 19, 2004.
Dated: July 19, 2004
s/s Marvin Winick
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Marvin Winick, President and Director
Exhibit 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
AGREEMENT
THIS AGREEMENT MADE EFFECTIVE AND EXECUTED AS OF June 30, 2004(the
"Effective Date").
BETWEEN:
JOHN CARIDI
29 Hester Avenue
Ajax, Ontario
Canada L4T 1A8
And
JOHN COLONNA
44 Anthia Drive
Toronto, Ontario
Canada, M9L 1K5
And
HOWARD BLUMENFELD
Thornhill, Ontario
Canada
And
MARVIN WINICK
14 Pico Cres.
Thornhill, Ontario
Canada, L4J 8P4
("the Vendors")
AND: MERGERS & ACQUISTIONS GROUP INC.
BCE Place
161 Bay St.
26th Floor,
Toronto, Ontario
M5J 2S1
("the Purchasers")
(Collectively the "Parties")
WHEREAS:
A. Vendors acknowledge that they are the registered holders of 3,645,000
restricted shares ( the "Shares") of common stock of B Com, Inc. for a period of
not less that 2 years and that the securities registered to them are fully paid
and unencumbered.
B. Vendors wish to conclude the sale of 3,645,000 common shares of stock
with restricted legend removed of B Com, Inc a fully reporting 12(g) , public
company, with authorized capital stock currently consisting of 100,000,000
common shares of which 4,050,000 are issued and outstanding and 10,000,000
preferred shares of which none are currently outstanding
C. PURCHASERS wish to acquire 3,645,000 common shares of the Company B Com,
Inc. with restricted legend removed, from the Vendors (the "Transaction");
D. The parties agree that this Agreement will constitute a binding
agreement upon them in respect of the Transaction, such to be on the terms and
conditions contained herein;
NOW THEREFORE THIS AGREEMENT WITNESSED that in consideration of the
covenants and agreements herein contained, the Parties hereto do covenant and
agree (the "Agreement") each with the other as follows: 1. Representations and
Warranties
1.1 PURCHASERS represent and warrant to the Vendors that PURCHASERS have
good and sufficient right and authority to enter into this Agreement and carry
out its obligations under this Agreement on the terms and conditions set forth
herein, and this Agreement is a binding agreement upon the PURCHASERS
enforceable against it in accordance with its terms and conditions.
1.2 Vendors represent and warrant to PURCHASERS that Vendors have good and
sufficient right and authority to enter into this Agreement and carry out its
obligations under this Agreement on the terms and conditions set forth herein,
and this Agreement is a binding agreement upon the vendors enforceable against
it in accordance with its terms and conditions.
1.3 Vendors represent and warrant to PURCHASERS that the Company does not
have any executive contracts, stock options, convertible debentures, or dilutive
instruments of any kind outstanding as of the effective date.
1.4 Vendors represent and warrant to PURCHASERS that the Company is a fully
reporting 12(g) public company not yet publicly traded and is current with all
of its regulatory filings as of December 31, 2003 (10KSB to be delivered to the
PURCHASERS as soon as practicable).
2.0 Sale of Common Stock of B Com, Inc.
2.1 The parties agree that, subject to the terms and conditions of this
Agreement, Vendors shall sell to the Purchasers 3,645,000 common shares of stock
of the Company with restricted legend removed for the sum of US$1,822.50 at
closing.
2.2 The parties acknowledge that this Transaction will take the following
form:
(a) Vendors will deliver to the purchasers and/or their nominees
(i) 3,645,000 common shares for the purchase price of US$1,822.50 within
seven business days of the effective date of this Agreement
(ii) Such shares being all but 405,000 of the total 4,050,000 common shares
outstanding of the Company.
(b) The Vendors and Purchasers will each pay their own legal fees
associated with the transaction if any. On closing all Directors and Officers
will resign and the Purchasers shall elect a new Board of Directors.
(c) Purchasers will cause the sale of the entire business of Cash Now.Com
LLC., , substantially described in the included Offering Memorandum, including
but not limited to all assets and proprietary technology and/or technology
rights into the company, in exchange for 20 million common shares of the company
to be executed and approved by the existing Board of Directors.
(d) The existing Board of directors will resign in favor of nominees of the
Purchasers and new Board of Directors shall immediately issue a press release
detailing the transaction.
2.3 To complete the Transaction,
(a) The Vendors shall deliver, within 7 days from the effective date of
this agreement the shares noted in Section 2.2(a)i registered in the names and
entities of the purchasers and their nominees for a purchase price of $1,822.50,
The shares delivered will be issued as fully paid and non-assessable shares of
the Company free and clear of all liens, charges, encumbrances and trade
restrictions (other than those imposed by any regulatory body and those existing
under the US Securities Act of 1933 and 1934) of any kind whatsoever;
(b) The existing Board of Directors will approve the acquisition of Cash
Now.com LLC
(c) The Purchasers shall deliver, within 10 days of the completion of
2.3(b) 500,000 shares of the restricted common shares issued for the entity
acquired by B Com, Inc. to the Vendors and their nominees.;
(d) Existing Directors will sign any resolutions necessary to approve the
acquisitions referred to in 2.3(b) and will subsequently resign in favor of
nominees of the Purchasers.
(e) PURCHASERS will review and approve the Company's 10KSB filed with the
SEC including its financial statements for the period ended December 31, 2003
prior to the conclusion of the contemplated "Transaction".
3.0 General
3.1 Time and each of the terms of this Agreement shall be of the essence of
this Agreement.
3.2 This Agreement constitutes the entire agreement between the Parties
hereto in respect of the matters referred to herein and supersedes all prior and
contemporaneous proposals, letters of intent, statements and Agreements (oral
and written) with respect to the subject.
3.3 The Parties hereto shall execute and deliver all such further documents
and do all such acts as any party may, either before or after the execution of
this Agreement, reasonably require of the other in order that the full intent of
this Agreement is carried out.
3.4 No amendments or interpretation of this Agreement shall be binding upon
the Parties hereto unless such amendment or interpretation is in written form
executed by all of the Parties to this Agreement.
3.5 Any notice or other communication of any kind whatsoever to be given
under this Agreement shall be in writing and shall be delivered by hand, e-mail
or by fax to the Parties at:
B COM, INC.
14 Pico Crescent
Thornhill, Ontario
Canada L4J 8P4
Attention: John Caridi
John Colonna
Howard Blumnfeld
Marvin Winick
Fax: 905 886-7802
MERGERS & ACQUISITIONS GROUP INC
BCE Place
161 Bay St. 26th Floor
Toronto, Ontario
M5J 2S1
Attention: Vasco Lopes
Fax: 416 572-4090
Or to such other addresses as may be given in writing by the Parties hereto
in the manner provided for in this paragraph.
3.6 This Agreement may not be assigned by any party hereto without the
prior written consent of all of the Parties hereto.
3.7 This Agreement shall be governed by the laws of Nevada and the federal
laws of the United States of America applicable therein, and the Parties hereby
attorn to the jurisdiction of the Courts of Nevada
3.8 This Agreement may be signed by fax and in counterpart.
IN WITNESS WHEREOF the Parties have hereunto set their hands and seals
effective as of the Effective Date first above written.
SIGNED, SEALED AND DELIVERED BY: SIGNED, SEALED AND DELIVERED BY:
Vendor, per:
Purchaser, per:
s/s John Caridi Vasco Lopes
_________________________________ __________________________________
John Caridi Authorized Signatory
Mergers & Acquistions Group Inc.
And And
SIGNED, SEALED AND DELVIVERED BY: SIGNED, SEALED AND DELIVERED BY:
Vendor, per:
Purchaser, per:
s/s John Colonna
________________________________ __________________________________
John Colonna Authorized Signatory
And And
SIGNED, SEALED AND DELIVERED BY: SIGNED, SEALED AND DELIVERED BY:
the Vendor, per:
Purchaser, per:
s/s Howard Blumenfeld
__________________________________ ___________________________________
Howard Blumenfeld Authorized Signatory
And And
SIGNED, SEALED AND DELIVERED BY: SIGNED, SEALED AND DELIVERED BY:
the Vendor, per:
Purchaser, per:
s/s Marvin Winick
___________________________________ ____________________________________
Marvin Winick Authorized Signatory