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 Event Requiring Report: May 29, 2003
NATIONAL MANAGEMENT CONSULTING, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-28459 22-3360133
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
Steven A. Horowitz, President
National Management Consulting, Inc.
545 Madison Avenue - 6th Floor, New York, NY 10022
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(Address of Principal Executive Offices)
(516) 683-1500
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(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure
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On May 29, 2003, National Management Consulting, Inc. (the "Company")
announced that it entered into a letter of intent relating to the acquisition of
Tele-V, Inc., a New York corporation and its subsidiaries and affiliate
companies (collectively "TV"). TV is a direct response marketing company which
also holds a license to use certain recognizable characters in the manufacture
and sale of specified product categories. The letter of intent contemplates that
the Company will acquire TV in exchange for the issuance of shares of the
Company's common stock that will constitute a substantial majority of the
Company's outstanding stock.
The transaction is subject to each party completing its due diligence
review of the other, negotiation and execution of a definitive acquisition
agreement, the approval of the board of directors of each party as well as
shareholder approval, if so required, requisite third party consents and
compliance with applicable regulatory requirements.
The Company agreed to make a working capital loan to TV of up to $600,000 on a
secured basis and has loaned TV $100,000 to date. The Company has secured a
significant portion of the cash to fund this loan through a private placement to
accredited investors. The number of shares which the Company will issue to
acquire TV may be reduced if the Company provides specified additional capital
or loans to TV before the completion of the acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
By: /s/ Steven A. Horowitz
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Steven A. Horowitz
President
Date: June 3, 2003