UNITED STATES
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):
April 11, 2005
GIANT JR. INVESTMENTS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-32923 33-0198542
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2575 McCabe Way
Irvine, California 92614
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(949) 486-1711
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS
On April 11, 2005 the Registrant acquired 16,000,000 shares of Wall Street
Direct, Inc. ("WSD") representing approximately 40% of the issued and
outstanding common stock of WSD, in exchange for 7,000,000 shares of
Registrants' common stock. The Registrant acquired the WSD shares from Forest
Glenneyre & Associates (FG&A), a principal shareholder of the Registrant. After
the sale, FG&A will own less than 10% of WSD.
Wall Street Direct, Inc. ("WSD" or "The Company") is a financial media company
focused on applications that empower the global investment community to
collaborate directly with publicly traded companies. The Company currently
operates the telephone number "800 4 WALL ST", which serves as an investor
hotline for publicly traded companies and www.wallst.net ("WallSt.net"), a
leading online financial portal. In March 2005, WSD acquired 100% of the assets
and outstanding shares of Digital Wall Street, Inc. ("Digital"), the operating
entity and editorial content provider of WallSt.net. Following the acquisition
of Digital, the Company has expanded its services to include investor
conferences, and a newspaper that is written and designed for investment
professionals, as well as acquiring ownership of the WallSt.net brand, for which
Digital will remain the operating entity.
WallSt.net, to date, has accumulated 500,000 unique visitors and approximately
35,000 active members comprised of retail investors and members of financial
institutions. The website offers its members first class interviews with
management of today's leading publicly traded companies, stock quotes and other
financial data, an online newsletter, message boards, and other financial tools
designed to aid in investment decision-making processes. The site, in essence,
is a one-stop resource for retail and institutional investors.
WallSt.net's revenues, to date, have totaled more than $1 million, primarily
from advertising and promotional campaigns for micro-cap and small-cap
companies. These promotional services are designed to raise investor awareness
through a several-pronged strategy, encompassing online advertising, press
materials and research reports.
In addition to its online platform, Digital has also developed a print
newspaper, which, to date has been distributed to more than 10,000 investment
professionals across the United States. In addition to receiving advertising
revenue, the newspaper benefits from its wide distribution, name recognition and
editorial content. Digital has also organized several investment conferences,
which have generated considerable attention from the investment community and
from publicly traded companies. Presenting companies have included Magnetek
Inc., IPIX Corp., Aerogen, Inc. and MFIC Corp., just to name a few. These
conferences serve to build revenues through registration fees and also have
become an integral element of the Digital's efforts to build the WallSt.net
brand since its inception in 2002.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statement of Businesses Acquired.
The financial statements as of and for the year ended December 31, 2004 and
December 31, 2003 of WDS and any required interim financial statements will be
filed by amendment to this report not later than 71 days after the date of this
Current Report on Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required by Article 11 of Regulation S-X
will be filed by amended to this report not later than 71 days after the date of
this Current Report on Form 8-K.
(c) Exhibits.
2.1 Securities Exchange Agreement dated as of April 11, 2005 between the
Registrant and Forest Glenneyre & Associates.
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.
GIANT JR. INVESTMENTS CORP.
Date: April 13, 2005 By: /s/ Javan Khazali
--------------------------------
Javan Khazali
Chief Executive Officer