SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): August 12, 2005
ActiveCore Technologies, Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 000-30397 65-6998896
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
156 Front Street West, Suite 210
Toronto, Ontario M5J-2L6
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(Address of principal executive offices)
(416) 252-6200
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Registrant's telephone number, including area code
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):
|_| 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))
TABLE OF CONTENTS
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Item 1.01 Entry Into A Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT 99.1
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Section 1. Registrant's Business and Operations.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ActiveCore Technologies, Inc., a Nevada corporation (the "Registrant" or the
"Company") signed a Settlement Agreement on August 12, 2005 (the "Agreement")
for the sale of one of its wholly-owned subsidiaries, Twincentric Limited, a
company registered in England ("Twincentric") to Anthony James McGurk
("McGurk"). McGurk was one of the former shareholders of Twincentric who had
previously sold Twincentric to the Company during the fiscal year of 2004. Since
the time the Company acquired Twincentric, McGurk has been an employee of the
Company and continued to operate Twincentric as a subsidiary of the Company. The
consideration paid by McGurk for Twincentric was 1,400,000 shares of the
Company's common stock, which had initially been issued to McGurk pursuant to
the previous acquisition of Twincentric by the Company from McGurk.
The above description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Settlement Agreement between the
Company and McGurk, attached hereto as Exhibit 99.1, which is hereby
incorporated by reference into this item 1.01.
Section 9. Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit
Number Description
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99.1 Settlement Agreement between Anthony James McGurk and ActiveCore
Technologies, Inc. dated August 12, 2005
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.
ACTIVECORE TECHNOLOGIES, INC.
August 18, 2005 By: /s/ Peter Hamilton
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Peter Hamilton
Chief Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Settlement Agreement between Anthony James McGurk and ActiveCore
Technologies, Inc. dated August 12, 2005