UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest Event Reported) January 19, 2006
EXECUTE SPORTS, INC.
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(Name of Small Business Issuer in its charter)
NEVADA 33-125868
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1284 Puerta del Sol Suite 150 San Clemente CA 92673
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(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (858) 518-1387
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Issuer's Fax Number (858) 279-1799
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Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[_] 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
CFR14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
On January 16, 2006, Execute Sports, Inc. ("Execute Sports", "we", the
"Company") completed the acquisition of Pacific Sports Group, Inc., a California
corporation ("PSG"), pursuant to a Share Exchange Agreement dated January 16,
2006 ("Agreement"), the form of which has been filed as Exhibit 2.1 on the
Company's Form 8-K with the Securities and Exchange Commission herein.
Pursuant to the Agreement, Execute Sports issued Execute Sport's shareholders
4,714,285 shares of its restricted common stock and paid PSG's shareholder's USD
$150,000 in cash.
Subject to and upon the terms and conditions of the Agreement, PSG will, upon
fulfillment of all conditions precedent to the acquisition, merge with and into
Execute Sports, Inc., and thereafter the separate existence of PSG, Inc. will
cease. As of the Effective Date, PSG shall succeed to all of the rights,
privileges, powers and property, including, without limitation, all rights,
privileges, franchises, patents, trademarks, licenses, registrations, bank
accounts, contracts, patents, copyrights and other assets of every kind and
description of PSG, and Execute Sports shall assume all of the obligations and
liabilities of PSG. The Acquisition will occur in accordance with the General
Corporation Law of the State of Nevada.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements required by this Item 9(a) will be filed by
amendment to this Form 8-K within the period permitted by Item 9(a)(4) of
Form 8-K.
(b) Pro Forma financial information
The pro forma financial information required by this Item 9(b) will be
filed by amendment to this Form 8-K within the period permitted by Item
9(a)(4) of Form 8-K.
(c) Exhibits
2.1 Share Exchange Agreement incorporated herein between Execute Sports,
Inc. and Pacific Sports Group, Inc. dated January 16, 2006.
99.1 Press Release Execute Sports Completes Acquisition of Pacific Sports
Group, Inc.
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.
Dated: January 19, 2006
EXECUTE SPORTS, INC.
By /s/ Todd M. Pitcher
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Todd M. Pitcher
President and Secretary