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): December 1, 2003
SOURCE DIRECT HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
NEVADA 333-69414 98-0191489
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2345 North Woodruff Avenue, Idaho Falls, Idaho 83401
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (877) 529-4114
ITEM 5. OTHER EVENTS
New Vice-President of Sales
On December 1, 2003, the board of directors appointed Gordon Sage as
Vice-President of Sales. Mr. Sage is sixty-two years old and has worked
for us since October 2003. Since October 2003 he has been a consultant to
our company to secure the placement of the company's products in retail
accounts. He has also been involved in establishing a pricing list and
product information. He has been responsible for hiring brokers and
consultants to market our products. Since October 2003 he has devoted
approximately 90% of his time to the business of Source Direct. Since June
1995 he has also been a regional sales manager for LifeSmart Nutrition
Inc., a vitamin marketing company.
Mr. Sage owns 250,000 shares, or less than one percent, of the
69,281,400 shares of our common stock outstanding at April 16, 2003. He
owns no options, warrants, or other securities convertible into our common
stock.
We have no employment or consulting agreement with Mr. Sage. Since
December 1, 2003, we have paid Mr. Sage a monthly base salary of $2,500.
He is also entitled to an agreed commission on sales of any of our products
by him or his brokers based on the "sell-in price" of the products. He is
also entitled to reimbursement of travel expenses which have been
pre-approved by us. We have also agreed with him to negotiate and enter
into a definitive
employment agreement prior to June 1, 2004, which would supercede the
currant arrangements and would include employee stock options, executive
salary, and other benefits as negotiated.
New Executive Vice-President
On April 13, 2004, the board of directors appointed Kevin Arave, a
director and our secretary/treasurer, as Executive Vice-President with
first seniority over any other vice-presidents.
Issuance of Shares
On or about March 22, 2004, we sold 1,600,000 shares of restricted
common stock at $0.094 per share to Mark E. Miller and Dennis N. Miller for
gross proceeds of $150,000. The purchasers own Marden, Inc., an entity
with whom we have an existing product distribution agreement. As a result
of the issuance of these shares, at April 16, 2004, we had outstanding
69,281,400 shares of common stock.
Cancellation of G.Group Distribution Agreement
On April 21, 2004, we notified the G.Group LTD of the cancellation of
the Distribution Agreement dated December 2, 2003. The G.Group had
originally anticipated that it would be able to provide purchase orders for
our Stain Pen product with approximately 800 independent drugstores, but
has failed to do so. The agreement provides that cancellation be preceded
by notice given sixty days prior to termination. Thus, the cancellation of
the agreement will be effective June 20, 2004. No purchase orders have
been received through the efforts of the G.Group, and management does not
anticipate receiving such orders prior to the effective date of
termination.
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.
Source Direct Holdings, Inc.
Date: April 21, 2004 By /s/ Deren Z. Smith
Deren Z. Smith, President
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