U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): October 21, 2003
ARES GLOBAL ASSETS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-49977
(Commission File Number)
pending
(I.R.S. Employer Identification No.)
8 Victoria Square, Aberdare, Wales, CF44 7LA UK
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: +44 8707 521 400
244 Fifth Avenue, #W219, New York, New York 10001-7604
(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On October 21, 2003, T. Chong Weng ("TC Weng"), the sole shareholder of
ARES GLOBAL ASSETS, INC. ("ARES," "Company," or "Registrant"), entered into a
Share Purchase Agreement with Deane Thomas ("Thomas") pursuant to which Thomas
acquired 1,240,000 shares owned by TC Weng on October 21, 2003. The total
consideration paid by Thomas for the shares was US$35,000. Thomas used
personal funds to purchase the ARES shares. Before to this transaction there
was no relationship between Thomas and the Company or TC Weng nor did Thomas
own any securities of the Company. Thomas now owns 100% of the issued and
outstanding shares of the Company. Simultaneously with this transaction, the
Board of Directors of ARES nominated Deane Thomas to the Board of Directors and
all former officers and directors resigned. Deane Thomas was then named
President, Secretary and Treasurer of the Company.
Prior to the sale, ARES had 1,240,000 shares of common stock
outstanding.
Copy of the Share Purchase Agreement reflecting the sale of the
1,240,000 shares is attached hereto as an exhibit. The foregoing description
is modified by such reference.
The following table sets forth, as of October 21, 2003, certain
information with respect to the Registrant's equity securities owned of record
or beneficially by (i) each officer and director of the Registrant; (ii) each
person who owns beneficially more than 5% of each class of the Registrant's
outstanding equity securities; and (iii) all directors and executive officers
as a group.
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND PERCENT OF
BENEFICIAL OWNER (1) NATURE OF CLASS (2)
BENEFICIAL
OWNERSHIP
Common Stock Deane Thomas 1,240,000 100%
8 Victoria Square
Aberdare, Wales, CF44 7LA UK
Common Stock All Officers and Directors as a Group (1 person) 1,240,000 100%
_____________
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(2) Based upon 1,240,000 shares issued and outstanding.
ITEM 5. OTHER EVENTS
As a result of the transaction as described under Item 1 above, the Company has
relocated its offices to 8 Victoria Square Aberdare, Wales, CF44 7LA UK, and
its new telephone number is +44 8707 521 400.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
1.1Agreement for the Purchase of Common Stock dated as of October 17, 2003, by
and among Deane Thomas, T. Chong Weng and ARES GLOBAL ASSETS, INC.
99.1 Resignation letter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf
by the undersigned hereunto duly authorized.
ARES GLOBAL ASSETS, INC.
By: /s/ Deane Thomas Date: 11/3/2003
---------------------------
Name: Deane Thomas
Title: President
EXHIBIT 1.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT made as of the 17th day of October, 2003,
by and between:
T. CHONG WENG, with an address at 244 FIFTH AVENUE, W219, NEW YORK NY
10001 ("SELLER");
and
DEANE THOMAS, WITH AN ADDRESS AT 8 VICTORIA SQUARE, ABERDARE, WALES,
CF44 7LA ("PURCHASER").
R E C I T A L S:
FIRST, SELLER is the owner of 1,240,000 shares of common stock of ARES
GLOBAL ASSETS, INC., a Delaware corporation ("ARES").
SECOND, SELLER desires to sell 1,240,000 of his issued and outstanding
shares in ARES to PURCHASER in consideration of the following.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
1.0 Transfer of Shares.
SELLER hereby transfers and delivers 1,240,000 of his issued and
outstanding shares in ARES to PURCHASER in consideration of US$35,000.00 by
wire transfer to an account to be specified by SELLER. Upon receipt of the
consideration by T. CHONG WENG, SELLER will immediately forward 1,240,000 ARES
shares to PURCHASER.
2.0 Representations and Warranties of SELLER.
SELLER hereby represents and warrants to PURCHASER that:
2.1 Authority. SELLER has the power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by constitutes a valid and binding instrument, enforceable in
accordance with its terms.
2.2 Compliance with Other Instruments. The execution, delivery and
performance of this Agreement is in compliance with and does not conflict with
or result in a breach of or in violation of the terms, conditions or provisions
of any agreement, mortgage, lease or other instrument or indenture to which
SELLER is a party or by which SELLER is bound.
2.3 Title to SELLER'S shares in ARES. SELLER is the legal and
beneficial owner of its shares in ARES and has good and marketable title
thereto, free and clear of any liens, claims, rights and encumbrances.
3.0 Representations and Warranties of PURCHASER. PURCHASER hereby
unconditionally represents and warrants to SELLER that:
3.1 Authority. PURCHASER has the power and authority to execute and
deliver this Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by PURCHASER and constitutes a valid and binding instrument,
enforceable in accordance with its terms.
3.2 Compliance with Other Instruments. The execution, delivery and
performance of this Agreement is in compliance with and does not conflict with
or result in a breach of or in violation of the terms, conditions or provisions
of any agreement, mortgage, lease or other instrument or indenture to which
PURCHASER is a party or by which PURCHASER is bound.
3.3 Rule 144 Restriction. PURCHASER hereby agrees that such shares are
restricted pursuant to Rule 144 and therefore subject to Rule 144 resale
requirements.
4.0 Notices. Notice shall be given by certified mail, return receipt
requested, the date of notice being deemed the date of postmarking. Notice,
unless either party has notified the other of an alternative address as
provided hereunder, shall be sent to the address as set forth herein.
5.0 Governing Law. This Agreement shall be interpreted and governed in
accordance with the laws of the State of New York.
6.0 Severability. In the event that any term, covenant, condition, or
other provision contained herein is held to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction, the invalidity of any
such term, covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.
7.0 Entire Agreement. This Agreement contains all of the terms agreed
upon by the parties with respect to the subject matter hereof. This Agreement
has been entered into after full investigation.
8.0 Invalidity. If any paragraph of this Agreement shall be held or
declared to be void, invalid or illegal, for any reason, by any court of
competent jurisdiction, such provision shall be ineffective but shall not in
any way invalidate or effect any other clause, Paragraph, section or part of
this Agreement.
9.0 Gender and Number. Words importing a particular gender mean and
include the other gender and words importing a singular number mean and include
the plural number and vice versa, unless the context clearly indicated to the
contrary.
10.0 Amendments. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
11.0 No Assignments. Neither party may assign nor delegate any of its
rights or obligations hereunder without first obtaining the written consent of
the other party.
IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.
By: /S/ T. CHONG WENG
---------------------------
T. CHONG WENG
By: /S/ DEANE THOMAS
---------------------------
DEANE THOMAS
EXHIBIT 99.1
T.C. Weng
244 Fifth Avenue, W219
New York, New York 10001-7604 USA
Tel/Fax: 212-504-8120
October 21, 2003
Deane Thomas, President
Ares Global Assets, Inc.
8 Victoria Square
Aberdare, Wales, CF44 7LA
United Kingdom
Dear Mr. Thomas,
Effective immediately, I am resigning as Director, President, Secretary and
Treasurer of Ares Global Assets, Inc. (the "Registrant"), a Delaware
corporation, a public reporting company registered with the United States
Securities and Exchange Commission. My resignation was not due to any
disagreement with the Registrant on any matter relating to the Registrant's
operations, policies or practices.
Yours Truly,
/S/ TC WENG
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T.C. Weng