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): April 1, 2004
WELUND FUND, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-50142
(Commission File Number)
none
(I.R.S. Employer Identification No.)
244 Fifth Avenue, #W219, New York, NY 10001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 504-8120
n/a
(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On April 1, 2004, T. Chong Weng ("TC Weng"), the sole shareholder of
Welund Fund, Inc. ("Welund," "Company," or "Registrant"), entered into a Share
Purchase Agreement with Kevin G. Elmore, pursuant to which Mr. Elmore acquired
2,240,000 shares owned by TC Weng on April 2, 2004 (the "Closing date"). The
total consideration paid by Mr. Elmore for the shares was fifty thousand
dollars ($50,000). Mr. Elmore used his personal funds to purchase the Welund
shares. Before to this transaction there was no relationship between Mr.
Elmore and the Company or TC Weng nor did Mr. Elmore own any securities of the
Company. Mr. Elmore now owns 100% of the issued and outstanding shares of the
Company. Simultaneously with this transaction, the Board of Directors of
Welund nominated Kevin G. Elmore to the Board of Directors and all former
officers and directors resigned. Mr. Elmore was then named President,
Secretary and Treasurer of the Company.
Prior to the sale, Welund had 2,240,000 shares of common stock
outstanding.
Copy of the Share Purchase Agreement reflecting the sale of the
2,240,000 shares is attached hereto as an exhibit. The foregoing description
is modified by such reference.
The following table sets forth, as of April 2, 2004, 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.
Amount and
Nature of
Name and Address of Beneficial Percent of
Title of Class Beneficial Owner (1) Ownership Class (2)
- -------------- ----------------------------- ---------- ----------
Common Stock Kevin G. Elmore (3) 2,240,000 100%
2515 Camino Del Rio South
Ste 117
San Diego, CA 92108
Common Stock All Officers and Directors as 2,240,000 100%
a Group (1 person)
--------------
(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 2,240,000 shares issued and outstanding.
(3) The Registrant's current sole officer and director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
1.1Agreement for the Purchase of Common Stock dated as of April 1, 2004, by and
between Kevin G. Elmore and Mr. T. Chong Weng.
99.1 Director Resolutions
99.2 TC Weng 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.
WELUND FUND, INC.
By: /s/ Kevin G. Elmore Date: April 2, 2004
- ----------------------------------
Name: Kevin G. Elmore
Title: President
EXHIBIT 1.1
SHARE PURCHASE AGREEMENT
This Agreement made as of the 31st day of March, 2004 ("Agreement"), by
and between T. CHONG WENG, with an address at 244 Fifth Avenue, Suite W219, New
York, New York 10001 ("Seller"), and KEVIN G. ELMORE, ATTORNEY CLIENT TRUST,
with an address at 2515 Camino Del Rio South, Suite 117, San Diego, California
92108 ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller is the record owner and holder of all the issued and
outstanding shares of capital stock of Welund Fund, Inc., a Delaware
corporation ("Corporation" or "Welund"), which Corporation has issued capital
stock of 2,240,000 shares of common stock at $.0001 par value ("Shares"), as
more fully described in the attached Exhibit A.
WHEREAS, Purchaser desires to purchase the Shares from Seller and Seller
desires to sell such Shares upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained in this Agreement, and in order to
consummate the purchase and sale of the Corporation's Shares, it is hereby
agreed, as follows:
1. Transfer of Shares. Seller hereby transfers and delivers 2,240,000
of his issued and outstanding shares in Welund to Purchaser in consideration of
FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) by wire transfer to an account
to be specified by Seller. Upon receipt of the consideration by Seller, Seller
will immediately forward 2,240,000 Welund shares to the Purchaser.
2. Representations and Warranties of Seller.Seller, as sole director,
officer and shareholder of Corporation, hereby represents and warrants to
Purchaser that:
(i) Corporation is a corporation duly organized and validly existing
and in good standing under the laws of the State of Delaware and has the
corporate power and authority to carry on the business it is now being
conducted. Corporation and/or Seller do not require any consent and/or
authorization, declaration or filing with any government or regulatory
authority to undertake nay actions herein;
(ii) Corporation is newly formed with no financial information
available other than the financial information included in the
Securities and Exchange Commission's (`SEC") filings;
(iii) There are no legal actions, suits, arbitrations, or other
administrative, legal or governmental proceedings threatened or pending
against the Corporation and/or Seller or against the Seller or other
employee, officer, director or stockholder of Corporation.
Additionally, Seller is not aware of any facts which may/might result in
or form a basis of such action, suit, arbitration or other proceeding on
any basis whatsoever;
(iv) The Corporation has no subsidiaries or any direct or indirect
ownership interest in any other corporation, partnership, association,
firm or business in any manner;
(v) The Corporation and/or Seller does not have in effect nor has any
present intention to put into effect any employment agreements, deferred
compensation, pension retirement agreements or arrangements, options
arrangements, bonus, stock purchase agreements, incentive or
profit-sharing plans;
(vi) No person or firm has, or will have, any right, interest or valid
claim against the Corporation for any commission, fee or other
compensation in connection with the sale of the Shares herein as a
finder or broker or in any similar capacity as a result of any act or
omission by the Corporation and/or Seller or anyone acting on behalf of
the Corporation and/or Seller;
(vii) The business and operation of the Corporation has and will be
conducted in accordance with all applicable laws, rules, regulations,
judgments. Neither the execution, delivery or performance of this
Agreement (A) violates the Corporation's by-laws, Articles of
Incorporation, Shareholder Agreements or any existing resolutions; and,
(B) will cause the Corporation to lose any benefit or any right or
privilege it enjoys under the Securities Act ("Act") or other applicable
state securities laws;
(viii)Corporation has not conducted any business and/or entered into any
agreements with third-parties;
(ix) This Agreement has been duly executed and delivered by constitutes
a valid and binding instrument, enforceable in accordance with its terms
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 Corporation and/or Seller a party
or by which they are bound;
(x) Seller is the legal and beneficial owner of the Shares and has
good and marketable title thereto, free and clear of any liens, claims,
rights and encumbrances; and,
(xi) The information contained on Exhibit A is true and correct.
3. Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants to Seller that:
(i) 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;
(ii) 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; and,
(iii) Purchaser hereby agrees that such shares are restricted pursuant
to Rule 144 and therefore subject to Rule 144 resale requirements.
4. 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:
Seller: T. Chong Weng
244 Fifth Avenue, Suite W219
New York, New York 10001
Purchaser: Kevin G. Elmore, Attorney Client Trust
2515 Camino Del Rio South, Ste. 117
San Diego, CA 92108
5. Governing Law. This Agreement shall be interpreted and
governed in accordance with the laws of the State of New York. The parties
herein waive trial by jury. In the event that litigation results or arise out
of this Agreement or the performance thereof, the parties agree that the
prevailing party is entitled to reimbursement for the non-prevailing party of
reasonable attorney's fee, costs, expenses, in addition to any other relief to
which the prevailing party may be entitled.
6. Conditions to Closing. The Closing is conditioned upon the
fulfillment by the Seller of the satisfaction of the representations and
warranties made herein being true and correct in all material respects as of
the date of Closing.
7. 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.
8. 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.
9. 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.
10. Gender and Number; Section Headings. 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. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
11. Amendments. No amendments or additions to this Agreement shall be
binding unless in writing, signed by both parties, except as herein otherwise
provided.
12. 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.
13. Assignment. Neither party may assign this Agreement without the
express written consent of the other party. Any agreed assignment by the
Seller shall be effectuated by all the necessary corporate authorizations and
governmental and/or regulatory filings.
14. Closing Documents. Seller and Purchaser agree, at any time, to
execute, and acknowledge where appropriate, and to deliver any and all
documents/instruments, and take such further action, which may necessary to
carry out the terms, conditions, purpose and intentions of this Agreement.
This paragraph shall survive the Closing.
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/ Kevin G. Elmore, Esq.
-----------------------------------
KEVIN G. ELMORE, ESQ.
EXHIBIT A
WELUND FUND, INC.
A DELAWARE CORPORATION
CORPORATE INFORMATION
Legal Name of Public Shell Welund Fund, Inc.
Federal I.D. Number To be applied.
S.E.C. FILE / CIK Numbers: 000-50142 / 0001210618
S.E.C Reporting Status Public reporting Company; current in all SEC filings to date.
S.E.C. Form 10-SB Effective Date March 2003 (no further comments)
State of Incorporation, Date of Formation State of Delaware on July 16, 2002
Net Equity -0-
Underwriter Self
STOCK INFORMATION
Classes of Stock Common Stock, $.0001 par value; Preferred Stock, $.0001 par value
Authorized Shares 100,000,000 Common Shares; 20,000,000 Preferred Shares
Issued and Outstanding 2,240,000 Common Shares; 0 Preferred Shares
Shares
Number of "Control Shares" 2,240,000 Common Shares (100%)
available:
Warrants and Options None
Outstanding:
OTC Trading Symbol 15c2-11 (Form 211) to be filed with NASD through sponsoring market maker after business combination is
completed.
Market Makers To be selected.
Transfer Agent and The Company currently acts as its own transfer agent and registrar.
Registrar
EXHIBIT 99.1
UNANIMOUS WRITTEN CONSENT
BY THE BOARD OF DIRECTORS OF
WELUND FUND, INC.
IN LIEU OF A MEETING
Pursuant to the Delaware General Corporation Law, as amended, which
provides that any action required to be taken at a meeting of the board of
directors of a Delaware corporation may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
directors, the undersigned, being all of the directors of WELUND FUND, INC., a
Delaware corporation (the "Corporation"), do hereby waive any and all notices
that may be required to be given with respect to a meeting of the directors of
the Corporation and do hereby take, ratify, affirm, and approve the following
actions:
RESOLVED, that the number of board seats is hereby increased to two (2),
and KEVIN G. ELMORE is hereby appointed as a director of the Corporation to
fill the newly created board seat, to hold such office until the next annual
meeting of shareholders;
RESOLVED, that the resignation of T. CHONG WENG as sole officer and
director of the Corporation is hereby accepted, and the number of board seats
is hereby decreased to one (1);
RESOLVED, that KEVIN G. ELMORE is hereby appointed as president,
secretary, and treasurer of the Corporation;
RESOLVED, that the appropriate officers of the Corporation be, and they
hereby are, authorized and directed to take all such further actions and to
execute and deliver all such instruments and documents in the name and on
behalf of the Corporation, and under its corporate seal or otherwise, as in
their judgment shall be necessary, proper, or advisable in order to fully carry
out the intent and to accomplish the purposes of the foregoing resolutions.
The undersigned, being all of the directors of the Corporation, hereby
unanimously consent to, approve, and adopt the foregoing actions as of the 2nd
of April 2004, notwithstanding the actual date of the signing.
/s/ T. Chong Weng
------------------------------
T. Chong Weng
/s/ Kevin G. Elmore
------------------------------
Kevin G. Elmore
I, Kevin G. Elmore, hereby accept my appointment as director, president,
secretary, and treasurer of Welund Fund, Inc., a Delaware corporation.
/s/ Kevin G. Elmore
- ------------------------------
Kevin G. Elmore
I, T. Chong Weng, hereby resign as director and officer of Welund Fund, Inc., a
Delaware corporation, effective the 2nd day of April 2004, and hereby waive and
renounce any claim against said corporation, including any claim for accrued
but unpaid wages, severance, compensation or benefits.
/s/ T. Chong Weng
- ------------------------------
T. Chong Weng
EXHIBIT 99.2
T.C. Weng
244 Fifth Avenue, W219
New York, New York 10001-7604 USA
April 2, 2004
Mr. Kevin G. Elmore
2515 Camino Del Rio South, Ste 117
San Diego, CA 92108
Dear Mr. Elmore:
Effective immediately, I am resigning as Director, President, Secretary and
Treasurer of Welund Fund, Inc., a Delaware corporation (the "Registrant").
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/ T.C. Weng
- ------------------------------
T.C. Weng