U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
AMENDMENT #2
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.)
2515 Camino Del Rio South, Suite #117, San Diego, CA 92108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619) 295-3085
244 Fifth Avenue, #W219, New York, NY 10001
(Former name or former address, if changed since last report)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT
On April 1, 2004, Mr. T. Chong Weng, the sole shareholder of Welund Fund, Inc.
(the "Registrant"), entered into a Share Purchase Agreement (the "Agreement")
with Mr. Kevin G. Elmore, pursuant to which Mr. Elmore will acquire 2,240,000
shares (the "Shares") owned by Mr. T. Chong Weng on April 2, 2004 (the
"Closing") in a private transaction. However, on the date of Closing, Mr.
Elmore did not make full payment for the Shares as required under the
Agreement, and as a result, the Closing did not occurred until June 9, 2004.
To date, the total consideration paid by Mr. Elmore for the Shares was Fifty
Thousand Dollars ($50,000). According to Mr. Elmore, he used his personal
funds to purchase the Shares. Before to this transaction there was no
relationship between Mr. Elmore and the Registrant or Mr. T. Chong Weng nor did
Mr. Elmore own any securities of the Registrant. As of June 9, 2004, Mr.
Elmore owns 100% of the issued and outstanding shares of the Registrant. As
part of the transaction, effective June 9, 2004, the existing sole director of
the Registrant, Mr. T. Chong Weng, has appointed Mr. Elmore as a director, and
Mr. T. Chong Weng has resigned, leaving Mr. Elmore as the sole director of the
Registrant. The sole director has elected Mr. Kevin G. Elmore as the president
of the Registrant.
Prior to the sale, the Registrant had 2,240,000 shares of common stock issued
and outstanding.
Copy of the Share Purchase Agreement reflecting the sale of the 2,240,000
shares is incorporated herein by reference to a Form 8-K filed on April 2,
2004. The foregoing description is modified by such reference.
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/ T. Chong Weng Date: June 9, 2004
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Name: T. Chong Weng
Title: President
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 9th
of June 2004, notwithstanding the actual date of the signing.
/s/ T. Chong Weng
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T. Chong Weng
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Kevin G. Elmore
I, Kevin G. Elmore, hereby accept my appointment as director, president,
secretary, and treasurer of Welund Fund, Inc., a Delaware corporation.
________________________
Kevin G. Elmore
T. Chong Weng
244 Fifth Avenue, W219
New York, New York 10001-7604
June 9, 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 "Company").
My resignation was not due to any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.
I confirm that I have no claim against the Company whether in respect of
remuneration, severance payments, pensions, expenses or compensation for loss
of office or in any other respect whatsoever.
Yours faithfully,
/s/ T. Chong Weng
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T. Chong Weng