UNITED STATES
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): July 15, 2005
Neighborhood Connections, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-50344 16-1630142
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3118 West Parkwood Avenue, Pmb 111, Webster, TX 77598
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(Address of principal executive offices) (Zip Code)
(281) 554-9560
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Issuer's Telephone Number
Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[_] 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 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On July 15, 2005, Neighborhood Connections, Inc. (the "Registrant" or "NCI")
entered into an Agreement and Plan of Reorganization with Lpath Therapeutics,
Inc., a Delaware corporation, pursuant to which Lpath will be merged with
Neighborhood Connections Acquisition Corporation, a Nevada corporation, a
wholly owned subsidiary of the Registrant with no assets or liabilities
formed solely for the purpose of facilitating the merger.
In the merger, each outstanding share of Lpath common stock will be converted
into one share of NCI Class A Common Stock. If the merger is completed, the
stockholders of Lpath will own a substantial majority of the outstanding
shares of NCI Class A Common Stock. Prior to the closing NCI will repurchase
4.92 million shares held by its largest shareholder for $10,000. This
shareholder will retain 80,000 shares of NCI Class A Common Stock, of which
50,000 shares will be held in escrow as security for any indemnification
claims.
The merger is contingent upon, among other things, Lpath raising capital,
through a Private Placement Offering, of a minimum of $4 million on or before
September 30, 2005, or at such date as may be determined by the parties hereto,
provided, however that Lpath shall have the right at any time prior to
September 30, 2005 to extend the date of the Closing until a subsequent date,
but no later than November 30, 2005. If funding does not take place by the
deadline, the agreement may be terminated at the discretion of either party.
There are no assurances that Lpath will be able to raise the minimum funding
requirements.
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.
NEIGHBORHOOD CONNECTIONS, INC.
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(Registrant)
Dated: July 21, 2005 By: /s/ Ruth Selmon
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Ruth Selmon
Chief Executive Officer
Chief Financial Officer