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): February 7, 2006
ZKID NETWORK CO.
(Name of small business in its charter)
Nevada 0-29981 91-2027724
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
666 Dundee Road #705, Northbrook, Il. 60062
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (847) 509-4200
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 240.14a12)
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On February 3, 2006, the Company offered and sold 260,000,000 common shares to
Maverick Enterprises, Ltd., a corporation organized under the laws of the
British Virgin Islands. We sold the shares for $222,000 Dollars.
We relied on Section 4(2) and Regulation S as the securities transaction
exemption afforded by the Securities Act of 1933, as amended (the "Act"). The
securities are deemed restricted securities and may not be sold absent
registration under the Act or an exemption from the Act's registration
requirements.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
On February 3, 2006, there was a change of control of the Company as a result of
closing under the Purchase Agreement with Zkid Network, Co., a Nevada
corporation ("ZKID"), and Maverick Enterprises Ltd., a BVI corporation, wherein
Maverick Enterprises Ltd. Purchased approximately 260,000,000 common shares of
stock of Zkid Network Co. for $222,000.
Prior to completion of the Share Purchase Agreement, we had 235,000,000 shares
of common stock issued and outstanding. Following completion of the Share
Purchase Agreement we had 495,000,000 shares issued and outstanding, of which
260,000,000, or approximately 52.5%, are now owned by Maverick Enterprises Ltd.
Information regarding the share ownership of such persons following completion
of the share Purchase Agreement is set forth below under the caption "Principal
Share Ownership."
Under the terms of the Agreement, the current officers and directors of the
Company were required to resign on the closing date and appoint successors
designated by ZKID.
On February 3, 2006, the Jon Darmstadter completed a Share Purchase Agreement
for 1,000,000 shares of his preferred stock. The preferred shares are
convertible into 5,000,000 common shares and the preferred shareholder is
entitled to 30 votes for each share of Preferred share. The shares were sold to
Maverick Enterprises, Ltd., a BVI corporation, located at Birmensdorferstr. 55,
CH-8004, Zurich Switzerland, for approximately $130,000.00.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On February 6, 2006, the existing director of the Company, Donald Weisberg
resigned his positions as sole director and officers, subject to the consent of
the nominee directors and officers filling the vacancies created by his
resignation. He nominated two new directors to serve on the board of directors.
The new directors appointed were Ricky Tong Chiu and Eddie Si Hou Chou.
The following table sets forth the names and positions of the current officers
and directors of the Company. The Company has not had standing audit, nominating
or compensation committees of the Board of Directors or committees performing
similar functions. All such applicable functions have been performed by the
Board of Directors as a whole.
The directors and executive officers currently serving the Company are as
follows:
NAME POSITION
Ricky Chiu 37 President
Eddie Chou 39 Secretary, Treasurer, and a Director
The directors named above will serve until the first annual meeting of the
Company's stockholders following completion of the share exchange transaction,
or until their successors have been appointed. Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting. Officers will
hold their positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated. There
is no arrangement or understanding between any of the directors or officers of
the Company and any other person pursuant to which any director or officer was
or is to be selected as a director or officer, and there is no arrangement, plan
or understanding as to whether non-management shareholders will exercise their
voting rights to continue to elect the current directors to the Company's board.
There are also no arrangements, agreements or understandings between
non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of the Company's affairs.
Biographical Information
Ricky Chiu
Ricky Chiu has a Bachelor of Science (Physics ) Imperial college London
University. With a Special Diploma in Social study Keble college Oxford
university. Ricky is currently serving as President and CEO (Grand Power
Logistics Inc) Listed on TSX Since 2002. Ricky is also the current President and
Director for EATware Corporation. From 2000 until present Ricky Chiu has also
been the Executive Director Bao Shinn Express Limited ans from 1998 until
present acts as the Executive Director Grand Power express International LTD
(Macau).
Eddie Chou
Eddie Chou has a Bachelor of Science (Mechanical Engineering) Kings College
London University Eddie is currently serving as General Manager (Glory Team
Industrial Limited ). Eddie is also serving as the CEO of EATware corporation.
From 2000 until 2004, Eddie Chou was the Chief Engineer (ASM) A Hong Kong Stock
Exchange Listed.
PRINCIPAL SHARE OWNERSHIP
The following table sets forth, as of February 6, 2006, (immediately following
completion of the Transaction), stock ownership of each executive officer and
director of the Company, of all executive officers and directors of the Company,
as a group, and of each person known by the Company to be a beneficial owner of
5% or more of its Common Stock. Except as otherwise noted, each person listed
below is the sole beneficial owner of the shares and has sole investment and
voting power as to such shares. No person listed below has any options, warrant
or other right to acquire additional securities of the Company except as may be
otherwise noted.
Name and Address Number of Shares Percent
Beneficially Owned of Class
Maverick Enterprises, Ltd 260,000,000 52.2%
Birmensdorferstr. 55
CH-8004
Zurich, Switzerland
Maverick Enterprises, Ltd 5,000,000 (2) 1%
Birmensdorferstr. 55
CH-8004
Zurich, Switzerland
Ricky Tong Chiu (1) -- 0%
85 Waterloo Road
Kowloon Hong Kong
Eddie Si Hou Chou (1) -- 0%
25C Grand Excelsior
25 Tai Hang Drive
Hong Kong
All officers and directors as a group -- 0%
Total Beneficially Owned 260,000,000 53.2%
(1) The person named is an officer, director, or both.
(2) Maverick Enterprises Ltd. is the holder of 1,000,000 Preferred shares
which are convertible into 5,000,000 common shares. The figure above
reflects the 5,000,000 common shares in their ownership figure even
though no conversion has taken place. The preferred shares have thirty
(30) votes per share.
Item 9.01 FINANCIALS STATEMENTS AND EXHIBITS.
Exhibit Number Description
10 Share Purchase Agreement
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.
ZKID NETWORK CO.
By: /s/ Ricky Tong Chiu
Date: February 7, 2006