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): December 28, 2005
PAVO ROYAL, INC.
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(Name of Small Business Issuer in its Charter)
Nevada 000-51224 56-2504276
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
6130 Elton Avenue, Las Vegas, NV 89107
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(Address of principal executive officers, including Zip Code)
(702) 334-4008
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(Issuer's Telephone Number)
8309 Bay Dunes, Las Vegas, NV 89131
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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 2.01 Completion of Acquisition or Disposition of Assets
On December 28, 2005, My Quote Zone, Inc., ("MQZ") a Nevada corporation and
Pavo Royal, Inc., ("PAVO") a Nevada corporation entered into an Acquisition
Agreement and Plan of Merger (the "Merger Agreement") whereby MQZ has acquired
all the outstanding shares of common stock of PAVO from its sole stockholder
in an exchange for $3,600 cash in a transaction where MQZ is the successor
corporation. The Merger was approved by the unanimous consent of the Board of
Directors of MQZ on December 28, 2005.
Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the
Securities and Exchange Commission, MQZ is the successor issuer to PAVO for
reporting purposes under the Securities Exchange Act of 1934, as amended (the
"Act"). The purpose of this transaction was for MQZ to succeed to the
registration status of PAVO under the Exchange Act pursuant to Rule 12g-3.
PAVO, a reporting company was not engaged in any business. It was incorporated
for the purpose of becoming a fully reporting company and subsequently finding
a merger candidate. MQZ, Inc. directors and officers became the directors and
officers of the Surviving Corporation. The sole director and officer of PAVO
resigned. Pursuant to the Acquisition Agreement and Plan of Merger the Articles
and By-laws of PAVO become the Articles and By-Laws of the Surviving
Corporation.
A copy of the Merger Agreement and Certificate of Merger are filed as exhibits
to this Current Report and are incorporated in its entirety herein.
(See Exhibit 2.1 entitled "Acquisition Agreement and Plan of Merger.")
REGISTRANT'S BUSINESS
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Pavo Royal, Inc. was incorporated under the laws of the State of Nevada on
December 29, 2004. The Company was formed as a blank check company for the
purpose of seeking to complete a merger or business acquisition transaction.
The Company has been in the developmental stage since inception and has
conducted virtually no business operations other than organizational activities.
The Company has no full-time employees and owns no real estate or personal
property.
MQZ BUSINESS
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My Quote Zone, Inc. ("MQZ"), formerly Cornerstone Data Processing, Inc., (was
incorporated in Nevada on December 26, 2003. On September 26, 2005 the Company
filed a Certificate of Amendment with the Nevada Secretary of State changing
its name to My Quote Zone, Inc. from Cornerstone Data Processing, Inc. MQZ is
a technology based marketing firm that specializes in online lead generation.
MQZ acquires prospects on behalf of clients nationwide utilizing its proprietary
Lead Code software platform. This technology platform allows the Company to
acquire, database and deliver lead applications to clients in real-time. MQZ
currently services the following industries:
o Communications
o Insurance
o Travel
o Auto
o Mortgage
My Quote Zone lead generation programs create qualified sales prospects in each
of the above categories. These sales prospects are then sold to qualified
buyers in an auction format. This is the most market efficient way to derive
maximum revenue per lead for the Company.
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RISK FACTORS
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(a) LIMITED OPERATING HISTORY
The Company has a limited operating history and must be considered to be a
developmental stage company. Prospective investors should be aware of the
difficulties encountered by such new enterprises, as the Company faces all of
the risks inherent in any new business and especially with a developmental
stage company. These risks include, but are not limited to, competition, the
absence of an operating history, the need for additional working capital, and
the possible inability to adapt to various economic changes inherent in a market
economy. The likelihood of success of the Company must be considered in light
of these problems, expenses that are frequently incurred in the operation of a
new business and the competitive environment in which the Company will be
operating.
(b) ANTICIPATED LOSSES FOR THE FORESEEABLE FUTURE
The Company has prepared audited financial statements from inception on December
26, 2003 through its year end for September 30, 2005. Its ability to continue
to operate as a going concern is fully dependent upon the Company obtaining
sufficient financing to continue its development and operational activities.
The ability to achieve profitable operations is in direct correlation to the
Company's ability to raise sufficient financing. It is important to note that
even if the appropriate financing is received, there is no guarantee that the
Company will ever be able to operate profitably or derive any significant
revenues from its operation. The Company could be required to raise additional
financing to fully implement its entire business plan.
It is also important to note that the Company anticipates that it will incur
losses and negative cash flow over the next twelve (12) months. There is no
guarantee that the Company will ever operate profitably or even receive positive
cash flows from full operations.
(c) COMPETITION
MQZ faces intense competition from larger and better-established companies that
may prevent MQZ from ever becoming a significant market leader. The market for
selling services over the Internet is relatively new, rapidly evolving and
competitive. Management expects the competition to intensify in the future.
Barriers to entry are relatively low, and current and new competitors can launch
new sites at relatively low costs using commercially available software. MQZ
potentially competes with a number of other companies marketing similar services
over the Internet. Pressures created by MQZ's competitors could negatively
impact its business, results of operations and financial condition.
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Some of MQZ's potential competitors have longer operating histories, larger
customer bases, greater brand recognition and significantly greater financial,
marketing, technical and other resources. In addition, MQZ's competitors may
acquire or be acquired by, receive investments from or enter into other
commercial relationships with larger, well-established and well-financed
competitors as use of the Internet and other online services increases.
Therefore, some of MQZ's competitors with other revenue sources may be able to
devote greater resources to marketing and promotional campaigns, adopt more
aggressive pricing policies and devote substantially more resources to website
and systems development or may try to attract traffic by offering incentives
such as free products and/or services. Increased competition may result in
reduced operating margins, loss of market share and diminished value in the MQZ
brand. There can be no assurance that the Company will be able to compete
successfully against current and future competitors.
MQZ possesses limited resources with which to compete relative to its
competitors. In addition, these companies may have more ability to pay for
advertising with major search engines and on other third party web sites,
obtaining greater exposure to the general public. Many have also established
an on-line auction format, which gives them another arena for retail sales.
New technologies and the expansion of existing technologies may increase
competitive pressures on the Company by enabling its competitors to offer
products at a lower cost. Certain Web-based applications that direct Internet
traffic to certain Web sites may channel users to retail services that compete
with MQZ. Any and all of these events could have a material adverse effect on
our business, results of operations and financial condition.
(d) POSSIBLE INABILITY TO FIND SUITABLE EMPLOYEES.
The Company currently relies exclusively upon the services and expertise of
Eduard Tabara (President) and Mark Theis (Director). In order to implement the
aggressive business plan of the Company, management recognizes that additional
staff will be required. Eduard Tabara and Mark Theis are the only personnel at
the outset. Management has no plans to increase the number of employees until
the Company can produce a profit on a consistent basis. No assurances can be
given that MQZ will be able to find suitable employees that can support the
above needs of the Company or that these employees can be hired on terms
favorable to the Company.
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(e) THE COMPANY IS DEPENDENT ON ITS OFFICERS TO DEVELOP AND IMPLEMENT ITS
BUSINESS PLAN.
MQZ plans to rely heavily on Eduard Tabara and Mark Theis. Should the Company
be deprived of the services of these officers/directors for any reason during
this period of expansion, the results would be devastating to the Company and
could lead to its dissolution. Management cannot be sure that this business
model will be successful. The Company does not currently have an employment
agreement with Eduard Tabara and Mark Theis.
(f) RISKS ASSOCIATED WITH ACQUISITIONS MAY NOT BENEFIT THE COMPANY AND
DILUTE THE VALUE OF THE COMPANY'S SHARES.
If appropriate opportunities present themselves, MQZ would acquire businesses,
technologies, or service(s) that the Company believes are strategic and would
help it build its operations and/or future customer base.
The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition is
currently being pursued. There can be no assurance that the Company will be
able to identify, negotiate or finance future acquisitions successfully, or to
integrate such acquisitions with its current business. The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business. Further, there can be no
assurance that the anticipated benefits of any acquisition will be realized.
Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's business, results of operations and financial
condition. Any future acquisitions of other businesses, technologies, services
or product(s) might require the Company to obtain additional equity or debt
financing, which might not be available on terms favorable to the Company, or
at all, and such financing, if available, might be dilutive.
(g) LOW-PRICED STOCKS MAY AFFECT THE RESELL OF THE COMPANY'S SHARES.
Penny Stock Regulation Broker-dealer practices in connection with transactions
in "Penny Stocks" are regulated by certain penny stock rules adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system). The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document that provides information about penny stocks and the risk associated
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with the penny stock market. The broker-dealer must also provide the customer
with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock; the broker-dealer must make a written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. When the Registration Statement becomes effective and the
Company's securities become registered, the stock will likely have a trading
price of less than $5.00 per share and will not be traded on any exchanges.
Therefore, the Company's stock is initially selling at $0.01 per share they
will become subject to the penny stock rules and investors may find it more
difficult to sell their securities, should they desire to do so.
PROPERTIES
The Company's corporate headquarters are located at: 6130 Elton Avenue, Las
Vegas, NV 89107.
CURRENT DIRECTORS
The names, ages and positions of the Company's director and executive officer
are as follows:
Name Age Position
- ------------- --- --------------------------
Eduard Tabara 31 President
Mark Theis 35 Director
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Biography of Mark Theis, Director
- ---------------------------------
September 2005 to Present - My Quote Zone, Inc - Director
2002 to August 2005 - Independent Programming Consultant
1999 to 2002, 1Hope.com, Inc - CTO
1998 to 1999, MHC, Medical Management Corporation of California - Lead
Database/Application Programmer
1997 to 1998, Steri-Oss, Inc - Programmer / Analyst
1995 to 1997, Washington State Department of Social and Health Services
Computer Analyst/Programmer II & III
1994 to 1995, Washington State Department of Social and Health Services
Computer Information Consultant I
Military
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United States Army - 1988 to 1993
Education
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Rio Americano High School, Sacramento, CA - Graduated - 1988
South Puget Sound College, Olympia, WA - Attended 1993 to 1995
EDUARD TABARA - President
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September 2005 to Present - My Quote Zone, Inc - President
April 2001 to August 2005, Abadon Studio - Senior Cold Fusion Developer
December 1999 to March 2001, Department of Information and Documentation of
the State Enterprise "Registru" - Head Engineer
January 1999 to November 1999, National Bank of Moldova - Head Engineer
(Department of Protection of Information)
January 1996 to December 1998, The Computer Center of the State University
of Moldova - Main Engineer
December 1995 to December 1998, State University of Moldova (Institute
"Perspectiva") - Professor of Mathematics and Computer Science
Education
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State University of Moldova - Graduate Degree - Faculty of Mathematics and
Cybernetics - 1996
State University of Moldova - Post-Graduate Studies - 1996 to 1999
Professor of Mathematics, Computer Science & Theory of Probabilities
Languages
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Romanian, English, Russian and Spanish
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
As a result of our the Company's current limited available cash, no officer
or director received annual compensation during the fiscal year ended September
30, 2005. MQZ intends to pay salaries when cash flow permits.
Eduard Tabara and Mark Theis
SUMMARY COMPENSATION TABLES
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Annual Compensation
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Name and Other Annual
Principal Position Year Salary ($) Bonus ($) Compensation ($)
- -------------------------------------------------------------------------------
Eduard Tabara
President 2005 -0- -0- -0-
2004 -0- -0- -0-
Mark Theis
Director 2005 -0- -0- -0-
2004 -0- -0- -0-
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Long Term Compensation Table
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Long Term Compensation
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Awards Payouts
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Restricted Stock Securities LTIP All Other
Name and Principal Award(s)($) Underlying Options/ Payouts Compensation
Position Year SARs(#) ($) ($)
- ------------------------------------------------------------------------------
Eduard Tabara
President 2005 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
Mark Theis
Director 2005 -0- -0- -0- -0-
2004 -0- -0- -0- -0-
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The Company currently does not have employment agreements with its executive
officers. The executive officer/director of the Company has agreed to take no
salary until the Company can generate enough revenues to support salaries on a
regular basis. The officer will not be compensated for services previously
provided. They will receive no accrued remuneration.
Compensation of Directors
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No director receives any fee, salary or commission for service as a director.
In addition, no such arrangement is contemplated for the foreseeable future.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Market Information
MQZ Common Stock, $0.001 par value, is not traded on any market medium.
DESCRIPTION OF MQZ SECURITIES
In accordance with its amended and restated certificate of incorporation,
MQZ is authorized to issue up to 70,000,000 shares of Common Stock, par value
$0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001
per share. As of December 27, 2004, there were 1,448,000 shares of Common
Stock issued and outstanding. There is no Preferred Stock issued or
outstanding.
MQZ COMMON STOCK
On December 26, 2003 (inception), the Company issued 30,000,000 shares of its
$0.001 par value common stock to its sole shareholder for cash.
On May 30, 2005, the Company issued 6,000,000 shares of its $0.001 par value
common stock pursuant to a regulation 504 offering.
On September 30, 2005, the Company effected a 6-for-1 forward split of its
$0.001 par value common stock. All references to common stock are
retroactively restated to reflect the forward split.
As of December 28, 2005, there were 36,000,000 shares of Common Stock
issued and outstanding. There are no outstanding stock options or warrants.
MQZ has 70,000,000 shares, par value $0.001, authorized.
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the Board of Directors of the Company may from
time to time determine. The board of directors of the Company will review its
dividend policy from time to time to determine the desirability and feasibility
of paying dividends after giving consideration to the Company's earnings,
financial condition, capital requirements and such other factors as the board
may deem relevant.
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ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is noncumulative,
which means that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board of directors
may issue shares for consideration of previously authorized but unissued common
stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption Rights - no such rights exist for shares of common stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this registration statement.
(2) Potential Liabilities of Common Stockholders to State and Local Authorities
No material potential liabilities are anticipated to be imposed on stock-holders
under state statutes. Certain Nevada regulations, however, require regulation
of beneficial owners of more than 5% of the voting securities. Stockholders that
fall into this category, therefore, may be subject to fines in circumstances
where non-compliance with these regulations are established.
B. Preferred Stock
The authorized preferred stock of the corporation consists of 5,000,000
shares with a par value of $0.001 per share.
The Company has not issued any preferred stock to date, nor have they developed
the descriptive attributes of these preferred shares. The Company can issue
shares of preferred stock in series with such preferences and designations as
its board of directors may determine. The board of directors can, without
shareholder approval, issue preferred stock with voting, dividend, liquidation,
and conversion rights. This could dilute the voting strength of the holders of
common stock and may help MQZ's management impede a takeover or attempted
change in control.
The Common Stock and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders. The Common Stock and/or
Preferred Stock may be issued for such consideration as may be fixed from time
to time by the Board of Directors. The Board of Directors may issue
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such shares of Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution of
resolutions.
Item 5.01 Changes in Control of Registrant
On December 28, 2005, Jeffrey Chad Guidry resigned as the sole officer and
director of the Registrant and MQZ's directors, Eduard Tabara, Mark Theis,
became the directors/officer of the Registrant. No agreements exist to the
knowledge of the Registrant among the former or present controlling
stockholders of the Registrant and their associates with respect to the
election of the Registrant's directors or any other matter that might result
in a change of control of the Registrant.
(a) Pursuant to Rule 12g-3(g) of the General Rules and Regulations of the
Securities and Exchange Commission, MQZ is the successor issuer to PAVO for
reporting purposes under the Securities Exchange Act of 1934, as amended
(the "Act"). The purpose of this transaction was for MQZ to succeed to
the registration status of PAVO under the Exchange Act pursuant to Rule
12g-3. PAVO, a reporting company was not engaged in any business. It was
incorporated for the purpose of becoming a fully reporting company and
subsequently finding a merger candidate. MQZ, Inc. directors and officers
became the directors and officers of the Surviving Corporation. The sole
director and officer of PAVO resigned. Pursuant to the Acquisition Agreement
and Plan of Merger the Articles and By-laws of PAVO become the Articles and
By-Laws of the Surviving Corporation.
(b) The following table sets forth information concerning stock ownership as
of December 28, 2005 for (i) each director, (ii) each executive officer, (iii)
the directors and officers of the Company as a group, (iv) and each person
known by the Company to own beneficially more than five percent (5%) of the
Common Stock of the Company. Unless otherwise indicated, the owners have
sole voting and investment power with respect to their respective shares.
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
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Common Mark Theis (2) Director 9,000,000 25%
Common Eduard Tabara (3) President 720,000 2%
Common Metzger Family Trust(4) Shareholder 5,760,000 16%
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All Executive Officers, Directors
as a Group (2 persons) 9,720,000 27%
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(1) The percentages listed in the Percent of Class column are based upon
36,000,000 issued and outstanding shares of Common Stock.
(2) Mark Theis, 6130 Elton Avenue, Las Vegas, NV 89107.
(3) Eduard Tabara, 6130 Elton Avenue, Las Vegas, NV 89107.
(4) Metzger Family Trust, 100 Oak Forest Circle, Glendora, VA 91741.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On December 28, 2005, PAVO accepted the resignations of Jeffrey Chad Guidry as
Officer and Director and Eduard Tabara and Mark Theis became the President and
Director, respectfully, of the director of the Registrant.
Pursuant to the merger, the Officers and Directors of MQZ, the successor
corporation, will remain the same. (See Exhibit 2.1 "Merger Agreement".)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective as of December 28, 2005, the Registrant's Board of Directors will
amend its Articles of Incorporation and By-laws. The Articles of Merger change
the name of Registrant from Pavo Royal, Inc. to My Quote Zone, Inc. (See
Exhibit A, of Merger Agreement filed as an exhibit to this Current Report on
Form 8-K.)
Change of Fiscal Year
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Effective with the Merger, the Registrant elects to change is fiscal year from
December 31 to September 30.
Item 5.06. Change in Shell Company Status
Reference is made to the disclosure set forth under Item 2.01 and Item 5.01 of
this Current Report on Form 8-K, which disclosure is incorporated herein by
reference.
Item 8.01 Other Events
Based on the acquisition of My Quote Zone, Inc., the Registrant has moved its
headquarters from 8309 Bay Dunes, Las Vegas, NV 89131 to 6130 Elton Avenue,
Las Vegas, NV 89107, effective December 28, 2005.
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Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of business acquired.
The required financial statements of MQZ for the periods specified in Rule 3-
05(b) of Regulation S-X are included herein. This Current Report provides
hereto as Exhibit 99.2 the audited consolidated financial statements of MQZ
for the period from December 26, 2003 (inception) to September 30, 2005.
(b) Pro Forma Financial Information.
The required Pro Forma financial statements of MQZ for are included herein.
This Current Report provides exhibit 99.3 and the unaudited pro forma
consolidated financial information of the Pavo Royal and My Quote Zone, Inc.
(c) Exhibits:
2.1* Acquisition Agreement and Plan of Merger, by and between
Pavo Royal and My Quote Zone, Inc. dated December 28, 2005.
99.2* Audited Financials for MQZ.
99.3* Unaudited Pro Forma Consolidated Financial Information of
the Pavo Royal and My Quote Zone, Inc.
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*This filing.
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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.
My Quote Zone, Inc.
------------------------
Registrant
By: /s/ Mark Theis
------------------------------------
Name: Mark Theis
Title: Director
Dated: December 28, 2005
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Exhibit Index
(c) Exhibits:
2.1* Acquisition Agreement and Plan of Merger, by and between
Pavo Royal and My Quote Zone, Inc. dated December 28, 2005.
99.2* Audited Financials for MQZ.
99.3* Unaudited Pro Forma Consolidated Financial Information of
the Pavo Royal and My Quote Zone, Inc.
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*This filing.
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