SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 26, 2010 (January 3, 2011)
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Nevada 000-49669 30 0658859
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas, 24th FL, New York, NY 10019
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
(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
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ] 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 240.13a-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On January 3, 2011, pursuant to a certain assignment and assumption agreement,
Registrant assumed all of the right, title and interest in and to certain loan
agreements and collateral of Environmental Testing Laboratories, Inc., a company
in the business of providing environmental testing and laboratory services
Due to Borrower's failure to repay amounts due of approximately $763,239.23
under the loan agreements, Registrant and Borrower entered into a Surrender of
Collateral, Strict Foreclosure and Release Agreement (the "Foreclosure
Agreement"), dated January 3, 2011, pursuant to New York Commercial Code
Sections 9-620 through 9-622, whereby Registrant acquired all of the business
assets of Borrower and assumed certain liabilities (collectively, the
"Business") in full satisfaction of Borrower's debts to Registrant.
Concurrently therewith, Registrant assigned the Business to Environmental
Quality Services, Inc., a Delaware corporation, wholly-owned by Environmental
Holding Corp, a Delaware corporation, which is a wholly-owned subsidiary of
Environmental Quality Services, Inc. and Environmental Holding Corp. are
recently formed corporations, and on a going forward basis, Registrant will
provide all required disclosures, including financial statements, for said
entities as applicable.
This summary of the Foreclosure Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of the Foreclosure
Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Pro-Forma Financial Information.
Since it is impracticable to provide the required pro-forma financial
statements for the transaction described in Item 2.01 at the time of this
filing, Registrant hereby confirms that it intends to file the required
financial statements no later than 71 calendar days after the date of this
current report on Form 8-K.
(c) Not Applicable.
10.1 Surrender of Collateral, Strict Foreclosure and Release Agreement,
dated January 3, 2011.
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.
Date: January 26, 2011
By: /s/ John R. Rice, III
John R. Rice, III
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