URBA: 80M O/S ALL Issued. .003 currently. APRIL Acquisition.
URBA: 8K filed. All 80M Shares ISSUED and O/S,
None left :-)
April 30th Target date for Acquisition.
Shell in play @ .003
freeedgar.com
Item 4. Changes in Control of Registrant.
On April 6, 2002, Oxford Knight International, Inc. ("Oxford"), a company
publicly-traded on the pink sheets under the stock symbol OXFD, entered into a
Share Exchange Agreement with Urbana.CA, Inc. (the "Company") . Pursuant to the
Share Exchange Agreement, Oxford agreed to exchange 10,000,000 shares of its
common stock to the Company in exchange for 1,000,000 shares of Series A
Convertible Preferred Stock (the "Preferred Stock").
Oxford's acquisition of the Preferred Stock entitles Oxford to have the
right to vote on all shareholder matters equal to 66 2/3% of the total vote. In
addition, the Preferred Stock is convertible into that number of shares of
Company common stock which result in Oxford receiving 51% of the issued and
outstanding shares of Company common stock following the conversion.
Item 5. Other Events.
In connection with the Share Exchange, Paul Syracuse became the Chief
Executive Officer, President and a Director of the Company and Brent Walters
became the Chief Financial Officer, Secretary, Treasurer and a Director of the
Company. David Groves resigned as the Company's Chief Executive Officer and
President.
Section 1.02 Capitalization. The authorized capitalization of Urbana
consists of 80,000,000 shares of common stock, $.001 par value, of which
80,000,000 shares are currently issued and outstanding. In addition, Urbana has
authorized 10,000,000 shares of preferred stock, $.001 par value, of which 0
shares are currently issued and outstanding. All issued and outstanding shares
are legally issued, fully paid, and non-assessable and not issued in violation
of the preemptive or other rights of any person.
Urbana shall cause the Urbana Schedules and the instruments and data
delivered to Oxford hereunder to be promptly updated after the date hereof up to
and including the Closing Date.
It is understood and agreed that not all of the schedules referred to
above have been completed or are available to be furnished by Urbana. Urbana
shall have until April 30, 2002 to provide such schedules. If Urbana cannot or
fails to do so, or if Oxford acting reasonably finds any such schedules or
updates provided after the date hereof to be unacceptable according to the
criteria set forth below, Oxford may terminate this Agreement by giving written
notice to Urbana within five (5) days after the schedules or updates were due to
be produced or were provided. For purposes of the foregoing, Oxford may consider
a disclosure in the Urbana Schedules to be "unacceptable" only if that item
would have a material adverse impact on the financial condition of Urbana.
Section 2.08 Approval of Agreement. The board of directors of Oxford has
authorized the execution and delivery of this Agreement by Oxford and has
approved this Agreement and the transactions contemplated hereby.
It is understood and agreed that not all of the schedules referred to
above have been completed or are available to be furnished by Oxford. Oxford
shall have until April 30, 2002 to provide such schedules. If Oxford cannot or
fails to do so, or if Urbana acting reasonably finds any such schedules or
updates provided after the date hereof to be unacceptable according to the
criteria set forth below, Urbana may terminate this Agreement by giving written
notice to Oxford within five (5) days after the schedules or updates were due to
be produced or were provided. For purposes of the foregoing, Urbana may consider
a disclosure in the Oxford Schedules to be "unacceptable" only if that item
would have a material adverse impact on the financial statements of Oxford.
Section 3.03 Closing. The closing ("Closing") of the transactions
contemplated by this Agreement shall be on a date and at such time as the
parties may agree ("Closing Date") but not later than April 30, 2002, subject to
the right of Oxford to extend such Closing Date by up to an additional thirty
(30) days. Such Closing shall take place at a mutually agreeable time and place.
(Voluntary Disclosure: Position- Long; ST Rating- Strong Buy; LT Rating- Strong Buy) |
