Attached files
file | filename |
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EX-10.1 - RESOURCE HOLDINGS, INC. | v173096_ex10-1.htm |
EX-10.2 - RESOURCE HOLDINGS, INC. | v173096_ex10-2.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 5(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): January 31, 2010
SMSA
EL PASO II ACQUISITION CORP.
(Exact
name of registrant as specified in Charter)
Nevada
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000-53334
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26-2809162
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(State
of incorporation)
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(Commission
File No.)
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(IRS
Employee Identification No.)
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11753
Willard Avenue
Tustin,
CA 92782
(Address
of Principal Executive Offices)
(714)
832-3249
(Issuer
Telephone number)
Not
Applicable
(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):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
January 31, 2010, SMSA El Paso II Acquisition Corp. (the “Company”) entered into
(i) Amendment No. 2 ( “Advisory Agreement Amendment No. 2”) to the Advisory
Agreement (the “Advisory Agreement”), dated as of November 5, 2009, as amended
by Amendment No. 1 dated as of December 15, 2009, between the Company and Halter
Financial Group, L.P. (“HFG”); and (ii) Amendment No. 2 (“Escrow Agreement
Amendment No. 2”) to the Escrow Agreement (the “Escrow Agreement”), dated as of
November 5, 2009, as amended by Amendment No. 1 dated as of December 15, 2009,
among the Company, Michael Campbell, HFG and Securities Transfer Corporation, as
escrow agent.
Advisory
Agreement Amendment No. 2 amends the Advisory Agreement to extend the due date
for payment of the $250,000 advisory fee to HFG by the Company (the “Advisory
Fee”) from January 31, 2010 until February 28, 2010 and Escrow Agreement
Amendment No. 2 amends the reference in the Escrow Agreement to the payment
date of the Advisory Fee from January 31, 2010 until February 28,
2010.
The
foregoing description of the Advisory Agreement Amendment No. 2 and the Escrow
Agreement Amendment No. 2 does not purport to be complete and is qualified in
its entirety by reference to the full text of such amendments, copies of which
are attached hereto as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference. The Advisory Agreement and the
Escrow Agreement were filed as Exhibits 10.3 and 10.4, respectively, to the
Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 10, 2009, and Amendment No. 1 to Advisory Agreement and
Amendment No. 1 to Escrow Agreement were filed as Exhibits 10.1 and 10.2,
respectively, to the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 21, 2009, and are incorporated
herein by reference. are incorporated herein by reference.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d) Exhibits
Exhibit
No.
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Description
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10.1
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Amendment
No. 2 to Advisory Agreement, dated as of January 31, 2010, between the
Company and Halter Financial Group, L.P.
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10.2
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Amendment
No. 2 to Escrow Agreement, dated as of January 31, 2010, among the
Company, Michael Campbell, Halter Financial Group, L.P. and Securities
Transfer Corporation.
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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.
SMSA
El Paso II Acquisition Corp.
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By:
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/s/
Michael Campbell
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Michael
Campbell
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Chief
Executive Officer and President
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Dated: February
3, 2010
EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Amendment
No. 2 to Advisory Agreement, dated as of January 31, 2010, between the
Company and Halter Financial Group, L.P.
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10.2
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Amendment
No. 2 to Escrow Agreement, dated as of January 31, 2010, among the
Company, Michael Campbell, Halter Financial Group, L.P. and Securities
Transfer Corporation.
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