Attached files
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EX-99.1 - EXHIBIT 99.1 - TACTICAL AIR DEFENSE SERVICES, INC. | ex991.htm |
EX-10.1 - EXHIBIT 10.1 - TACTICAL AIR DEFENSE SERVICES, INC. | ex101.htm |
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) May 20, 2010
Tactical
Air Defense Services, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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88-0455809
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(State
or other jurisdiction
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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123
West Nye Lane, Suite 517
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Carson
City, Nevada 89706
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(Address
of principal executive offices)
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(775)
888-6744
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(Issuer’s
Telephone Number)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
On May
20, 2010, Tactical Air Defense Services, Inc. (the “Company”) entered into a
Letter of Intent (the “LOI”) with Tactical Air Support, Inc.
(“TAS”).
TAS is a
highly regarded Aerospace/Defense Services contractor founded by a group of
former Navy, Marine, and Air Force Weapon’s School Instructors. TAS has won and
successfully executed multiple Aerospace/Defense contracts awarded by divisions
of the U.S. Department of Defense. TAS’s website is located at
www.tacticalairsupport.com
Pursuant
to the terms of the LOI and subject to further negotiation, the Company will
acquire 100% of the equity interest (both common and preferred) of TAS such that
following the transaction, TAS will become a wholly owned subsidiary of the
Company. In exchange, the existing shareholders of TAS will be issued
approximately 46% of post transaction issued and outstanding shares of the
Company’s common stock. The parties have agreed to use their best efforts to
close the Transaction within 120 days of execution of the LOI.
Item 7.01 Regulation
FD Disclosure.
Press
Releases
In
connection with the LOI and concurrently with this Form 8-K, the Company issued
a press release relating to the LOI as described in “Item 1.01 Entry Into
Material Definitive Agreements” above. A copy of this press release
is furnished as an exhibit to this Report.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
Number
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Description
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10.1
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Letter
of Intent between Tactical Air Defense Services, Inc. and Tactical Air
Support, Inc.
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99.1
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Press
release dated as of May 20, 2010, entitled “Tactical Air Defense Services
to Acquire Tactical Air Support, Inc.” relating to Letter of Intent
between Tactical Air Defense Services, Inc. and Tactical Air Support, Inc
(Deemed Furnished)
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Dated: May
20, 2010
SIGNATURE
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.
Tactical
Air Defense Services, Inc.
/s/ Alexis Korybut
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By:
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Alexis
Korybut
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Its:
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Chief
Executive Officer
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