Attached files
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| EX-10.1 - SHARE EXCHANGE AGREEMENT - Kurrant Mobile Catering, Inc. | ex10-1.htm |
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
May 20,
2010
Date of
Report (Date of earliest event reported)
KURRANT MOBILE CATERING,
INC.
(Exact
name of registrant as specified in its charter)
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Colorado
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000-53011
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26-1559350
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8600 Decarie, Suite
200
Montreal, Quebec,
Canada
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H4P 2N2
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(Address
of principal executive offices)
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(Zip
Code)
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(858)
531-5723
Registrant’s
telephone number, including area code
194
Hermosa Cirle
Durango,
Colorado 81301
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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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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__________
SECTION
1. REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Share
Exchange Agreement
Effective
May 20, 2010, Kurrant Mobile Catering, Inc., a Colorado corporation (the
“Corporation”) entered into a share exchange agreement (the “Share Exchange
Agreement”) with Pierre Turgeon (“Turgeon”), a shareholder of Transit Publishing
Inc., a privately held corporation (“TPI”). In accordance with the terms and
provisions of the Share Exchange Agreement, the Corporation acquired fifty
percent (50%) of the total issued and outstanding shares of common stock of TPI
held of record by Turgeon in exchange for issuance of an aggregate 90,000,000
shares of its restricted common stock to Turgeon. Thus, the transaction will
result in the business and operational activities of TPI primarily being
conducted by and through the Corporation. See “Current Business
Operations” below.
Development
of the Company
The
Company was organized under the laws of the State of Colorado on October 15,
2007. The Company was the wholly-owned subsidiary of Kurrant Food Enterprises
Inc. (“KRTF”). On approximately November 30, 2007, the board of directors of
KRTF approved the spin-off of the Company to the shareholders of record of KRTF
as of January 10, 2008. The shares of the Company were distributed to the
shareholders of KRTFFF on approximately Febraury 12, 2008.
Effective
February 10, 2010, certain selling shareholders (collectively, the “Sellers”)
and Tony Khoury (the “Purchaser”) entered into those certain common
stock purchase agreements (collectively, the “Purchase Agreements”) for the
purchase of an aggregate 1,040,000 shares of common stock of the Corporation. In
accordance with the terms and provisions of the Purchase Agreement, the Sellers
sold an aggregate of 1,040,000 shares of common stock (the “Common Stock”) of
the Corporation. In further accordance with the terms and provisions of the
Purchase Agreement, the funds were escrowed and released accordingly upon
closing of the Purchase Agreements. The Sellers subsequently entered into the
Purchase Agreements. The Company has been in the development stage
since its formation and has not yet realized any revenues from its planned
operations.
Current
Business Operations
Based on
the change of control pursuant to the Share Exchange Agreement, the business
operations of the Company, through TPI, will be as an international publishing
company with offices based in Montreal, New York and Paris. As of the date of
this Current Report, TPI works in partnership with major distributors to deliver
a specialized service in workldwide markets. TPI has a vision of crossing the
barriers of language and culture to deliver new voices of literary excellence to
the world’s readers through its distribution channels. It currently publishes
its works in English, French and Spanish, with further rights sold in
approximately twenty languages around the world in markets ranging from China to
Brazil. TPI’s books are currently distributed in: (i) the United States through
its partner National Book Network; (ii) the United Kingdom, Australia aned New
Zealand through its partner National Book Network International; (iii) Canada
through its partner Georgetown Publications; (iv) Quebec (French Canada) through
its partner Agence du Livre; and (v) Spain and Hispanic America through its
partner Times Editions.
TPI has
achieved considerable success in the United States, the United Kingdom, France
and Canada, especially with its second titled book “Unmasked: The Final years of Michael
Jackson”, which has been a #1 New York Times bestseller with rights sold
to over eighty countries worldwide. TPI’s current catalogue contains fiction and
non-fiction titles in the areas of pop culture, biography, health and wellness,
juvenile, historical, thriller and true crime. Its expertise in producing
intriguing investigative biographies has generated a multitude of review and
interest across the world, including acclaim for the international hits “Unmasked: The Final Years of Michael
Jackson” and “Brangelina: The Untold Story of Brad
Pitt and Angelina Jolie”. TPI also publishes literary works, such as
“The First Person” by
Canadian author Pierre Turgeon, a two-time winner of the Governor General’s
Literary Award in Canada. Management of the Company believes that TPI excels in
its mission to publish high-quality books with global appeal. TPI has also
recently introduced its first eBooks with Amazon Kindle and iTunes/iPhone on
Apple Store.
iPhone
From its
inception, TPI has prioritized digitcal development as a target and announced
plans to sell all books on Apple iBookstore with the anticipated iPad to follow.
Approxiamtely February 22, 2010, TPI introduced its latest book “Brangelina: The Untold Story of Brad
Pitt and Angelina Jolie” in digital format. Management of the Company
believes that TPI is the first publisher in Quebec, Canada to offer its
catalogue on iPhone and iPod Touch. Users can download the first chapter for
free onto iPhone in English or French from the Apple Store with an option to
purchase integrated. TPI is in partnership with developer Pe-Soft and has
developed a digital playback application on iPhone offering many options from
bookmarks, direct access to chapters, automatic scrolling, choice of paper
textures or font size. Management of the Company believes that 3,000,000 people
use iPhone specifically for reading thus making digital books the most popular
to date. As of the date of this Current Report, most of TPI’s in print books are
also available on multiple digital platforms, scuh as Kindle, Soft Covers and
through Barnes & Noble, the founders of eBooks.
Beneficial
Ownership Chart
The
following table sets forth certain information, as of the date of this Current
Report, with respect to the beneficial ownership of the outstanding common stock
by: (i) any holder of more than five (5%) percent; (ii) each of our executive
officers and directors; and (iii) our directors and executive officers as a
group. Except as otherwise indicated, each of the stockholders listed below has
sole voting and investment power over the shares beneficially owned. Unless
otherwise indicated, each of the stockholders named in the table below has sole
voting and investment power with respect to such shares of common
stock. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated. As of the date of this Current
Report, there are 91,404,254 shares of common stock issued and
outstanding.
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Name
and Address of Beneficial Owner(1)
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Amount
and Nature of Beneficial Ownership(1)
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Percentage
of Beneficial Ownership
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Directors
and Officers:
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Tony
Khoury
8600
Decarie, Suite 200
Montreal,
Quebec
Canada
H4P 2N2
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1,040,000
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1.16%
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Pierre
Turgeon
5310,
15e Avenue
Apartment
303
Montreal,
Quebec
Canada
H1X 3G2
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90,000,000
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98.46%
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Francois
Turgeon
27
rue Bagg
Montreal,
Quebec
Canada
H2W 1J9
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-0-
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0%
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Peter
George
555
Montrose
Unit
21
Beaconsfield,
Quebec
Canada
H9W 6B4
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-0-
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0%
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All
executive officers and directors as a group (4 person)
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91,040,000
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99.60%
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Beneficial
Shareholders Greater than 10%
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None
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*
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Less
than one percent.
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(1)
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Under
Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person’s actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Current Report. As of the date of this Current Report,
there are 91,404,shares issued and
outstanding.
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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01Changes in Control of
Registrant
The
Company refers to Item 1.01 above, “Entry into a Material Agreement” concerning
the change in control.
Item 5.02Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.
Following
the Share Exchange Agreement: (i) Pierre Turgeon consented to act as a member of
the Board of Directors of the Company effective May 20, 2010; (ii) Francois
Turgeon consented to act as a member of the Board of Directors of the Company
effective May 20, 2010; and (iii) Peter George consented to act as a member of
the Board of Directors of the Company effective May 20, 2010. Thus as of the
date of this Current Report, the Board of Directors consistes of Tony Khoury,
Pierre Turgeon, Francois Turgeon and Peter George.
The
biographies of each of the new directors and officers are set forth below as
follows:
Pierre Turgeon. Mr.
Turgeon is the president of TPI. During the past thirty years, Mr. Turgeon has
authored several books, articles and scripts. From approximately 1968 through
1975, Mr. Turgeon was a journalist and literary critic at the Canadian
Broadcasing Company. In 1972, he was awarded the first prize in the Dramatic
Works of Radio – Canada for The Interview, which was written in collaboration
with Jacques Godbout. In 1975, Mr. Turgeon wrote a scenario on the events of
October 1970, The October
Crisis, directed by Marc Blandford and produced by Canadian Broadcasting
Company. During 1979 through 1986, he was the general manager and publisher of
Sogides, the largest French publishing group in North America. In 1981, Mr.
Turgeon received the Governor General’s Award for his fifth novel “The First Person” and in
1992 was awarded for the second time the Governor General’s Award for his essay
“Radissonia”. During
1993, Mr. Turgeon wrote the script of a film by Frederic Back, The Mighty River,
which received the Grand Prix International Film Festival for Children in
Annency. And, in 2000, Mr. Turgeon published “Canada: A People’s History”,
volumes 1 and 2 from its origins to today, Editions Fides, Montreal, and
McClelland and Stewart in Toronto (with Don Gillmor). This book received the
price of the best reference book on the history of Canada by the Canadian
Minstry of Culture. Mr. Turgeon earned a Bachelor of Arts at College
Sainte-Marie, in Quebec.
Francois
Turgeon. Mr. Francois Turgeon is the general director of TPI.
During the past twenty years, Mr. F. Turgeon has been an artist, composer and
musician and involved in multimedia. Mr. F. Turgeon was an art director at
Transit Medias, where he obtained extensive experience in cultural
administration and the creative sector. He has dintinguished himself in the
areas of multimedia production and project management. Mr. F. Turgeon has
produced over one hundred interactive works and co-directed several products in
book design, website design and music production. Mr. F. Turgeon’s
accomplishments have led him to work and travel in Europe, the United States,
Peru and Mexico. He has the ability to successfully develop projects in terms of
financing and management as well as to manage and motivate teams of multimedia
production, including authors, musicians, programmers and designers. As
president of Tonality Inc, during 2004 through 2008, Mr. F. Turgeon seized the
commercial potential that the dissemination and publication of cultural works on
the Internet represents by obtaining the following grants and awards: (i) grant
from Heritage Canada for the project iTheque, a platform for the promotion and
downloading of videos for Videographe, a center of the media arts in Quebec;
(ii) finalist for the Angnes Financiers of Montreal in 2007; (iii) Young
Promoter’s Grant awarded by the CEDC Plateau Montreal in Febuary 2006 for the
quality and originality of the business plan for Tonality Inc.; (iv) CYBF Grant
awarded through a competition for young Canadian entrepreneurs; (v)
Hydro-Quebec/OFQJ Grant in 2006 and 2007 awarded by the Office of
Franco-Quebecers to spend two weeks in Paris for professional development; (vi)
Noise Makers 2006, an album released in the fall of 2006 to excellent reviews;
and (vii) winner of the Spectra Grant in July 2005 awarded by the Foundation du
Maire of Montreal to develop Tonality Inc. Mr. F. Turgeon earned a degree in
1995 from Stanislas College in Philosophy, Mathematics and French Classical
Studies. During 1995 through 1998, he attended the School of Music Vincent
d’Indy, CEGEP level, where he studies the foundations of classical music and
electric bass. In 2006 through 2007, Mr. F. Turgeon studied production and
commercialization at SAJE Montreal Metro.
Peter George. Mr. George has
been involved in the multimedia communications, marketing and management and
lead generation industry. He is a professional with a list of production credits
in the field of administration, artistic and creative endeavors. Mr. George’s
career started in the field of dance as a choreographers, stage director,
artistic director and co-founder of Les Ballets Jazz de Montreal. He further
diversified to variety entertainment, film, television, publicity and corporate
event productions as a producer and director. Mr. George is currently the
executive vice president of Thirty9 Communications Group, a leading new media
multiplatform marketing group. From approximately 2003 to 2007, Mr. George was
the president of Group George, which was a company that assisted other companies
to improve performance, increase sales and build brands by conducting live
events, branded environments and interactive experiences. From approximately
1995 to 2003, Mr. George was the co-president and artistic director of Force
Multimedia Montreal, which is a firm specializing in the production of large
scale public events, communications tolds in multimedia, video, special events,
press conferences, multimedia presentations, promotional events and corporate
video. Mr. George was the producer of the cultural program for The Artic Winter
Games and earned credits in the closing ceremonies of the Montreal Forum and the
opening of the Molson Center and the World Youth Days. Mr. George has also
produced event for numerous corporate high profile clients, including Planet
Hollywood, Molson, Merck Frosst Canada, Quebecor Wolrd, Loblaws, BioChem Pharma
and Ivanhoe Cambridge. Mr. George earned a B.A. degree in Education and Sport
Administration.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial
Statements and Exhibits
(a) Financial Statements of Business
Acquired.
Not
applicable.
(b) Pro forma Financial
Information.
Not
applicable.
(c)
Shell Company Transaction.
Not
applicable.
(d)
Exhibits.
10.1 Share
Exchaneg Agreement between Pierre Turgeon, a shareholder of Transit Publishing
Inc., and Kurrant Mobile Catering Inc. dated May 20, 2010.
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.
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KURRANT
MOBILE CATERING, INC.
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DATE: May
31, 2010
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/s/ Tony Khoury
_________________________________
Name:
Tony Khoury
Title:
President/Chief Executive
Officer
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