Attached files
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| EX-99.1 - STOCK EXCHANGE AGREEMENT - GDT TEK, Inc. | gdttek_8k-ex9901.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) June 23, 2010
GDT TEK, Inc.
(Exact name of registrant as specified in its chapter)
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Florida
(State or other jurisdiction
of incorporation
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000-20259
(Commission
File Number)
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27-0318532
(IRS Employer
Identification No.)
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555 Winderely Place, Suite 300
Orlando, Florida
(Address of principal executive offices)
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327510
(Zip Code)
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(407)-574-4740
Registrant's telephone number, including area code
Seamless Corporation
800 N. Rainbow Blvd. Suite 208, Las Vegas, NV 89109
(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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] 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 240.13e-4(c))
Item 8.01 – Other Events.
On June 23, 2010 the Company executed an of agreement as approved by the Board of Directors
WHEREAS, the parties hereto desire to consummate the transactions contemplated herein, pursuant to which (a) FGBF will transfer to GDTK 200,000 shares of FGBF (collectively, the "FGBF Shares") of Series A Preferred shares of Stock, par value $0.001 per share, to GDTK, and (b) GDTK will transfer to FGBF all the shares of the all the stock for four (4) Companies: Seamless Corp., Seamless TEK Labs, Inc., Seamless TEK Ware, Inc., and Seamless Sales LLC, all of which are Nevada Corporations (collectively, the "GDTK Shares"), owned by GDTK.
WHEREAS, for United States federal income tax purposes, the transactions contemplated hereby are intended to qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (together with all rules and regulations issued thereunder (the "Code"))and this Agreement is intended to be adopted as a plan of reorganization for purposes of Section 368 of the Code.
EXCHANGE. Subject to the terms and conditions of this Agreement, at the Closing, FGBF agrees to transfer to GDTK the “FGBF Shares” and GDTK agree to transfer to FGBF the "GDTK Shares" Shares. In addition , in connection with the July 1, 2010 EXCHANGE DATE, business combination of FGBF, GDTK may be required to satisfy certain obligations which would require provide financial information required comply with Generally Accepted Accounting Principal (“GAAP”).
Item 9.01 – Exhibits
Exhibit No.
99.1 Stock Exchange Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GDT TEK, INC. | |||
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Dated: June 28, 2010
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/s/ Albert Reda | |
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By: Albert Reda
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Its: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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