SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported) FEBRUARY 7, 2011
Commission File Number 001-33933
EXPLORE ANYWHERE HOLDING CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6150 West 200 South, #3, Wabash, Indiana 46992
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
THIS AMENDMENT NO. 2 TO FORM 8-K DATED FEBRUARY 4, 2011, IS BEING FILED TO
CORRECT A MISSTATEMENT OF THE NUMBER OF SHARES BEING CANCELLED THAT WAS REFERRED
TO IN ITEM 3.02. THIS MISSTATEMENT WAS THE RESULT OF A CLERICAL ERROR IN THE
ORIGINAL 8-K FILED ON FEBRUARY 4, 2011 AND AMENDMENT NO. 1 FILED EARLIER TODAY,
FEBRUARY 8, 2011.
ITEM 2.01 COMPLETION OF ACQUISITION
On December 20, 2011, the Company entered into a Share Exchange Agreement (the
"Agreement"), with Explore Anywhere Inc., a private Nevada corporation
("Explore"), and Explore's shareholders (the "Shareholders"), whereby the
Company will acquire from the Shareholders all the issued and outstanding shares
of Explore in exchange for 2,613,750 shares of the Company's common stock. On
February 4, 2011, the Company completed this transaction and Explore became a
wholly-owned subsidiary of the Company. The Company intends to file Explore's
last two (2) fiscal years of audited financial statements and pro forma
financial statement showing the effects of the acquisition and other information
regarding Explore on a Form 8-K in the next few weeks. Upon such filing, the
Company will no longer be considered a "shell company" as that term is defined
under Rule 405.
William Gerlib, the President of Explore, recently served as the interim CEO of
the Company. William Corso and Bryan Hammond are executive officers and members
of the Board of Directors of the Company; Mr. Corso is also an executive officer
and member of the Board of Directors of Explore and Mr. Hammond is an executive
officer of the Explore.
ITEM 3.02 UNREGISTERED SALE OF SECURITIES
On February 4, 2011, the Company issued 2,613,750 shares of its common stock
pursuant to the Agreement, as described above. On that date, the Company's
largest shareholder cancelled a total of 233,190,000 shares of the Company's
common stock. The cancellation of such shares reduced the Company's total issued
and outstanding shares, after giving effect to the issuance of shares in
connection with the acquisition of Explore described above to 31,923,750 shares.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
On February 1, 2011, the Board of Directors (the "Board") of Explore Anywhere
Holding Corp., a Nevada corporation (the "Company") received the resignations of
Mr. William Gerlib acting as the Company's Interim CEO and as a member of the
Board of Directors.
On February 4, 2011, the Board elected Mr. Bryan Hammond (age 26) was appointed
as the Company's President. Prior to his appointment as President of the
Company, Mr. Hammond has been serving as a member of the Company's Board of
Pursuant to the requirements of the Securities Exchange of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned hereunto
DATE: February 7, 2011
EXPLORE ANYWHERE HOLDING CORP.
By: /s/ Bryan Hammond
Name: Bryan Hammond