Attached files
| file | filename |
|---|---|
| EX-10.1 - AGREEMENT AND PLAN OF MERGER - American Retail Group, Inc. | f8k102609ex10i_resourceacq.htm |
| EX-10.2 - ASSET PURCHASE AGREEMENT - American Retail Group, Inc. | f8k102609ex10ii_resourceacq.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
Date of
Report (Date of earliest event reported): October 26,
2009
| RESOURCE ACQUISITION GROUP, INC. | ||||||
| (Exact name of registrant as specified in its charter) | ||||||
|
Nevada
|
||||||
|
(State
or other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
c/o
Primary Capital LLC
80
Wall Street, 5th Floor
New
York, NY 10005
(Address
of principal executive offices)
(212)
300-0070
(Telephone
number, including area code)
DK
INVESTORS, INC.
(Former
Name or Former Address, if Changed Since Last Report)
Copies
to:
Richard
I. Anslow, Esq.
Anslow
& Jaclin, LLP
195
Rt. 9 South, Suite 204
Manalapan,
NJ, 07726
Tel.:
(732) 409-1212
Fax.:
(732) 577-1188
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
|
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
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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))
|
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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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1
Item
1.01 Entry into a Material Definitive Agreement.
On
October 27, 2009, DK Investors, Inc. (the “Company”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Resource Acquisition Group,
Inc., (“Resource Acquisition”) a Nevada Corporation and wholly owned subsidiary
of the Company, whereby the Company merged with and into Resource Acquisition
and Resource Acquisition being the surviving corporation. Pursuant to
the Merger Agreement, Resource Acquisition acquired all of the assets and
assumed all of the liabilities and obligations of the Company. The
shareholders of the Company received one (1) common share of Resource
Acquisition for every two (200) hundred common shares they owned in the Company.
The Merger Agreement was executed to further the Company’s plan to
re-domesticate its corporate existence from New York to Nevada as described in
the Company’s Definitive 14C filed with the Securities & Exchange Commission
on September 2, 2009.
Item
2.01 Completion of Acquisition or Disposition of Assets
On
October 26, 2009, the Company and SGK Nanostructures, Inc., a New York
corporation (“SGK”) and wholly owned subsidiary of the Company, entered into an
Asset Purchase Agreement (the “Agreement”). Pursuant to the
Agreement, the Company conveyed all of its right title and interest in its
business activities in the field of commercializing proprietary technologies and
capabilities in the field of nanotechnology (the “Legacy Business”) in exchange
for a pro rata spin-off of the Legacy Business. The assets conveyed
to SGK consisted of:
| (a) | Technology related to two patent applications which are pending |
| (b) | $ 64,246.99 which represents 50% of the current Notes, accrued salary and related expenses due to Mr. John Leo |
| (c) | $ 110,000 Note payable due to Nano dynamics |
| (d) | $ 18,541.50 which represents 50% of the accrued salary due to Mr. Brian Zucker |
| e) | Any and all liabilities related to the business of SGK Nanostructures |
The
Agreement was executed to further the Company’s plan to spin-off its corporate
assets as described in the Company’s Definitive 14C filed with the Securities
& Exchange Commission on September 2, 2009.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit Number
|
Description
|
|
|
10.1
|
Agreement
and Plan of Merger
|
|
|
10.2
|
Asset
Purchase Agreement
|
2
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 thereunto
duly authorized.
|
Dated:
November 19, 2009
|
RESOURCE
ACQUISTION GROUP, INC.
|
|
|
By:
|
/s/
John C. Leo
|
|
|
John
C. Leo
Chief
Executive Officer
|
3