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): January 14, 2010
Bellmore
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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000-156062
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26-3033276
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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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1990
Main Street, Suite 750
Sarasota,
Fl 34236
(Address
of principal executive offices)
(941)
309-5356
(Telephone
number, including area code)
1806
Bellmore Street
Oakhurst,
NJ 07755
(Former
name or former address, if changed since last report)
Copies
to:
Gregg
E. Jaclin, Esq.
Anslow
& Jaclin, LLP
195
Rt. 9 South
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
See Item
2.01 below.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
December 12, 2009, Mark Gruberg and Bernard Gruberg, the majority shareholders
(the “Majority
Shareholders”) of Bellmore Corporation (the “Company”), entered
into a stock purchase agreement (the “Agreement”) with Walter Kostiuk (“Kostiuk”). Pursuant
to the Agreement, the Majority Shareholders were to transfer to Kostiuk two
million (2,000,000) shares of the Company’s common stock, representing
approximately 84.39% of the total issued and outstanding common stock of the
Company, in exchange for the purchase price of two hundred and seventy five
thousand dollars ($275,000) (the “Purchase
Price”). On January 14, 2010 (the “Closing Date”),
Kostiuk transferred the balance of the Purchase Price to the Majority
Shareholders (the “Closing”).
Business
Pursuant
to the change in control of the Company, the Company has changed its business
plan, as set forth below:
Bellmore
Corporation will become a global technology company focused on providing answers
and highly targeted advertising through an automated answer engine via web and
mobile smartphone applications. The Company will offer a wide range of
answers on a broad scope of web-based content.
Item
5.01 Changes in Control of Registrant
On the
Closing Date, pursuant to the terms of the Agreement, Kostiuk purchased a total
of two million (2,000,000) shares of the issued and outstanding common stock of
the Company, representing (84.39%) of the total issued and outstanding stock of
the Company, from the Majority Shareholders. In exchange for the
controlling shares of the Company, Kostiuk agreed to pay the Purchase Price, as
referenced in Item 2.01 above.
In
connection with the change in control, the Company changed the location of its
executive offices to 1990 Main Street, Suite 750, Sarasota, Fl 34236. The
Company’s new telephone number is (941) 309-5356. The Company’s new
fax number is (941) 309-5257.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
(a) Resignation
of Directors/Officers
Effective
immediately upon the Closing of the transaction contemplated in the Agreement,
Mark Gruberg and Bernard Gruberg tendered their resignations from all offices
held in the Company.
(b) Appointment
of Directors and Officers
The
following person was appointed as our sole executive officer and director.
Directors are elected to hold offices until the next annual meeting of
Shareholders and until their successors are elected or appointed and qualified.
Officers are appointed by the board of directors until a successor is elected
and qualified or until resignation, removal or death.
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Name
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Age
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Position
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Walter
Kostiuk
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43
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Chief
Executive Officer, Chief Financial Officer,
Chairman
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The
business experience of Walter Kostiuk is as follows:
Walter
Kostiuk, 43, Chief Executive Officer, Chief Financial Officer,
Chairman
Mr.
Kostiuk has more than fifteen years experience in the Wireless Data and Semantic
Software industries. His past experience includes growing early-stage technology
companies, highlighted by leadership roles with some of the most successful
technology companies in the world today including Research in Motion (“RIM”) beginning in
1999. During his six year career at RIM, Kostiuk co-founded the BlackBerry ISV
mobile applications strategy & division.
In 2005,
Mr. Kostiuk participated in the startup successes of AskMeNow™, an early
provider of human-based mobile question & answer solutions, where he
negotiated several wireless carrier and manufacturer distribution deals in both
Canada and the U.S including Rogers Wireless and Alltel Wireless (now Verizon
Wireless). Mr. Kostiuk’s business development efforts supported a peak corporate
valuation of approximately one hundred and fifty million dollars ($150,000,000)
in 2006.
Most
recently, Mr. Kostiuk held an executive leadership role at Expert System™, a
global leader in Enterprise Semantic Intelligence solutions, where he was
directly responsible for the mobile enterprise search strategy and business in
2008. While there, Mr. Kostiuk was successful in securing a contract
with Research in Motion, resulting in the deployment of a mobile self-help
search solution called BlackBerry Answers™.
Through
his efforts at Expert System, Mr. Kostiuk’s applications were awarded the 2009
GSM Mobile Global Award as well as the 2009 CTIA Finalist Award for Emerging
Technology.
Family
Relationships
None.
Related
Party Transactions
There are
no related party transactions reportable under Item 5.02 of Form 8-K and Item
404(a) of Regulation S-K.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Stock
Purchase Agreement, dated December 12, 2009, as filed with the SEC on Form 8-K
on December 16, 2009.
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 hereunto duly
authorized.
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Dated:
January 19, 2010
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BELLMORE
CORPORATION
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By:
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/s/
Walter
Kostiuk
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Walter
Kostiuk
Chief
Executive Officer
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