Attached files
| file | filename |
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| EX-10.1 - MONGOLIA HOLDINGS, INC. | cnsv_ex10-1.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) February 9, 2010
CONSOLIDATION SERVICES,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
DELAWARE
(State or
Other Jurisdiction of Incorporation)
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333-142105
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20-8317863
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2756
N. Green Valley Parkway, Suite 225
Henderson, NV
89014
(Address
of Principal Executive Offices) (Zip
Code)
(702)
614-5333
(Registrant's
Telephone Number, Including Area Code)
____________
(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
8.01OTHER EVENTS
Consolidation
Services, Inc. (“Parent”) transferred its coal assets and certain liabilities to
a newly formed, wholly-owned subsidiary of Parent, named Colt Resources, Inc., a
Nevada corporation (“SpinCo”) and retained
assets and liabilities relating to Parent’s oil and gas business (the
“Spin-Off”), effective as of January 1, 2010 (the “Separation Date”) for tax and
accounting purposes. On February 9, 2010, the Financial Industry
Regulatory Authority, Inc. (“FINRA”) effected the Spin-Off of one share of
common stock, $.001 par value, of SpinCo (the “SpinCo Shares”) to each Parent
stockholder of record as of January 31, 2010 (the “Record Date”) on a pro-rata
one-for-one basis. The Parent should be considered for all purposes,
including investment, as primarily an oil and gas company. SpinCo is
primarily a coal company with a residual oil and gas royalty receivable on all
oil and gas assets that were owned by Parent as of the Separation
Date.
Parent
common stock shall continue to be traded on the OTCBB under the symbol “CNSV”
and the SpinCo Shares when distributed shall constitute “restricted securities”
and will not be publicly traded.
Although
the Spin-Off is now effective, completion of the distribution of SpinCo shares,
remains subject to, and conditioned on, compliance with the Federal securities
laws and the resolution of complex regulatory, accounting, tax and legal issues
with the assistance of appropriate professionals.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Separation
and Distribution Agreement by and between Consolidation Services, Inc., and Colt
Resources, Inc.
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 hereunto
duly authorized.
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Date: February
11, 2010
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CONSOLIDATION
SERVICES, INC.
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By:
/s/ Johnny R.
Thomas
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Name: Johnny
R. Thomas
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Title: Chief
Executive Officer and President
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