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): February 9, 2010
MOBIEYES
SOFTWARE, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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333-157565
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26-4065800
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
Number)
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27
Fletcher Ave.
Sarasota,
FL 34237
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(Address
of principal executive offices)
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941-312-0330
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(Registrant’s
Telephone Number)
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14835
East Bluff Road
Milton, GA 30004
(Former
name or former address, if changed since last report)
Copy of
all Communications to:
Carrillo
Huettel, LLP
3033
Fifth Avenue, Suite 201
San
Diego, CA 92103
phone:
619.399.3090
fax:
619.399.0120
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:
£
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))
1
ITEM
5.01. CHANGES IN CONTROL OF REGISTRANT.
On
February 9, 2010 (the “Closing Date”), Dana J. Pekas acquired the majority of
the issued and outstanding common stock of Mobieyes Software, Inc., a Florida
corporation (the “Company”), from Kevin Miller (the “Seller”), in accordance
with a stock purchase agreement (the “Stock Purchase Agreement”) between Dana J.
Pekas, SFJ Family Trust, Richard Lupient and the Seller.
Pursuant
to the terms of the Stock Purchase Agreement, Dana J. Pekas acquired control of
eleven million one hundred eighteen thousand (11,118,000) shares of the
Company’s issued and outstanding common stock representing approximately 84.69%.
SFJ Family Trust acquired eight hundred eight hundred sixty four thousand
(864,000) shares of the Company’s issued and outstanding common stock
representing approximately 6.54% of the Company’s issued and outstanding common
stock. Richard Lupient acquired control of eighteen thousand (18,000) shares of
the Company’s issued and outstanding common stock representing approximately
0.13%. Dana J. Pekas acquired a total of eleven million nine hundred eighty two
thousand (11,982,000) shares as he is the trustee of the SFJ Family Trust,
accordingly Mr. Pekas aggregate ownership represents approximately 90.77% of the
shares of outstanding common stock of the Company at the time of transfer.
The aggregate purchase price for the shares was Three Hundred Thousand dollars
($300,000).
As part
of the acquisition the following changes to the Company's directors and officers
have occurred:
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·
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Kevin
Miller resigned as the sole member of the Company's Board of Directors and
as the Company's President, Chief Executive Officer, Secretary, Treasurer,
Principal Financial and Accounting Officer effective February 9,
2010.
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·
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As
of February 9, 2010, Dana J. Pekas was appointed as the Company's
President, Chief Executive Officer, and as a member of the Company's Board
of Directors.
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·
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As
of February 9, 2010, David Finkelstein was appointed as the Company's
Chief Financial Officer, Secretary and as a member of the Company's Board
of Directors.
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·
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As
of February 9, 2010, Clarence M. McCulley was appointed as the
Company's Chief Operating Officer and as a member of the Company's Board
of Directors.
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ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Kevin
Miller resigned as a member of the Company's Board of Directors effective as of
February 9, 2010. Kevin Miller also resigned as the Company's President,
Chief Executive Officer, Treasurer, Secretary and Principal Accounting and
Financial Officer and the Company's sole Director, such resignation was
effective February 9, 2010. The resignation was not the result of any
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On
February 9, 2010, Dana J. Pekas was appointed as the Company's President, Chief
Executive Officer and as a member of the Company's Board of
Directors.
On
February 9, 2010, Clarence M. McCulley was appointed as the Company's Chief
Operating Officer and as a member of the Company's Board of
Directors.
On
February 9, 2010, David Finkelstein was appointed as the Company's Chief
Financial Officer, Secretary and as a member of the Company's Board of
Directors.
Chief
Executive Officer, President and Director
Mr. Dana J. Pekas, attended the
University of Minnesota from 1981 to 1984. From 1984 to 1999, Mr. Pekas was a
senior officer and owner of Amcom Corporation/Express Point. From 1999 to 2004,
he was a senior officer and owner of Universal Products Corp which merged into
UTP Holdings, LLC. Since 2004, Mr. Pekas has been the managing member of UTP
Holdings, LLC. Mr. Pekas also has served as a board of director or manager for
the following companies: Express Point Technologies, Knead’n Dough and Toy Box
Storage.
2
Chief
Financial Officer, Secretary and Director
Mr.
David N. Finkelstein is an Attorney at law and a CPA. He graduated from the law
school at the University of North Carolina at Chapel Hill in 1984 after
obtaining his Bachelor of Science degrees in Accounting and Business
Administration from Chapel Hill in 1978. Before founding his own firm in 1990,
Mr. Finkelstein practiced for ten years with two of the largest and most
prominent law firms in the country, Fulbright & Jaworski in Houston and
Holland & Knight. Prior to that, he practiced as a CPA in Atlanta and served
as controller of a subsidiary of the Georgia Power Company. Mr. Finkelstein has
served as tax counsel to the local Bar Association and a former treasurer of
that organization. He has also served as technical advisor to the editor of CPA
Today magazine, the official journal of the Florida Institute of Certified
Public Accountants. Mr. Finkelstein regularly participates in the pro bono
program of the Lawyers’ Referral Service. He is a Master Mason and member of the
Shrine Club. Mr. Finkelstein has been working with UTP Holdings, LLC as a legal
and financial advisor since August 2008. Since 1990, Mr. Finkelstein has
been working at his own firm located in Sarasota,
Florida.
Chief
Operating Officer and Director
Mr. Clarence M. McCulley, attended
Wayne County College in Michigan from 1974 to1976. From 1976 to 1990,
he owned Waterfront Industrial, a company whose core businesses were trucking of
steel coils for the auto industry and scrap metal for the steel industry,
warehousing and logistics for the steel mill and auto industries, and demolition
for state and county municipalities in Michigan. From 1990 to 1999,
he was a demolition consultant for US Dismantling in Pennsylvania, Michigan and
for various firms in the state of Florida. In 2000, he started American Salvage
Inc. and in 2003 he purchased T&M. He is currently owner and
operator of these two companies. He has also served on the board of
directors for Waterfront Industrial, US Dismantling, T&M Salvage and
American Salvage and Trading.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial
statements of business acquired:
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None
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(b)
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Pro
Forma Financial Information
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None
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(c)
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Shell
company transactions.
None
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(d)
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Exhibits.
None.
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3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MOBIEYES
SOFTWARE, INC.
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Date:
February 16, 2010
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By:
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/s/
Dana J. Pekas
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Dana
J. Pekas
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Chief
Executive Officer & President
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