Attached files
| file | filename |
|---|---|
| EX-10.1 - EGPI FIRECREEK, INC. | v177023_ex10-1.htm |
| EX-10.2 - EGPI FIRECREEK, INC. | v177023_ex10-2.htm |
| EX-10.3 - EGPI FIRECREEK, INC. | v177023_ex10-3.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): March 3, 2010
EGPI
FIRECREEK, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
|
000-32507
(Commission
File Number)
|
88-0345961
(IRS
Employer Identification No.)
|
|
|
3400
Peachtree Road, Suite 111, Atlanta, Georgia
(principal
executive offices)
|
30326
(Zip
Code)
|
(404)
421-1844
(Registrant’s
telephone number, including area code)
6564
Smoke Tree Lane Scottsdale, Arizona 85253
(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:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
|
Item 1.01.
|
Entry
into a Material Definitive
Agreement.
|
On March
3, 2010, EGPI Firecreek, Inc. (“EGPI”) executed a Stock Purchase Agreement with
the stockholders of Redquartz LTD (the “Sellers” or the “Company”), a company
formed and existing under the laws of the country of Ireland, whereas EGPI
agreed to issue 100,000 shares of its restricted common stock in exchange for
100% of the issued and outstanding shares of common stock, par value $0.01 per
share, of the Company. All assets and liabilities, other than the Shareholder
Notes Payable, of the company were transferred to the Sellers.
A copy of
the Stock Purchase Agreement which include the material terms, and its related
attachments, are attached as exhibits to this report.
BUSINESS
REDQUARTZ
LTD:
Redquartz
LTD has been in business for 45 years, is known internationally and is our
entrance into the European markets with respect to Intelligent Traffic Systems
(ITS) and the transportation industry as well as expanding our relationship
recently established with Cordil, Inc., a multimillion dollar general contractor
based in Ireland with projects around the world.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
In this
Current Report, we make a number of statements, referred to as “forward-looking
statements” which are intended to convey our expectations or predictions
regarding the occurrence of possible future events or the existence of trends
and factors that may impact our future plans and operating
results. We note, however, that these forward-looking statements are
derived, in part, from various assumptions and analyses we have made in the
context of our current business plan and information currently available to us
and in light of our experience and perceptions of historical trends, current
conditions and expected future developments and other factors we believe to be
appropriate in the circumstances.
You can
generally identify forward-looking statements through words and phrases such as
“seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,”
“budget,” “project,” “may be,” “may continue,” “may likely result,” and similar
expressions. When reading any forward-looking statement you should
remain mindful that all forward-looking statements are inherently uncertain as
they are based on current expectations and assumptions concerning future events
or future performance of SATCO, and that actual results or developments may vary
substantially from those expected as expressed in or implied by that statement
for a number of reasons or factors, including those relating to:
|
·
|
Whether
or not markets for our products develop and, if they do develop, the pace
at which they develop;
|
|
·
|
Our
ability to attract and retain the qualified personnel to implement our
growth strategies;
|
|
·
|
Our
ability to fund our short-term and long-term financing
needs;
|
|
·
|
Competitive
factors;
|
|
·
|
General
economic conditions;
|
|
·
|
Changes
in our business plan and corporate strategies;
and
|
|
·
|
Other
risks and uncertainties discussed in greater detail in the sections of
this Current Report.
|
|
Item 2.01.
|
Completion
of Acquisition or Disposition of
Assets.
|
See Item
1.01, above.
|
Item 2.03
|
Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registration
|
See Item
1.01 above.
|
Item 3.02
|
Unregistered
Sales of Equity Securities
|
See Item
1.01 above.
The
Company claims an exemption from the registration requirements of the Securities
Act of 1933, as amended (the “Act”) for the private placement of these
securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D
promulgated thereunder since, among other things, the transaction does not
involve a public offering, the Investor is an “accredited investor” and/or
qualified institutional buyer, the Investor has access to information about the
Company and its investment, the Investor will take the securities for investment
and not resale, and the Company is taking appropriate measures to restrict the
transfer of the securities.
|
Item 9.01
|
Financial
Statements and Exhibits.
|
(a) Financial
Statements of Business Acquired.
It is not
practicable to file the required historical financial statements of EGPI
Firecreek, Inc., a Nevada corporation (the “registrant”), and Redquartz LLC a
company formed and existing under the laws of the country of Ireland (the newly
acquired “Subsidiary”) at this time. Accordingly, pursuant to Item
9.01(a)(4) of Form 8-K, the registrant will file such financial statements under
cover of Form 8-K/A as soon as practicable, but not later than the date required
by applicable law.
(b) Pro
forma financial information.
It is not
practicable to file the required pro forma financial statements of EGPI
Firecreek, Inc., a Nevada corporation (the “registrant”), and Redquartz LLC, a
company formed and existing under the laws of the country of Ireland (the newly
acquired “Subsidiary”). Accordingly, pursuant to Item 9.01(b)(2) of Form 8-K,
the registrant will file such financial statements under cover of Form 8-K/A as
soon as practicable, but not later than the date required by applicable
law.
(c) Shell
company transaction. Not applicable.
(d) Exhibits.
The
following exhibits are filed herewith:
|
Exhibit No.
|
Identification of Exhibit
|
|
|
10.1
|
Stock
Purchase Agreement with the Stockholders of Redquartz
LTD
|
|
|
10.2
|
Patrick
Kelly Promissory Note 1 Agreement to the Stock Purchase Agreement with
Redquartz LTD, as of March 3, 2010.
|
|
|
10.3
|
Patrick
Kelly Promissory Note 2 Agreement to the Stock Purchase Agreement with
Redquartz LTD, as of March 3,
2010.
|
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.
Date:
March 11, 2010
|
EGPI
FIRECREEK, INC.
|
|
|
By
|
/s/
Dennis R. Alexander
|
|
Dennis
R. Alexander, Chief Executive
Officer
|
|