Attached files
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| EX-10.1 - Praxsyn Corp | v189559_ex10-1.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) June 25, 2010
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American
Antiquities, Inc.
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(Exact name of registrant as
specified in its charter)
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Illinois
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333-130446
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20-3191557
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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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1085
Cambridge Dr. Buffalo Grove, IL
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60089
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code 734-645-8546
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(Former name or former address, if
changed since last report.)
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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)
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))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Current Report on Form 8-K being filed by American Antiquities, Inc., an
Illinois corporation (the “Registrant”) relates to the
entry by the Registrant into a material agreement and matters related to such
agrement.
Section
1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material
Definitive Agreement.
Section
3 - Securities and Trading Markets
Item 3.02 Unregistered Sales
of Equity Securities.
Section
8 - Other Events
Item 8.01 Other
Events.
On June 25, 2010, the Registrant
entered into a Share Exchange Agreement, dated as of June 25, 2010, by and among
the Registrant, Pet Airways, Inc., a Florida corporation (“PAWS”), the shareholders of
PAWS, and Joseph A. Merkel, Kevin T. Quinlan, and Bellevue Holdings, Inc.,
collectively, the majority shareholders of the Registrant (the “AAQS Majority Holders”),
which sets forth the terms and conditions of the business combination of the
Registrant and PAWS (the “Transaction”) in which all
PAWS Shareholders shall exchange all of the outstanding and issued capital stock
of PAWS for an aggregate of 25,000,000 shares of common stock, par value $0.001
per share (the “Common
Stock”), of the Registrant, representing approximately 75.8% of the
outstanding Common Stock after giving effect to the Transaction and the
transactions related thereto. The Transaction is subject to a number
of closing conditions and is anticipated to close on or prior to July 31,
2010.
The Registrant is effecting such
transaction based upon the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933, as amended. As a result of the
Transaction, Hallmark shall become a wholly-owned subsidiary of the Registrant,
and the Paws Shareholders shall become the controlling stockholders of the
Registrant.
A copy of the Exchange Agreement is
attached hereto as Exhibit 10.1.
Item
9.01. Financial Statements and Exhibits
(a) Not
applicable.
(b) Not
applicable.
(c) Exhibits
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10.1
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Form
of Share Exchange Agreement, dated as of June 25, 2010, among the
Registrant, Pet Airways, Inc., a Florida corporation (“PAWS”), the
shareholders of PAWS, and Joseph A. Merkel, Kevin T. Quinlan, and Bellevue
Holdings, Inc., collectively, the majority shareholders of the
Registrant
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SIGNATURE
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.
Dated:
June 30, 2010
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AMERICAN
ANTIQUITIES, INC.
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By:
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/s/
Kevin T. Quinlan
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| Name: Kevin T. Quinlan | |||
| Title: Secretary/Treasurer | |||