Attached files
| file | filename |
|---|---|
| EX-17.2 - MAJIC WHEELS CORP | v191473_ex17-2.htm |
| EX-10.1 - MAJIC WHEELS CORP | v191473_ex10-1.htm |
| EX-17.1 - MAJIC WHEELS CORP | v191473_ex17-1.htm |
U.S.
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): July 23, 2010
MAJIC
Wheels Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
|
333-161914
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46-0523031
|
|
(Commission
File No.)
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(IRS
Employer Identification No.)
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7908 Interstate
Court
North Ft Myers, FL 33917
Phone
Number: 239-567-4702
(Address
and telephone number of principal executive offices and place of
business)
c/o Jacob
Elhadad
5A
Hataltan Street
Jerusalem,
Israel 96926
(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)
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14-12)
|
|
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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o
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Pre-commencement
communications pursuant to Rule 13ed-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
3 -- Securities and Trading
Markets
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Item
3.02
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Unregistered
Sales of Equity Securities
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On July
20, 2010, MAJIC Wheels Corp. (the “Company”) sold an aggregate of 54,000,000
shares of Common Stock to BAJA 4 X
4 OFFROAD & FABRICATIONS, INC. for a total of $118,000 pursuant
to an Agreement for the Purchase of Common Stock (the
“Agreement”). The shares represent approximately 36% of the total
outstanding securities of the Company. The shares were sold
without registration under Section 5 of the Securities Act of 1933 in reliance
on the exemption from registration contained in Section 4(2) of the Securities
Act. A copy of the Agreement is annexed hereto as Exhibit
10.1.
Also on
July 20, 2010, Eran Gronich sold an aggregate of 4,000,000 shares of Common
Stock of the Company to BAJA 4 X 4
OFFROAD & FABRICATIONS, INC. for a total of $4,000 pursuant to
an Agreement for the Purchase of Common Stock (the “Agreement”). The
shares were sold without registration under Section 5 of the Securities Act of
1933 in reliance on the exemption from registration contained in Section 4(2) of
the Securities Act.
Also on
July 20, 2010, Daniel Elbaz sold an aggregate of 18,000,000 shares of Common
Stock of the Company to BAJA 4 X 4
OFFROAD & FABRICATIONS, INC. for a total of $18,000 pursuant to
an Agreement for the Purchase of Common Stock (the “Agreement”). The
shares were sold without registration under Section 5 of the Securities Act of
1933 in reliance on the exemption from registration contained in Section 4(2) of
the Securities Act.
Section
5 -- Corporate Governance and Management
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Item
5.01
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Changes
in Control of Registrant
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Reference
is made to disclosure in Item 3.02 above. As a result of the Stock
Purchases of BAJA 4 X 4 OFFROAD & FABRICATIONS,
INC. control of the Company in the form of a total of 50.6% of the total
issued and outstanding shares of common stock of the Company which total
150,000,000 was changed to BAJA 4
X 4 OFFROAD &
FABRICATIONS, INC.
|
Item
5.02
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Departure
Of Directors Or Principal Officers; Election Of Directors; Appointment Of
Principal Officers.
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In
connection with the Changes in Control of Registrant, Asher Zwebner resigned,
effective July 23, 2010, as Interim CEO, CFO and Director and Judah Steinberger
as Secretary and Director of the Company.
The
Officer/Directors resigning have stated in their resignation letters that their
resignations do not in any way imply or infer that there is any dispute or
disagreement relating to the Company’s operations, policies or
practices.
Each
resigning Officer/Director has been provided a copy of his disclosure, no less
that the day the Registrant is filing the disclosure with the
Commission. Each Director will be given an opportunity to furnish the
Registrant a letter or response, that he agrees with the statements made by the
Registrant in this Section 5.02, and if not, stating the respects in which he
does not agree.
Effective
as of July 23, 2010, the following individuals were elected to the Board of
Directors of the Company:
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Name
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Age
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Position
|
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Denise
S. Houghtaling
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41
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President
and Director
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Mark
Houghtaling
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33
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Vice-President,
Secretary and Director
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Denise Houghtaling – President
and Director
Denise and her family have been in the
construction, development an waste management business for over forty
years.
Denise is responsible for all general
operations and is responsible for identifying potential acquisitions that can
roll up in the existing operating company. She is responsible for all day
to day operations, market research, internet marketing, business plan
developments including the changes that is occurring in the waste industry, both
locally and nationally. Denise has been involved throughout the local and
regional community donating time and service to charitable organizations and
government assistance programs. Previously Denise was Vice President to a
regional trucking and site work business along with being a Vice President to a
major local residential builder. Denise holds a State of Florida Real Estate Broker's license.
Mark Houghtaling – Vice
President and Director
Mark has over twenty years experience in
the construction and manufacturing business. Mark is responsible for
product development, vehicle maintenance and repairs, future expansion of fuel
efficient vehicles and GPS logistics of inventory. Mark brings his
manufacturing and fabrication background and intertwines it with real life
workings of a waste company to ensure that vehicles are working at their highest
potential and that preventative maintenance is performed for limited vehicle
repair surprises. Previously Mark was President of a regional Excavation
company. Mark also was the President of a Heavy Truck and Tractor Repair
Facility.
Section
8– Other Events
Item
8.01 Other Events
The
Company has relocated its Executive/Corporate offices as follows:
7908 Interstate
Court
North Ft Myers, FL 33917
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits:
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Exhibit10.1
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Stock
Purchase Agreement
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Exhibit17.1
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Resignation
Letter of Asher Zwebner
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Exhibit17.2
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Resignation
Letter of Judah Steinberger
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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.
Dated:
July 26, 2010
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MAJIC
Wheels Corp.
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By:
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Denise
S. Houghtaling
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Denise
S. Houghtaling
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Title:
President and Director
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(Principal
Executive Officer)
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