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): April 13, 2010
OASIS ONLINE TECHNOLOGIES
CORP
(Exact
name of registrant as specified in its charter)
Minnesota
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000-17064
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41-1430130
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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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7689
E. Paradise Ln. Suite 5
Scottsdale,
AZ 85260
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: (480) 998-2100
4710
E. Falcon Drive, Suite 213
Mesa,
AZ 85215
________________________________________________________
(Former
name or former address, if changed since last report.)
Copies
to:
Christopher
J. Desmond, ESQ
Desmond
& Scott, LLP
75
Arlington Street, Suite 500
Boston,
MA 02116
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)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry Into A Material Definitive Agreement.
Convertible
Loan Agreement
During
February, March and April, 2010, Oasis Online Technologies Corp. (“the Company”)
entered into convertible loan agreements wherein accredited individual investors
agreed to loan the Company an aggregate total of $325,000. The loans are
unsecured and convertible into shares of our common stock. The loans bear
interest at a rate of 12% per annum paid quarterly with the principal to be paid
in full twelve (12) months from the date of note issuance. If all or a portion
of the Principal Sum or Interest shall not be paid when due (whether at its
stated maturity, by acceleration or otherwise), the Borrower promises to pay, on
demand, interest on such overdue amount from and including the due date to, but
excluding, the date such amount is paid in full at a rate of 15.0% per annum
(and until the date such overdue amount is paid in full). We may prepay any
portion of the principal and interest amount of the loan at any time. At any
time until the loans are repaid, the holder may exercise its right to convert
all or a portion of the total outstanding amount of the loan as of that date
into shares of our common stock at a rate of Twenty Cents ($0.20) per share of
common stock. In addition the note holder is being issued warrants to purchase
shares of common stock in the Company equal to 25% of the conversion shares
issuable to the note holder. Warrants shall be exercisable for a period of three
years from the date of issuance at an exercise price of Twenty Cents ($0.20) per
share of common stock. We also granted the holders piggyback registration rights
with respect to the shares underlying the loan, which is to be in effect from
the date of issuance of the shares until the shares are eligible for sale
pursuant to Rule 144 under the Securities Act of 1933, as amended.
Between
April 5, 2010 and July 18, 2010, the Company entered into convertible loan
agreements wherein accredited individual investors agreed to loan the Company an
aggregate total of $700,000 to date. The loans are unsecured and convertible
into shares of our common stock. The loans bear interest at a rate of 12% per
annum paid quarterly with the principal to be paid in full twelve (12) months
from the date of note issuance. If all or a portion of the Principal
Sum or Interest shall not be paid when due (whether at its stated maturity, by
acceleration or otherwise), the Borrower promises to pay, on demand, interest on
such overdue amount from and including the due date to, but excluding, the date
such amount is paid in full at a rate of 15.0% per annum (and until the date
such overdue amount is paid in full). We may prepay any portion of the principal
and interest amount of the loan at any time. At any time until the loans are
repaid, the holder may exercise its right to convert all or a portion of the
total outstanding amount of the loan as of that date into shares of our common
stock at a rate of Twenty Five Cents ($0.25) per share of common stock. In
addition the note holder is being issued warrants to purchase shares of common
stock in the Company equal to 25% of the conversion shares issuable to the note
holder. Warrants shall be exercisable for a period of three years from the date
of issuance at an exercise price of Twenty Five cents ($0.25) per share of
common stock.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 2.03
by this reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 16, 2010 the Board of Directors of the Company appointed Christopher E.
Galvin as our Chief Executive Officer and Chairman of the Board of Directors
replacing Erik J. Cooper who shall remain with the Company as President, Chief
Operating Officer and a director of the Company.
Prior
to joining the Company, Mr. Galvin was Chairman/CEO of COA Holdings, Inc. As its
Chairman/Chief Executive Officer, Mr. Galvin effectuated the acquisition/merger
of five additional companies which created an industry leader in the Acquiring,
Issuing, ACH and Mobile market place.
Mr.
Galvin served as Chairman/CEO of Capital Resource Network, Inc., a Corporate
Finance, Mergers and Acquisitions and Investment Banking consulting firm which
has been responsible for the structure, facilitation and completion of reverse
mergers of private companies into public entities. Mr. Galvin also served as
Chairman/CEO of Global -1Tel, a highly sophisticated and specialized
Telecommunications Company. Global- 1Tel was one of the first reliable entrants
in the one number personal assistant voice services and data management
space.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
Pursuant
to a unanimous written consent of the Directors dated April 12, 2010, we
effected a name change from Oasis Online Technologies Corp. to Capital Group
Holdings, Inc. On April 13, 2010, we amended our Articles of Incorporation with
the Secretary of State of Minnesota to read as follows:
ARTICLE
I: The name of the corporation shall be Capital Group Holdings,
Inc.
The
Company will proceed to request a new CUSIP and request a new symbol from FINRA
to recognize the new name.
Item
5.06 Change in Shell Company Status.
Oasis
Online Technologies Corp ceased to be a shell company as of July 18, 2010 as a
result of obtaining over $1,000,000 in debt financing and the contracting of the
development team that is building our platform technology. Management
believes that the Company is not a shell corporation as that term is defined in
Rule 405 of the Securities Act of 1933, as amended and Rule 12b-2 of the
Exchange Act of 1934, as amended.
Item
8.01 Other Events.
Between
May 21, 2010 and June 15, 2010 the Company entered into several contracts with
consultants and other programming professionals to provide consulting services
and to develop the Company’s platform technology which will be used by the
Company to deliver its health and wellness products to its
customers.
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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Oasis Online Technologies Corp | |||
July
27, 2010
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/s/ Christopher E
Galvin .
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Christopher
E. Galvin
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Chief
Executive Officer
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