Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Gepco, Ltd. | ex99_1.htm |
| EX-10.1 - SHARE EXCHANGE AGREEMENT - Gepco, Ltd. | 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): August 27, 2010
KENSINGTON
LEASING, LTD.
(Name of
small business issuer specified in its charter)
|
Nevada
|
000-53559
|
80-0214025
|
||
|
(State
or other jurisdiction
|
(Commission
File No.)
|
(I.R.S.
Employer
|
||
|
of
incorporation)
|
Identification
No.)
|
1005
S. Center Street
Redlands,
CA 92373
(Address
of principal executive offices)
(former
name or former address, if changed since last report)
909-708-4303
(Registrant’s
telephone number)
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:
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
ITEM
1.01ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT
On August
27, 2010, Kensington Leasing, Ltd. (“Kensington”) entered into a Share Exchange
Agreement (the “Share Exchange Agreement”) with WealthMakers, Ltd., a Wyoming
Corporation (“WealthMakers”).
Pursuant
to the Share Exchange Agreement, we agreed to issue 3,838,500 shares of our
common stock in exchange for 100% of the issued and outstanding capital shares
of WealthMakers.
WealthMakers,
a privately held Wyoming corporation with 15,354,000 shares issued and
outstanding, is a web-based predictive research technology company that connects
to automated trading platforms for stocks, indexes, bonds, options,
commodities and currencies and can trade in up to 80 markets around the world in
a single universal account provided by a leading online broker.
The Share
Exchange Agreement contains customary representations and warranties, and
covenants of WealthMakers regarding the operation of the business prior to the
closing. The closing is subject to customary conditions, including
the completion of an audit of WealthMakers’ financial statements for the years
ended December 31, 2008 and 2009, our satisfaction with the audited financial
statements, and approval from a majority of WealthMakers’
shareholders.
The
parties will consummate the transaction as soon as possible after the required
conditions have been met.
The
foregoing is a summary only of the terms and provisions of the acquisition
agreement. A copy of the Share Exchange Agreement is attached as an
exhibit to this Report.
ITEM
3.02 UNREGISTERED SALES OF EQUITY
SECURITIES
Reference
is made to the information provided under item 1.01 of this Report, which is
incorporated herein by this reference. We will issue the shares
pursuant to the Share Exchange Agreement in reliance on the exemption from
registration contained in Section 4(2) of the Securities Act of 1933, as
amended, and Regulation D thereunder.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(d) Exhibits:
|
Exhibit
|
Description
|
|
2
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.
| KENSINGTON LEASING, LTD. | |||
|
|
By:
|
/s/ Trisha Malone | |
| Trisha Malone | |||
| Chief Financial Officer | |||
| Date: September 2, 2010 | |||
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