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EX-99.1 - Solanbridge Group, Inc. | v207911_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) ofthe Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 5, 2011
SOLANEXMANAGEMENT
INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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0-49632
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98-0361151
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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3820
Boca Chica Avenue, Las Vegas, Nevada
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89120-2056
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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: (832) 225-1372
N/A
(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:
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
On
January 5, 2011, Solanex Management Inc. (the “Company”) entered into a binding
letter of intent (the "Agreement") with Corbridge Group, Inc., a Texas
corporation (“Corbridge”). Under theterms of the Agreement, the
Company agreed to acquire certain assets from Corbridge in exchange for shares
of unregistered common stock, $0.001 par value per share (the “Common Stock”),
of the Company. The proposed acquisition will resultin Corbridge
and/or parties designated by Corbridge becoming the majority holder(s) of the
Common Stock of the Company upon closing. TheAgreement calls for the issuance of
a total of 30,000,000 shares of Common Stock of the Company, in exchange for the
transfer of (i) any and all of the contracts and other assets previously held by
EIT Telecom, Inc., a Delaware subsidiary of Corbridge, (ii) loans held by
Pedernales River Capital Holdings, Inc., a Colorado subsidiary of Corbridge,
(iii) telecom assets held by Corbridge Communications, Inc., a Colorado
subsidiary of Corbridge, and (iv) Corbridge’s option to purchase certain real
estate assets, which consists of (a) an 191 unit apartment complex on Cambridge
Street in Las Vegas, Nevada and (b) two four-story apartment buildings (43 units
total) in Brooklyn, New York (hereinafter, the “Assets”).
On the
closing of the transaction contemplated in the Agreement: (i) the
30,000,000shares of Common Stockin the Company will be transferred to Corbridge
and/or parties designated by Corbridge and (ii) the Company will receive the
Assets. Furthermore, on or before the closing of the transaction
contemplated in the Agreement, Mr. Charles R. Shirley, Mr. Earle G. Hickey, Mr.
Joseph Curci and Ms. RosaliaMiray will be appointed to the Board of Directors of
the Company and Mr. David J. Eckert will resign from the Board of Directors of
the Company. The closingof this transaction will cause a change in control of
the Company.
The
Common Stock to be issued will be priced at four cents ($.04) per
share. The shares of Common Stock to be issued will represent
sixty-six percent (66%) of the issued and outstanding shares of the
Company.
Prior to
the date of the Agreement, neither the Company nor any affiliate of theCompany
has had any material relationship with Corbridge other than in respect of the
negotiation of the Agreement.
Corbridge
is a company focused on telecom equipment sales and
installation. Corbridge has recently explored entering into real
estate acquisition and management.
The
Company is based in Houston, Texas and is a diversified holding company with
interests in real estate acquisition and management and also telecom equipment
sales and installation. The shares of Solanbridge Group, Inc. trade on the OTCBB
under the stock symbol “SLNX”.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1
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Binding
Letter of Intent, dated January 5, 2011,by and betweenSolanex Management
Inc. andCorbridge Group, Inc.
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99.1
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Press
release of Solanex Management Inc., dated January
11,2011.
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Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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SOLANEX
MANAGEMENT INC.
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Date:
January 11, 2011
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By:
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/s/ David
J. Eckert
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David
J. Eckert, CFO
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