SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 19, 2013
Ontarget360 Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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333-170828
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27-1662812
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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24/F, Wyndham Place, 40-44 Wyndham Street, Central, Hong Kong
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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 852-2258-6888
2490 Black Rock Turnpike #344, Fairfield CT 06825
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.01 Changes in Control of Registrant.
On July 19, 2013, Xpress Group, Ltd., a Hong Kong company (“Xpress”) purchased an aggregate of 3,279,520 shares (the “Shares”) of Ontarget360 Group, Inc.’s (the “Company”) common stock representing approximately 94.9% of its issued and outstanding common stock. Of these shares, 2,693,000 shares were acquired from CFO Managed Fund I, LLC for $218,275, 138,000 shares were acquired from Howard Kaplan, the Company’s Chief Executive Officer and Director for $11,185; 153,312 shares were acquired from Metacomet Company, LLC for $12,439, 102,208 shares were acquired from GRC Ventures I, LLC for $8,282, 143,000 shares were acquired from Chris Neuert for $11,587 and 50,000 shares were acquired from Chris Guaquie for $4,051.
Xpress used funds from its working capital to acquire the Shares.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2013 the Company’s board of directors appointed Conn Flanigan as its Chief Executive Officer, Chief Financial Officer and a director to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal.
Mr. Flanigan has served as General Counsel with eBanker Corporate Services, Inc., a Colorado subsidiary of Xpress since 2007. From 2000 to 2007 Mr. Flanigan served as Corporate Counsel to eVision Corporate Services, Inc., a Colorado subsidiary of Xpress. Mr. Flanigan received a B.A. in International Relations from the University of San Diego in 1990 and a Juris Doctor Degree from the University of Denver Sturm College of Law in 1996.
The board of directors appointed Mr. Flanigan in recognition of the importance of his abilities to assist the Company in expanding its business and the contributions he can make to its strategic direction.
The Company has not entered into any compensation arrangements with Mr. Flanigan.
Following the appointment of Mr. Flanigan as an officer and director of the Company, Howard Kaplan resigned his position as our Chief Executive Officer, Chief Financial Officer and Director effective as of July 19, 2013.
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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.
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Ontarget360 Group, Inc
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Date: July 25, 2013
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By:
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/s/ Conn Flanigan | |
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Conn Flanigan, Chief Executive Officer
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