-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CaTyabk1pedzVRhlPpFLgJTDBJqhbxq6gGrqj4bULfAyC+Tka6FE1Jqrg/hSN/xt IpAm5UHoT3patfo/YiFmwg== 0001288810-05-000003.txt : 20050114 0001288810-05-000003.hdr.sgml : 20050114 20050114140259 ACCESSION NUMBER: 0001288810-05-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL IDENTITY CORP CENTRAL INDEX KEY: 0001016611 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 650309540 STATE OF INCORPORATION: FL FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30011 FILM NUMBER: 05530216 BUSINESS ADDRESS: STREET 1: 11924 FOREST HILL BLVD., STREET 2: SUITE 22-204 CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: (561) 202-8184 MAIL ADDRESS: STREET 1: 11924 FOREST HILL BLVD., STREET 2: SUITE 22-204 CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: TMI HOLDINGS INC/FL DATE OF NAME CHANGE: 20011113 FORMER COMPANY: FORMER CONFORMED NAME: THRIFT MANAGEMENT INC DATE OF NAME CHANGE: 19960711 8-K 1 information.htm TOTAL IDENTITY CORP 8K 011405 Total Identity Corp 8k 011405

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 14, 2005
  
Total Identity Corp.
(Exact Name of Registrant as Specified in Charter)


Florida
0-30011
65-0309540
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

1007 N. Federal Highway, #A-3, Fort Lauderdale, FL
33304
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
Registrant’s telephone number, including area code 561-208-8101
 
 
 
(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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
  
 
 
 
 


Item 8.01 Other Events.

On December 29, 2004 the Company reported on Form 8-K the execution and closing of an Asset Purchase Agreement entered into by the sole subsidiary of the Company, Total Digital Displays, Inc. and Leonard Lightman as seller. Subsequently, on January 4, 2005, the Company reported on Form 8-K that it completed a spin-off of the subsidiary, Total Digital Communications, Inc.(f/k/a Total Digital Displays, Inc.) (“TDC”). Pursuant to the spin-off, the Company issued all of the shares of common stock owned by it in TDC to the shareholders of record of the Company as of December 15, 2004, on a pro-rata basis.

On January 10, 2005 the Company became aware of matters calling into question the value and validity of one or more of the assets purchased by TDC pursuant to the APA and the veracity of one or more of the representations made by the seller in the APA in respect of the value and bona fides of the assets purchased pursuant thereto. The Company is continuing its investigation into the matter, is assessing the impact of such findings on the prior purported spin-off of TDC, and is formulating appropriate responsive measures in connection with the matter pending the completion of its investigation.



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.

Date: January 14, 2005

TOTAL IDENTITY CORP.
/s/ Matthew P. Dwyer
Matthew P. Dwyer
Chief Executive Officer

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