-----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, LBhoGzZUIUDSxVOtcDiUKKY8y5n/obbKv4N0q8NV3ukYo/1lTLQX+chsh15kyfpY prM9XLk8R7JEwQTpxuDl/w== 0001173473-04-000049.txt : 20040406 0001173473-04-000049.hdr.sgml : 20040406 20040405194421 ACCESSION NUMBER: 0001173473-04-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040331 ITEM INFORMATION: Other events FILED AS OF DATE: 20040406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRADING SOLUTIONS COM INC CENTRAL INDEX KEY: 0001092662 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 880425691 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30379 FILM NUMBER: 04718977 BUSINESS ADDRESS: STREET 1: 7069 S HIGHLAND DR STREET 2: STE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-274-1011 MAIL ADDRESS: STREET 1: 7069 S HIGHLAND DR STREET 2: STE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 8-K 1 doc.htm FORM 8K Form 8K

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 5, 2004

TRADING SOLUTIONS.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)

333-85787
(Commission File Number)


88-0425691
(IRS Employer Identification Number)


2469 E. 7000 S., #214, Salt Lake City, Utah 84121
(Address of principal executive offices, including zip code)

(801) 274-1011
(Registrant's telephone Number, including area code)

Not applicable
(Former name or former address, if changed since last report)

 
     

 
Item 5. Other Events and Required FD Disclosure.

On March 5, 2004, the Registrant executed a definitive Agreement and Plan of Merger ("Agreement") with Chembio Diagnostic Systems, Inc. ("Chembio"), a Delaware corporation, based in Medford, New York.
 
The Agreement provides for several significant closing conditions, including financing requirements and audit and financial statement requirements.
 
With respect to financing requirements, the Agreement calls for: (a) an $800,000.00 convertible note financing to be completed (the "Bridge"); and (b) the financing of an additional amount of debt and/or equity equal to no less than $1,500,000.00 (the "Series A") to be completed. (The above described Bridge and Series A shall hereinafter collectively be referred to as "Financings".) To date, Chembio has completed a $1,000,000.00 Bridge financing.
 
If the merger is comsummated, the stockholders of Chembio, including investors in Financings described above, will own not less than 8.3% of the post-transaction TSUN, subsequent to the merger.
 
About Chembio Diagnostic Systems, Inc.:
 
Chembio researches, develops and manufactures a variety of rapid test diagnostic products for diseases and other conditions. Its products are single-use and require no special equipment or training, providing results in minutes. Chembio’s current focus is on gaining FDA approval and obtaining distribution for its existing HIV rapid test products. Chembio has several other diagnostic test products under collaborative development and manufacturing agreements, including products related to Tuberculosis, Mad Cow Disease and Dental disease.
 
Chembio HIV Rapid Test Products. Chembio's Sure Check® HIV rapid test eliminates the need for a separate sample collection system which improves ease of use and safety. Chembio’s other HIV rapid test, HIV Stat-Pak, while not as simple as the Sure-Check®, is value priced, flexible and easy to use. Both of Chembio's HIV tests use a standardized test strip which Chembio developed using patented materials and proprietary know-how.
 
Chembio is presently seeking FDA approval for its HIV products. Chembio currently expects that FDA approval could come as early as the 4th Quarter of 2004.
 
Chembio TB Products. Chembio's TB tests are being designed to significantly increase the accuracy of existing TB testing protocols. The Chembio TB product will be marketed outside the US, which is where all the demand is for this type of product. Therefore, with respect to TB, Chembio's strategy is to initially forgo US FDA approval and to instead have the product evaluated in developing countries by governments and public health agencies.
 
Chembio's other proprietary products include the only FDA cleared rapid Lyme disease test, distributed by Wampole Laboratories. Chembio also manufactures private label pregnancy tests.

Proprietary Technology. Chembio possesses a number of proprietary technologies in the area of test formulation and manufacturing, and in reagents, which it has licensed for use in its products.

Distribution Channels. Chembio is seeking to participate in national and international public health markets by partnering with global companies committed to these markets and with organizations such as the CDC, WHO and other public health agencies. For example, Chembio recently signed an agreement with Bio-Manguinhos, which is the largest Brazilian manufacturer of vaccines and is an affiliated entity of the Brazilian Ministry of Health. This collaboration will provide Bio-Manguinhos with Chembio's support to have a Brazilian made product to serve its population, which is what the Brazilian Health Ministry and National Aids Control Organization in Brazil requested of them.



SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned.

TRADING SOLUTIONS.COM INC.
 
Date: April 5, 2004   By: /s/ Mark L. Baum            
                         Mark L. Baum
                         President, Chief Executive Officer and Chairman of the Board
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