-----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, E285qd5QzpNIaRf0c1MgUID5Z29uf8TdJaPGYIfeqn2Y6pM1JFH5k913qhFF/nSc Cs9iq5b7h4qOFayJ6jGrHg== 0001019687-01-000384.txt : 20010328 0001019687-01-000384.hdr.sgml : 20010328 ACCESSION NUMBER: 0001019687-01-000384 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010312 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TMANGLOBAL COM INC CENTRAL INDEX KEY: 0001096275 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650782227 STATE OF INCORPORATION: FL FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27631 FILM NUMBER: 1580644 BUSINESS ADDRESS: STREET 1: 1000 UNIVERSAL STUDIOS PLAZA STREET 2: BUILDING 22A CITY: ORLANDO STATE: FL ZIP: 32819-7610 BUSINESS PHONE: 4073704460 MAIL ADDRESS: STREET 1: 1000 UNIVERSAL STUDIOS PLAZA STREET 2: BUILDING 22A CITY: ORLANDO STATE: FL ZIP: 32819-7610 8-K 1 0001.txt TMANGLOBAL.COM, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 MARCH 12, 2001 Date of Report (date of Earliest Event Reported) TMANGLOBAL.COM, INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA 0-27631 65-0782227 (State or Other Jurisdiction of (Commission File No.) (I.R.S. Employer Incorporation or Organization) Identification No.) 1000 UNIVERSAL STUDIOS PLAZA, BUILDING 22A, ORLANDO, FLORIDA 32819-7610 (Address of principal executive offices and zip code) (407) 370-4460 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed from last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT CONVERTIBLE DEMAND PROMISSORY NOTE On March 12, 2001, Bodo, LLC, a Virginia limited liability company ("Bodo LLC") agreed to make a capital investment in TMANglobal.com, Inc., a Florida corporation ("TMANglobal.com" or the "Company"), in the amount of US$60,000. Bodo LLC and TMANglobal.com executed a Subscription Agreement ("Agreement"), pursuant to which Agreement, Bodo LLC agreed to purchase a 3 year 12% Convertible Demand Promissory Note in the principal amount of US$60,000 issued by TMANglobal.com to Bodo LLC (the "Note"). Pursuant to the terms and conditions of the Note, the Company promised to pay to Bodo LLC, upon demand, the principal amount and interest at a rate per annum equal to twelve percent (12%). The Note is convertible, at the option of Bodo LLC, into shares of common stock of the Company at a conversion price of $.01 per common share ("Conversion Price"). The Conversion Price is subject to adjustment in accordance with the terms and provisions of the Note. The Note also provides for customary anti-dilution protection. COMPOSITION OF THE BOARD OF DIRECTORS On March 12, 2001, Mr. Tony Interdonato resigned as a director of the Company. On March 13, 2001, the Board of Directors of the Company (the "Board") consisting of one director, Ron Tramontano, appointed Robert J. Carlin and Mohamed Kashoggi as the Board's two new directors. Simultaneously with appointment of the two new directors, Mr. Tramontano resigned as a director of the Company. On March 13, 2001 the Board accepted the resignations of Mr. Interdonato as Chief Executive Officer of the Company and of Mr. Tramontano as President of the Company. Following these resignations, the Board appointed Robert J. Carlin as President, Chief Executive Officer, and Secretary of the Company. IRREVOCABLE PROXY AND AGREEMENT TO PREVENT RESALE On March 12, 2001, Messrs. Tramontano and Interdonato ("Grantors"), entered into an Agreement to Prevent Resale and Irrevocable Proxy Coupled with an Interest ("Proxy Agreement") with Robert J. Carlin ("Grantee"), pursuant to which Proxy Agreement Grantors agreed (1) not to engage in the resale of the shares of common stock of the Company held by the Grantors unless such resale is effected pursuant to the provisions of Rule 144 of the Securities Act of 1933, as amended ("Rule 144") and in ordinary brokerage transactions, as defined for the purposes of Rule 144, and (2) to irrevocably appoint the Grantee a proxy to vote all of the shares of common stock of the Company held by Grantors in the name, place and stead of Grantors at any annual, special or other shareholders meeting. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS On March 12, 2001 the Company dismissed Daszkel, Bolton, Manela, Devlin & Co. as its principal independent accountants. The decision to dismiss Daszkel, Bolton, Manela, Devlin & Co. was approved by the Board on March 7, 2001 and was not the result of an adverse opinion or of any disagreements with Daszkel, Bolton, Manela, Devlin & Co. On March 14, 2001, the Company, upon the Board's recommendation, engaged Spicer Jeffries & Co., as its principal independent accountants. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable. (B) PRO FORMA FINANCIAL INFORMATION. Not applicable. (C) EXHIBITS. 16.1 Letter of dismissal of Daszkel, Bolton, Manela, Devlin & Co., the Company's certifying public accountants, dated March 12, 2001 (to be filed by amendment). 16.2 Letter from Daszkel, Bolton, Manela, Devlin & Co., the Company's certifying public accountants, concerning the statements made by the Company in this current report concerning the dismissal, dated March __, 2001 (to be filed by amendment). 99.1 Press Release announcing the resignations of TMANglobal.com's current directors and officers issued on March 13, 2001. 99.2 Press Release announcing the appointment of new officers and election of new directors to the Company's Board of Directors issued on March 14, 2001. 99.3 Press Release announcing the termination of the Company's relationship with Daszkel, Bolton, Manela, Devlin & Co., the Company's certifying public accountants, issued on March 12, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TMANglobal.com, Inc. Dated: March 27, 2001 By: /s/ Robert J. Carlin ---------------------------------- President, Chief Executive Officer EX-99.1 2 0002.txt PRESS RELEASE EXHIBIT 99.1 PRESS RELEASE TMANGLOBAL.COM OFFICERS AND DIRECTORS RESIGN 3/13/01 ORLANDO, Fla., Mar 13, 2001 /PRNewswire via COMTEX/ -- TMANglobal.com (OTC Bulletin Board: CHOP) announced today that Chairman & CEO Tony Interdonato and President Ron Tramontano have resigned their posts with the Company. Mr. Interdonato submitted his resignation at the close of business yesterday and Mr. Tramontano added his resignation this afternoon. The move comes as little surprise to most industry observers since the Company has been undergoing a recent change of strategy in light of its flagging share price in the wake of the dot-com industry fallout. "I felt that it is time for me to move on and pursue other opportunities," said Tony Interdonato, former CEO of TMANglobal.com. "We have been seeking new opportunities for our shareholders, but in light of recent market conditions -- particularly those which have affected dot-com-related companies, it has been difficult." The Company has recently shut down its Internet Web site and sold all martial arts-related components back to its parent company, The Martial Arts Network, in exchange for the cancellation of all remaining debt to the Network. Added former President Ron Tramontano, "We have been trying hard to turn the Company around for some time now, and if our resigning and turning the reins over to others will help facilitate that, then it is a healthy move for the Company and all of its shareholders." About TMANglobal.com TMANglobal.com (OTC Bulletin Board: CHOP) is an Internet-based company that operates one of the world's largest Web sites devoted exclusively to the martial arts and health/fitness industries. For more information, contact CEO Robert Carlin at (804) 290-0803 or e-mail at chop4tman@yahoo.com. "Safe Harbor" Statement Except for the historical information contained herein, certain of the matters discussed in this press release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including, but not limited to, TMANglobal.com's limited operating history, anticipated losses, unpredictability of future revenues, potential fluctuations in quarterly operating results, competition, risks associated with system development and operations, management of potential growth, risks of entering new business areas, international expansion, business combinations, strategic alliances, changes in general economic conditions, material prices, labor costs and governmental regulations affecting the Company's operations. SOURCE TMANglobal.com CONTACT: Robert Carlin, CEO, TMANglobal.com, 804-290-0803 EX-99.2 3 0003.txt PRESS RELEASE EXHIBT 99.2 PRESS RELEASE TMANGLOBAL.COM ELECTS NEW BOARD MEMBERS AND ANNOUNCES CHANGES IN MANAGEMENT AND CORPORATE DIRECTION 3/14/01 ORLANDO, Fla., Mar 14, 2001 /PRNewswire via COMTEX/ -- TMANglobal.com (OTC Bulletin Board: CHOP) announced today that they have elected new directors to their board in the wake of the resignations of Chairman and CEO Tony Interdonato and President and Director Ron Tramontano yesterday. The new board members are Robert Carlin and Mohamed Khashoggi. The newly elected officer for the Company is Robert J. Carlin, President/Secretary who will immediately be taking over the day-to-day operations of the Company. The Company has recently shut down its Internet e-commerce Web site and sold all of its martial arts related components back to its parent company, The Martial Arts Network, in exchange for the cancellation of all remaining debt, as of April 1, 2001. TMANglobal.com is now exploring several different business opportunities, which it feels will be advantageous to the growth and new direction of the firm. "I am very excited about this new opportunity and look forward to assisting TMANglobal.com in the new direction the Company will be taking," said Robert Carlin, new President and CEO of TMANglobal.com. "I feel that it will allow shareholders to see greater value brought back to the stock in the future." TMANglobal.com expects to move its corporate headquarters from Florida to Virginia by month's end. For more information contact: CEO Robert J. Carlin at (804) 290-0803 or e-mail him at chop4tman@yahoo.com. "Safe Harbor" Statement Except for the historical information contained herein, certain of the matters discussed in this press release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including but not limited to, TMANglobal.com's limited operating history, anticipated losses, unpredictability of future revenues, potential fluctuations in quarterly operating results, competition, risks associated with system development and operations, management of potential growth, risks of entering new business areas, international expansion, business combinations, strategic alliances, changes in general economic conditions, material prices, labor costs and governmental regulations affecting the company's operations. SOURCE TMANglobal.com CONTACT: Robert Carlin, CEO, TMANglobal.com, 804-290-0803 EX-99.3 4 0004.txt PRESS RELEASE EXHIBIT 99.3 PRESS RELEASE TMANGLOBAL.COM CHANGES ACCOUNTING FIRMS AND PLANS NEW STRATEGY FOR COMPANY AS IDVDBOX LETTER OF INTENT EXPIRES 3/12/01 ORLANDO, Fla., Mar 12, 2001 /PRNewswire via COMTEX/ -- TMANglobal.com (OTC Bulletin Board: CHOP) announced today that they have terminated their relationship with the accounting firm of Daszkal Bolton Manela Devlin & Co. of Boca Raton, Florida. There have been no disagreements between the firms and the move was solely precipitated on a change of direction for TMAN. Several accounting firms are now being interviewed and a new one will be named shortly."The Company has recently shut down its Internet e-commerce Web site and sold all of its martial arts-related components back to its parent company, The Martial Arts Network, in exchange for the cancellation of all remaining debt to the Network as of April 1st," said Tony Interdonato, CEO of TMANglobal.com. "We have been seeking new opportunities for our shareholders in light of recent market conditions, which have decimated the Internet industry -- and in particular dot.com-related companies. I feel that a change in direction will be healthy for the Company as well as working with a totally new professional team." In other news, the Company reports that its Letter of Intent with iDVDBOX has now expired. After due diligence being done on the part of both companies, it was decided that the current climate of the hi-tech marketplace would not be beneficial to the proposed merger at this time. In addition, no plans are called for in further exploring a previously proposed 1:5 reverse stock split, however, the Company has indicated that they will be filing an information statement with the SEC in order to raise its authorized number of shares from 20 million to 100 million to facilitate any merger/acquisition opportunities that may arise in the future. About TMANglobal.com TMANglobal.com (OTC Bulletin Board: CHOP) is an Internet-based company that operates one of the world's largest Web sites devoted exclusively to the martial arts and health/fitness industries. TMANglobal.com is located at Universal Studios Florida. For more information, contact: CEO Tony Interdonato at (407) 370-4460 or e-mail him at tony@tman.com. "Safe Harbor" Statement Except for the historical information contained herein, certain of the matters discussed in this press release are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties, including, but not limited to, TMANglobal.com's limited operating history, anticipated losses, unpredictability of future revenues, potential fluctuations in quarterly operating results, competition, risks associated with system development and operations, management of potential growth, risks of entering new business areas, international expansion, business combinations, strategic alliances, changes in general economic conditions, material prices, labor costs and governmental regulations affecting the Company's operations. SOURCE TMANglobal.com CONTACT: Tony Interdonato, CEO, TMANglobal.com, 407-370-4460 -----END PRIVACY-ENHANCED MESSAGE-----