-----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, LdYCTmyhqPfXRT+7DutFyFiXpSAS751zHAxgild8o9986rtfqXylXvri7ujAcxcG E3G2PNzddp6myrc2UNFvag== 0001144204-05-026392.txt : 20050819 0001144204-05-026392.hdr.sgml : 20050819 20050819161936 ACCESSION NUMBER: 0001144204-05-026392 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant FILED AS OF DATE: 20050819 DATE AS OF CHANGE: 20050819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Giant Jr. Investments Corp. CENTRAL INDEX KEY: 0001107998 IRS NUMBER: 330198542 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32923 FILM NUMBER: 051038847 BUSINESS ADDRESS: STREET 1: 2575 MCCABE WAY CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 949-486-1711 MAIL ADDRESS: STREET 1: 2575 MCCABE WAY CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: ESSXSPORT CORP DATE OF NAME CHANGE: 20001205 8-K 1 v024437_8-k.txt UNITED STATES 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): August 15, 2005 GIANT JR. INVESTMENTS CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA (STATE OR OTHER JURISDICTION OF INCORPORATION) 0-32923 33-0198542 (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) 2575 McCabe Way Irvine, California 92614 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (949) 489-1711 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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 (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)) Section 3 - Securities and Trading Markets ITEM 3.03 UNREGISTERED SALES OF EQUITY SECURITIES On August 15, 2005, the registrant entered into a Securities Purchase Agreement (the "Agreement") to sell 3,000,000 shares of its common stock (the "Shares") to Smart Energy Group, Inc., a Nevada corporation, for $300,000 or $.10 per share, payable on or before August 26, 2005.. On the date of the execution, the bid price of the common stock was $.17. Trading in the registrant's stock is minimal and the Board of Directors believes the $.10 per share price for restricted shares is fair and equitable. The Shares to be issued will represent approximately 68% of the outstanding common stock of the registrant. Exemption from the registration provisions of the Securities Act of 1933 for the above transaction is claimed under Section 4(2) of the Securities Act of 1933, among others, on the basis that such transaction (a) did not involve any public offering (b) the securities issued are restricted and the certificates have legends affixed thereto (c) the purchaser acquired the Shares without a view to distribute, and (d) the purchaser is a sophisticated investor with access to the kind of information registration would provide. Section 5 - Corporate Governance and Management ITEM 5.01 Changes in Control of Registrant 1. Smart Energy Group, Inc., a Nevada corporation acquired control of registrant. 2. Control will be acquired, assuming timely payment of the balance of the purchase price, on August 26, 2005 pursuant to a Stock Purchase Agreement wherein Smart Energy Group, Inc. purchased 3,000,000 shares of the registrant's common stock for $300,000. 3. The acquisition of the 3,000,000 shares will represent approximately 68% of the issued and outstanding common stock of the registrant. 4. The amount of consideration to be paid for the Shares will be $300,000. 5. The source of funds will be from Smart Energy Group, Inc.'s bank account. No borrowed money will be used to acquire the Shares. 6. The control shares will be new issue sold by the registrant. 7. There are no arrangements or understandings among members of the former and new control group and their associates with respect to election of directions or other matters. 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. GIANT JR. INVESTMENTS CORP. --------------------------- REGISTRANT By: /s/ Javan Khazali Date: August 19, 2005 ----------------------------------- Name: Javan Khazali Chief Executive Officer End of Filing -----END PRIVACY-ENHANCED MESSAGE-----