-----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, SsCa3z7Bkcw20AQB1+8Ly/b/szDJgdhyYN4qeIEUYklDlEgwaOrYh6ZnwRCSM0Uq 9uTlwC/ipzNPaBibf5Snag== 0001102624-06-000248.txt : 20060828 0001102624-06-000248.hdr.sgml : 20060828 20060828152550 ACCESSION NUMBER: 0001102624-06-000248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060828 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060828 DATE AS OF CHANGE: 20060828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPRESO INC CENTRAL INDEX KEY: 0001108345 STANDARD INDUSTRIAL CLASSIFICATION: MANIFOLD BUSINESS FORMS [2761] IRS NUMBER: 752849585 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29883 FILM NUMBER: 061058532 BUSINESS ADDRESS: STREET 1: 652 SOUTHWESTERN BLVD CITY: COPPELL STATE: TX ZIP: 75019 BUSINESS PHONE: 9724620100 MAIL ADDRESS: STREET 1: 652 SOUTHWESTERN BLVD CITY: COPPELL STATE: TX ZIP: 75019 FORMER COMPANY: FORMER CONFORMED NAME: IMPRESO COM INC DATE OF NAME CHANGE: 20000302 8-K 1 impresoinc8k.htm IMPRESO 8-K


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: August 28, 2006
(Date of earliest event reported)

Impreso, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
000-29883
(Commission File Number)
75-2849585
(IRS Employer
Identification Number)

652 Southwestern Blvd
(Address of principal executive offices)
  75019
(Zip Code)

972-462-0100
(Registrant's telephone number, including area code)

Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 25, 2006, the Board of Directors of Impreso, Inc. (the "Company") passed a resolution to voluntarily delist the Company's common stock from the Nasdaq Capital Market. The Company intends to file a Form 25 on September 5, 2006. On August 28, 2006, the Company issued a press release announcing its intention to voluntarily file for deregistration with the SEC and delist from the Nasdaq Capital Market.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
            None
(b) Pro forma financial information:
            None
(c) Shell company transactions:
            None
(d) Exhibits
            99.1       Press Release of Impreso, Inc. dated August 28, 2006


SIGNATURE

      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.


Dated: August 28, 2006
IMPRESO, INC.

By:  /s/ Marshall D. Sorokwasz                    
     Marshall D. Sorokwasz
     CEO


Exhibit Index
Exhibit No. Description
99.1 Press Release of Impreso, Inc. dated August 28, 2006
EX-99 2 impresoinc8k157855.htm IMPRESO PRESS RELEASE

Impreso, Inc. Announces Plans to Voluntarily File for Deregistration With SEC

COPPELL, TX -- 08/28/2006 -- Impreso, Inc. (NASDAQ: ZCOM), which through its subsidiaries is involved in (1) the manufacture and distribution of paper and film hard copy imaging products for commercial and home office applications; (2) the development of eCommerce initiatives; and (3) natural spring water bottling and distribution, today reported its intention to voluntarily deregister its securities with the Securities & Exchange Commission ("SEC") and delist from the Nasdaq Capital Market.

The Company intends to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934, by filing a Form 15 with the SEC. It is eligible to voluntarily deregister because it has fewer than 300 shareholders of record. Deregistration is expected to become final within 90 days, subject to SEC approval. The Company has also notified the Nasdaq Stock Market, LLC that it will voluntarily delist its common stock. The Company expects to have its common stock to continue to be quoted by the Pink Sheets' Electronic Quotation Service, but can not make assurances that any broker will make a market in the company's common stock.

"The Board of Directors made this decision based on several factors, including the disproportionately large costs of preparing and filling periodic reports with the SEC; the elimination of substantial increases in legal, audit and other costs associated with being a reporting company; the limited nature and extent of current trading in the company's stock; the concentration of stock ownership in relatively few holders; and the lack of analysts' coverage and minimal liquidity for the stock," stated Marshall Sorokwasz, CEO and President of Impreso, Inc. "Many small public companies like Impreso, Inc. are choosing to deregister because of these same concerns."

"Our Board of Directors determined that the increasing financial cost and commitment of management's time to ongoing SEC reporting and complying with the many new regulations that have been adopted, is not justified in Impreso, Inc.'s circumstances," continued Mr. Sorokwasz. "We believe that freeing up these resources will create value for our shareholders by allowing us to better execute tactical and strategic plans, and improve our long term financial strength."

About Impreso, Inc.

Impreso, Inc. is a holding company for TST/Impreso, Inc., Alexa Springs, Inc., and HotSheet.com, Inc. TST/Impreso, Inc. is a manufacturer and distributor of hard copy imaging products for commercial and home use in domestic and international markets. Alexa Springs, Inc. is a natural spring water bottling operation. HotSheet.com, Inc. primarily owns HotSheet.com, a single-page, online Internet directory with categorized links to premier web destinations. The Company's website domains are www.impreso.com, www.tstimpreso.com., www.alexasprings.com, and www.hotsheet.com.

Impreso, Inc. is headquartered in Coppell, Texas, and its common stock trades on the Nasdaq Capital Market under the symbol "ZCOM."

This press release may include statements that constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect," "should" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products in the marketplace, competitive factors, new products and technological changes, paper prices and raw material costs, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

For further information, please contact:

Marshall Sorokwasz
(972) 462-0100 (ext. 1103)

Tammy Yahiel
General Counsel
(972) 462-0100 (ext. 1117)
yahiel@tstimpreso.com


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