8-K/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 13, 2005

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

Delaware	000-29883	75-2849585
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
652 Southwestern Blvd, Coppell, Texas		75019
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 972-462-0100

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:

[  ]  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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On October 13, 2005, the Company’s wholly owned water bottling subsidiary, Alexa Springs, Inc., executed an amendment to the Equipment Lease transaction with General Electric Capital Corporation ("GE") amending and restating the principal owed.

The equipment lease agreement and other transaction documents (the "Agreement") contain standard representations, covenants and events of default for agreements of this type, including acceleration of payments upon certain events of default. Events of default under the agreement include a failure to punctually make payments when due, certain bankruptcy or insolvency-related conditions relating to the company, and a continuing failure or default regarding performance of applicable covenants or conditions in the Agreement.

Item 9.01 Financial Statements and Exhibits.

Amended & Restated Equipment Schedule No. 001 dated 10/26/04 to the Amended & Restated Master Lease Agreement dated 10/26/04 between Alexa Springs, Inc. as "Lessee" and General Electric Capital Corporation as "Lessor".

This Form 8-K/A No. 2 amends Item 2.03 of the Form 8-K of Impreso, Inc. dated October 26, 2004, and filed on November 1, 2004, and the Form 8-K/A dated December 21, 2004 and filed December 21, 2004.

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.

	Impreso, Inc.
October 19, 2005	By:	Marshall D. Sorokwasz
		Name: Marshall D. Sorokwasz
		Title: President

Exhibit Index

Exhibit No.	Description
10.1	Amended & Restated Equipment Schedule No. 001 dated 10/26/04 to the Amended & Restated Master Lease Agreement dated 10/26/04 between Alexa Springs, Inc. as "Lessee" and General Electric Capital Corporation as "Lessor".

EX-10.1

AMENDMENT

THIS AMENDMENT is made as of the 13 day of October  , 2005, between Alexa Springs, Inc. (“Lessee”), and General Electric Capital Corporation (“Lessor”) in connection with that certain Amended and Restated Equipment Schedule No. 001, dated October 26, 2004 to the Amended and Restated Master Lease Agreement dated October 26, 2004 (“Agreement"). The terms of this Amendment are hereby incorporated into the Agreement as though fully set forth therein.

Section B. “Financial Terms”
Subsection 4. “Basic Term Lease Rate Factors”
Currently states:	0.01461081

Shall be amended to state: 11 Rentals @ 0.01461081

1 Rental @ 0.401549635

72 Rentals @ 0.009240115

Subsection 10. “Option Payment”
Currently States:	$	250,000.00

Shall be amended to State: $1.00

The following subsection shall be added to the Agreement:

Subsection 15. “Amendment Fees”

Lessee agrees and acknowledges that Lessor has fully earned an Amendment Fee of Twenty Thousand and 00/100 dollars ($20,000.00) upon execution of this Amendment. This fee shall be due and payable as follows:

$5,000.00
$5,000.00
$5,000.00
$5,000.00 November 1, 2005
November 15, 2005
December 1, 2005
December 15, 2005

Section F. “Stipulated Loss and Termination Value Table”

Shall be deleted and replaced in its entirety by the table on Exhibit A attached hereto:

Section G: “Modifications and Additions for This Schedule Only”

“Lease Term Options”

The first sentence currently states:

“Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration of the Basic Term. Lessee shall pay the Lessor the purchase price of Two Hundred Fifty Thousand and 00/100dollars ($250,000.00) in cash for the Equipment, on or before November 10, 2011.”

Shall be amended to state:

“Lessee hereby irrevocably agrees to purchase the Equipment upon the expiration of the Basic Term. Lessee shall pay the Lessor the purchase price of One and 00/100 dollars ($1.00) in cash for the Equipment, on or before November 10, 2011.”

TERMS USED, BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE AGREEMENT. EXCEPT AS EXPRESSLY AMENDED HEREBY, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by signature of their respective authorized representative set forth below.

LESSOR:	LESSEE:
General Electric Capital Corporation	Alexa Springs, Inc.
By: /s/ Jeff McCoy
	By: /s/ Marshall Sorokwasz

Name: Jeff McCoy, Vice President Name: Marshall Sorokwasz, President

Title	Title
Date: October 13	, 2005	Date: October 13	, 2005

Exhibit A
To the Lease Amendment
Dated October ____, 2005

Stipulated Loss and Termination Value Table*

Basic Rental 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 36.416 38 35.768 39 35.115 40 34.458 41 33.795 42 33.127	Termination Value Percentage	Stipulated Loss Value Percentage 101.011 100.293 99.570 98.841 98.107 97.368 96.622 95.872 95.115 94.353 93.585 54.117 53.580 53.040 52.496 51.947 51.394 50.837 50.276 49.711 49.141 48.567 47.989 47.406 46.819 46.227 45.631 45.031 44.425 43.816 43.201 42.582 41.958 41.330 40.697 40.059 39.416 38.768 38.115 37.458 36.795 36.127
Basic Rental	Termination Value Percentage	Stipulated Loss Value Percentage

43 32.455 35.455

44 31.777 34.777

45 31.094 34.094

46 30.406 33.406

47 29.712 32.712

48 29.014 32.014

49 28.310 31.310

50 27.600 30.600

51 26.886 29.886

52 26.166 29.166

53 25.440 28.440

54 24.709 27.709

55 23.973 26.973

56 23.230 26.230

57 22.483 25.483

58 21.729 24.729

59 20.970 23.970

60 20.205 23.205

61 19.434 22.434

62 18.658 21.658

63 17.875 20.875

64 17.087 20.087

65 16.292 19.292

66 15.492 18.492

67 14.685 17.685

68 13.873 16.873

69 13.054 16.054

70 12.229 15.229

71 11.398 14.398

72 10.560 13.560

73 9.716 12.716

74 8.866 11.866

75 8.009 11.009

76 7.146 10.146

77 6.276 9.276

78 5.400 8.400

79 4.517 7.517

80 3.627 6.627

81 2.731 5.731

82 1.827 4.827

83 0.917 3.917

84 0.000 3.000