-----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, FzQaR3UdZFDIFcw8g9a4qXUjJQNAjEQk/2bVLGqIZ3+iWA5EBceDo2tLfLR1cSYG qIh1VxNK2xEN2odonN+grw== 0001013762-03-000674.txt : 20031210 0001013762-03-000674.hdr.sgml : 20031210 20031210142111 ACCESSION NUMBER: 0001013762-03-000674 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031210 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVALCADE OF SPORTS MEDIA INC CENTRAL INDEX KEY: 0001129284 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 330766069 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31048 FILM NUMBER: 031046960 BUSINESS ADDRESS: STREET 1: 12268 VIA LATINA CITY: DEL MAR STATE: CA ZIP: 92914 BUSINESS PHONE: 8584812207 MAIL ADDRESS: STREET 1: 12268 VIA LATINA CITY: DEL MAR STATE: CA ZIP: 92914 8-K 1 dec1020038k.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): November 21, 2003 CAVALCADE OF SPORTS MEDIA, INC. (Exact name of registrant as specified in its charter) Nevada 000-31048 33-0766069 - ---------------------------- ----------- ------------------- (State or other jurisdiction Commission (IRS Employer of Incorporation) File Number Identification No.) 12268 Via Latina, Del Mar, California 92914 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (858) 481-2207 (Former name or former address, if changed since last report.) FORM 8-K ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. See Item 5. ITEM 5. OTHER EVENTS. Pacificap Entertainment, Inc. As scheduled in the Plan and Agreement of Reorganization (the "Exchange Agreement") a short form merger has been filed by Cavalcade of Sports Media, Inc. (the "Company") and its subsidiary Pacificap Entertainment, Inc. Contemporaneously with the closing, the Company's name changed to Pacificap Entertainment Holdings, Inc. To effectuate the short form merger, the Company complied with the merger statutes of Nevada and California, which entailed the filing of Articles of Merger and Plan and Agreement of Reorganization with the Secretary of State of Nevada, and the filing of a Certificate of Ownership with the Secretary of State of California which reflected that Pacificap Entertainment, Inc. was wholly owned (100%) by Cavalcade of Sports Media, Inc. The Company delayed filing this report until NASDAQ Market integrity was properly notified and updated its records to include the new CUSIP number and corporate name change. The new symbol for the Company is "PFEH" ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. After a review of the acquisitions by the Registrant's auditors, it has been determined that no audited financial statements for the two transactions are required as neither company was doing business within the meaning of the applicable SEC rules and regulations as of the acquisition dates. Accordingly, no financial statements need or will be supplied. Attached as an Exhibit are the Articles of Merger and Certificate of Ownership filed in Nevada and California respectively for the transaction. Exhibit Index 10.21 Articles of Merger (Nevada) 10.22 Certificate of Ownership (California) 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. Cavalcade of Sports Media, Inc. /s/ Ed Litwak Date: November 24, 2003 ___________________________________ By: Ed Litwak, President 2 EX-10 2 dec1020038kex1022.txt Exhibit 10.22 00718862 ENDORSED-GILED In the office of the Secretary of State of the State of California Nov 21 2003 KEVIN SHELLEY Secretary of State CERTIFICATE OF OWNERSHIP Ed Litwak, and Robert Stulman certify that: 1. They are the President and the Secretary, respectively, of Cavalcade of Sports Media, Inc., a Nevada corporation located at 12868 Via Latina, Del Mar, California, 92014.(parent); 2. This corporation owns all the outstanding shares of Pacificap Entertainment, Inc., a California corporation, located at 12121 Wilshire Boulevard, 14th Floor, Los Angeles, CA 90025 (wholly-owned subsidiary) 3. This corporation has been advised that the Nevada Revised States permit a short-form merger to be effected in the same manner as Section 1110 of the California Corporations Code. 3. The Board of Directors of this corporation duly adopted the following resolution: RESOLVED, that this corporation merge Pacificap Entertainment Holdings, Inc., its wholly-owned subsidiary corporation, into itself and assume all its obligations pursuant to Section 1110, California Corporations Code. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct to our own knowledge. DATE: October 19, 2003 Ed Litwak /s/ - --------------------------- El Litwak, President Robert Stulman /s/ - --------------------------- Robert Stulman, Secretary EX-10 3 dec1020038kex1021.txt Exhibit 10.21 ARTICLES OF MERGER CAVALCADE OF SPORTS MEDIA, INC. (a Nevada corporation) AND PACIFICAP ENTERTAINMENT, INC. (a California corporation) The undersigned corporations, desiring to merge a California corporation, Pacificap Entertainment Holdings, Inc., as the merging corporation, with and into a Nevada corporation, Cavalcade of Sports Media, Inc., a wholly-owned subsidiary of Cavalcade of Sports Media, Inc., as the surviving corporation, hereby sign, seal, and present for filing these Articles of Merger as required by the corporate law of Nevada, in accordance with Section 92A.180, of the Nevada Revised Statutes, Merger of Subsidiary into Parent, as follows: 1. The names of the constituent corporations are: Merging Corporation: Pacificap Entertainment, Inc., a California corporation, having its principal executive offices at 12121 Wilshire Boulevard, 14th Floor, Los Angeles, CA 90025, is the wholly owned subsidiary of Cavalcade of Sports Media, Inc., a Nevada corporation. Cavalcade of Sports Media, Inc. owns 100% of Pacificap Entertainment, Inc. Surviving Corporation: Cavalcade of Sports Media, Inc., a Nevada corporation, having its principal executive offices at 12868 Via Latina, Del Mar, California 92014 2. The addresses of the corporations are: Pacificap Entertainment, Inc. 12121 Wilshire Boulevard, 14th Floor Los Angeles, CA 90025 Cavalcade of Sports Media, Inc. (Nevada) 12868 Via Latina Del Mar, California 92014 3. This merger is permitted under the laws of the States of California and Nevada. Pacificap Entertainment, Inc. (California) and Cavalcade of Sports Media, Inc. (Nevada) have complied with the applicable provisions of the laws of the States of California and Nevada. 4. On September 23, 2003, Cavalcade of Sports Media, Inc. and Pacificap Entertainment, Inc. entered into a Plan and Agreement of Reorganization under 368(a)(1)B of the Internal Revenue Code wherein the holders of 100% of the issued and outstanding shares of Pacificap Entertainment Holdings, Inc. exchanged all of their 18,000,000 shares of Common Stock with 18,000,000 newly issued shares of Cavalcade of Sports Media, Inc. Common Stock. In accordance with Section 92A180(3), Cavalcade of Sports Media, Inc. mailed a summary of the plan of reorganization to each owner of the subsidiary. ARTICLES OF MERGER Cavalcade of Sports Media, Inc. (Nevada) and Pacificap Entertainment, Inc. (California) PAGE 2 5. On October 20, 2003, the Board of Directors unanimously consented in writing, in lieu of a formal meeting, to merge the subsidiary (Pacificap Entertainment, Inc.) into itself (Cavalcade of Sports Media, Inc.), which action did not require shareholder approval pursuant to Section 92A.180(1) of the Nevada Revised Statutes, however, a written consent was obtained from the holders of the majority of the issued and outstanding shares of Cavalcade of Sports Media, Inc. The adoption of this action by the Board was unanimous. 6. The shares of the California corporation shall be canceled upon the filing and acceptance of similar Articles of Merger with the Secretary of State of California, which shall be submitted with the Articles herein upon their acceptance by the Nevada Secretary of State. 7. The merger shall be effective upon the filing of these Articles of Merger in the state of Nevada and California. 1 8. The Articles of Incorporation of Cavalcade of Sports Media, Inc. will be amended in conjunction with the merger. Article I of the Articles of Incorporation is hereby amended to read as follows: I. The name of the corporation is: Pacificap Entertainment Holdings, Inc. 9. The surviving corporation agrees that it may be served with process in the State of California in any proceeding for enforcement of any obligation of the merging corporation, or of any obligation of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholders in any appraisal proceedings. The surviving corporation irrevocably appoints the Secretary of State of California as its agent to accept service of process and to send it to: Pacificap Entertainment Holdings, Inc. 12121 Wilshire Boulevard, 14th Floor Los Angeles, CA 90025 10. A copy of the Plan and Agreement of Merger is on file at the offices of the surviving corporation. A copy will be furnished by the surviving corporation, without cost, to any stockholder of a constituent corporation, upon request. IN WITNESS WHEREOF, the constituent corporations have executed these Articles of Merger this 20th day of October 2003. CAVALCADE OF SPORTS MEDIA, INC. (Nevada) ATTEST: /s/ Ed Litwak By:_______________________________ Edward E. Litwak, President Secretary PACIFICAP ENTERTAINMENT, INC. (California) ATTEST: /s/ Michael Riley By:________________________________ Michael Riley, President Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----