8-K 1 obn8k071007.txt OBN HOLDINGS FORM 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 July 5, 2007 (Date of Report, date of earliest event reported) OBN HOLDINGS, INCORPORATED (Exact name of registrant as specified in its charter) NEVADA 333-108300 81-0592921 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8275 South Eastern Ave., Suite 200; Las Vegas, Nevada 89123 (Address of principal executive offices) (702) 938-0467 (Issuer's telephone number) (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-12 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 2 - FINANCIAL INFORMATION ITEM 2.01 Completion of Acquisition or Disposition of Assets. On July 5, 2007, the Company completed its acquisition of substantially all the assets of Chengdu Shengang Lutong Tech Ltd ("Lutong Tech"). The Company paid aggregate consideration of six million five hundred thousand (6,500,000) restricted shares of the Company's common stock, valued at approximately six million five hundred thousand US dollars ($6,500,000). Lutong Tech is engaged in Video Detection Technology and Correlative Product Research and Development. It holds three patents and contracts to install video traffic systems in Beijing, Shanghai, Guangzhou, Nanjing and numerous municipalities. There are 47 degreed employees. Product lines include the Video Traffic Information Detector SGS series and the Video Traffic Violation SGW series installed at traffic light intersections. Lutong Tech is located in Chengdu, Peoples Republic of China. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits (a) and (b) In accordance with the requirements of Item 9.01, audited financial statements of Lutong Tech and unaudited proforma financial statements will be filed with the SEC within 71 days after the date of this filing. (d) The Asset Purchase Agreement on the purchase of assets of Lutong Tech has been filed as exhibit 10.1 to this report. SIGNATURES Pursuant to the requirements of the Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OBN HOLDINGS, INCORPORATED (Registrant) Date: July 11, 2007 /s/ Roger Neal Smith By: Roger Neal Smith President and CEO