-----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, EGCA9FTNG0jKBiE8E8r6lIS8z2J8p3Uz8JhESZb9N5MXlA4B/Kf4JXARD8g+idrU 2tARO7qbfhW+mR9/FDerig== 0000069623-07-000005.txt : 20070917 0000069623-07-000005.hdr.sgml : 20070917 20070917160823 ACCESSION NUMBER: 0000069623-07-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070917 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPREHENSIVE HEALTHCARE SOLUTIONS INC CENTRAL INDEX KEY: 0000069623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 580962699 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-08955 FILM NUMBER: 071120174 BUSINESS ADDRESS: STREET 1: 360 MAIN STREET STREET 2: P.O. BOX 393 CITY: WASHINGTON STATE: VA ZIP: 22747 BUSINESS PHONE: 540-675-6276 MAIL ADDRESS: STREET 1: 360 MAIN STREET STREET 2: P.O. BOX 393 CITY: WASHINGTON STATE: VA ZIP: 22747 FORMER COMPANY: FORMER CONFORMED NAME: NANTUCKET INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NANTUCKET LINGERIE INC DATE OF NAME CHANGE: 19690715 8-K 1 f8k.htm FORM 8-K Converted by EDGARwiz




 

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):   September 10, 2007


COMPREHENSIVE HEALTHCARE SOLUTIONS INC

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


DELAWARE

000-26715

58-0962699

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)


360 Main Street, P.O. Box 393

 Washington, VA

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


540-675-3149

 (ISSUER TELEPHONE NUMBER)


none

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT





1




FORWARD LOOKING STATEMENTS


This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and resul ts of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.


ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

 

Comprehensive Healthcare Solutions, Inc. (the “Company”) currently has fifty million (50,000,000) authorized shares, with a par value of $0.10. On September 12, 2007 approximately seventeen million five hundred seventy seven thousand one hundred and nine (17,577,109) common shares were issued and outstanding and no preferred shares were issued and outstanding.

On September 12, 2007, the Company entered into a Stock Purchase Agreement wherein a total of eighteen million (18,000,000) new shares of the common stock of Comprehensive Healthcare Solutions, Inc. were transferred from the Company to Belmont Partners, LLC in exchange for an aggregate of one hundred fifty thousand dollars ($150,000) in cash. The 18,000,000 shares of common stock represent approximately fifty one percent (51%) of the issued and outstanding stock of the company, and are currently pending delivery to Belmont Partners, LLC.  As part of the acquisition, the following changes to the Company's directors and officers have occurred:  


§

As of September 12, 2007 Joseph J. Meuse was appointed as the Company’s Presidnet, Chief Executive Officer, Chief

Financial Officer, Chairman of the Board and Secretary.

§

John Treglia then resigned from his positions with the Company’s Board of Directors and as the Company’s President,

Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary, effective September 12, 2007


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

 

John Treglia resigned as a member of the Company's Board of Directors effective as of September 12, 2007. John Treglia also resigned as the Company's President, Chief Executive Officer, and Chief Financial Officer, effective September 12, 2007. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.


Joseph Meuse of Belmont Partners, LLC was appointed as the Company's President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board and Secretary.

Mr. Joseph Meuse, Chairman & President

Joseph Meuse has been involved with corporate restructuring and reverse mergers since 1995.  He has been a Managing Partner at Belmont Partners as well as Castle Capital Partners since 1995. Additionally, Mr. Meuse maintains a position as a Board member of the following corporations: Network Capital, Inc., Mag Well, Inc., Tidal Wave Holdings, Inc., Pivotal Technologies, Inc., Discas, Inc., Aztec Technology Partners, Inc.,  Niagara Systems, Inc., Retail Holdings, Inc., NuOasis Laughlin, Inc., Big Red Gold, Inc., PacWest Transfer, Global Filings, and 3-D Shopping, Inc. Mr. Meuse attended the College of William and Mary.












ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.


(a)

Financial statements of business acquired:

 

None

(b)

Pro Forma Financial Information: 

 

None

(c)

Exhibits:

 

Stock Purchase Agreement between Comprehensive Healthcare Solutions, Inc. and  Belmont Partners, LLC

 

 



 

 

 

 

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.

 

 

 

Comprehensive Healthcare Solutions, Inc.

 

 

 

Date: September 17, 2007

By:

/s/ Joseph Meuse

 

 

Joseph Meuse

 President

 

 

 

 

 

 

 






2

EX-99 2 agreement.htm COMMON STOCK AGREEMENT COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT


Private and Confidential


THIS COMMON STOCK PURCHASE AGREEMENT, (the "Agreement") made this 12th day of September, 2007 (the "Effective Date"), by and among Belmont Partners, LLC, a Virginia limited liability company, with a principal address of 360 Main Street, Washington, VA 22747 ("Buyer"), and Comprehensive Healthcare Solutions, Inc., (the "Company") (Company and Buyer each a "Party" and collectively the "Parties").


WITNESSETH:


WHEREAS, the Company currently has fifty million (50,000,000) authorized shares, with a par value of $.10, of which approximately Seventeen Million Five Hundred and Seventy-Seven Thousand One Hundred and Nine (17,577,109) common shares are issued and outstanding and no preferred shares are issued and outstanding; and


WHEREAS, Buyer wishes to purchase a control block consisting of eighteen million (18,000,000) shares representing approximately fifty one percent (51%) of the issued and outstanding stock (the "Stock) from Company;


NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, and subject to the terms and conditions hereof, the Buyer and Company agree as follows:


1.

Agreement to Purchase and Sell. Company will sell to Buyer and Buyer agrees to purchase the Stock from Company for one hundred and fifty thousand U.S. dollars ($150,000.00) (the "Purchase Price"), on or before 5:00 PM EST September 12,2007 (the "Closing"), payable according to the terms and conditions set forth in Section 3 herein. The parties agree that a condition precedent to Closing is Company's obtaining a release of: all debts owing to John Treglia, his heirs and assigns, including but not limited to the debt for one hundred forty five thousand nine hundred thirty five dollars ($145,935), reported as "Due to related party on the Company's Form 10QSB for the quarter ending May 31, 2007", as well as a release of the debt for ten thousand dollars ($10,000.00) reported as "Loan Payable" on the Company's Form 10QSB for the quarter ending May 31, 2007 and a debt of approxi mately forty nine thousand dollars ($49,000.00) owed to American Express (the "Release"). All other obligations set forth on Exhibit A will remain the sole responsibility of the Company.


2.

Closing. On or before the Closing the Parties shall perform:

a) Buyer and Company shall exchange fully executed copies of this Agreement.

b)Company shall cause the board of directors of the Company to execute a

resolution approving the terms of this Agreement and whereby all current Director's resign and Buyer is appointed as a Director of the Company (the "Appointment");

c) Company shall deliver to the Buyer:

(i) stock certificate(s) evidencing the Stock; (the "Certificates")

(ii) the Appointment;

(iii) true and correct copies of all of the Company's business, financial and



corporate records including but not limited to: correspondence files, bank statements, checkbooks, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts (collectively the "Records")


d) The Buyer shall wire $60,000 to Anslow & Jaclin, LLP on behalf of the             Company.


e) The Company shall enter into a consulting agreement with John Treglia to resolve any debts owed by the Comprehensive Healthcare Solutions. Pursuant to such  agreement, which shall be executed at closing, Mr. Treglia shall receive ten (10%) percent of any reductions in the amounts owed by the debtors wherein such reductions are negotiated by Mr. Treglia.


(f) Prior to Closing, the Company will use any funds currently in its bank accounts to

pay some of the existing liabilities so that at Closing the Company will have no funds and will close its checking account.


3)       Payment Terms. As set forth above, at Closing, Buyer shall pay sixty thousand U.S.

dollars ($60,000.00) to the Company by payment to Anslow & Jaclin, LLP which may be immediately released to John Treglia pursuant to the Release. The balance of ninety thousand U.S. Dollars (the "Balance") shall be transferred to Anslow & Jaclin, LLP to be used in accordance with instructions from John Treglia in the following manner:


a) $30,000 on or before the 30 day anniversary of the Closing;

b) $30,000 on or before the 60 day anniversary of the Closing;

c) $30,000 on or before the 90 day anniversary of the Closing;


4. Representations and Warranties of Company. Company hereby represents and warrants to Buyer that the statements in the following paragraphs of this Section 4 are all true and complete as of the date hereof:


a.  Stock. The Stock transferred hereunder shall be new issue common stock

of the Company, and shall represent at least 50.01% control in the Company. Company is the record and beneficial owner and has sole managerial and diapositive authority with respect to the Stock and has not granted any person a proxy that has not expired or been validly withdrawn. The sale and delivery of the Stock to Buyer pursuant to this Agreement will vest in Buyer the legal and valid title to the Stock, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever ("Encumbrances") (other than Encumbrances created by Buyer and restrictions on resale’s of the Stock under applicable securities laws).


b. Liabilities of the Company. Company makes no representation as to the

existence or non-existence of liabilities of the Company except as explicitly stated in this Agreement and Exhibit A attached hereto. Buyer is solely responsible for conducting his own due diligence with respect to the Company and its liabilities and for gathering enough information upon which to base an investment decision in the Stock. Buyer acknowledges that:





i. Company has made no representations with respect to the

Company or its status except as explicitly stated in this Agreement;

and

ii. the Company is being taken "as is"


c) Full Power and Authority. Company represents that he has full power and authority to enter into this Agreement.


5   Representations and Warranties of Buyer. Buyer hereby represents and warrants to

Company that the statements in the following paragraphs of this Section 5 are all true and complete as of the date hereof:


 a

Exempt Transaction. Buyer understands that the offering and sale of the

Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the "Act") and exempt from registration or qualification under any state law.


b.

Full Power and Authority. Buyer represents that he has full power and          authority to enter into this Agreement.


c.

Stock. The Stock to be purchased by Buyer hereunder will be acquired for           investment for Buyer's own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof.

d.

Information Concerning the Company. Buyer has conducted his own due

diligence with respect to the Company and its liabilities and believes he has enough information upon which to base an investment decision in the Stock. Buyer acknowledges that Company has made no representations with respect to the Company, its status, or the existence or non-existence of liabilities in the Company except as explicitly stated in this Agreement. Buyer is taking the Company "as is" and acknowledges and assumes all liabilities of the Company.


e.

Investment Experience. The Buyer understands that purchase of the Stock

involves substantial risk. The Buyer:

i.     has experience as a purchaser in securities of companies in the

development stage and acknowledges that he can bear the

economic risk of Buyer's investment in the Stock; and

ii.     has such knowledge and experience in financial, tax, and business

matters so as to enable Buyer to evaluate the merits and risks of an investment in the Stock, to protect Buyer's own interests in connection with the investment and to make an informed investment decision with respect thereto.


f.

No Oral Representations. No oral or written representations have been

made other than or in addition to those stated in this Agreement. Buyer is not relying on any oral statements made by Company, Company's representatives or affiliates in purchasing the Stock.


g.

Restricted Securities. Buyer understands that the Stock is characterized as "restricted securities" under the Act inasmuch as they were acquired from the



Company in a transaction not involving a public offering.


h.

Opinion Necessary. Buyer acknowledges that if any transfer of the

Stock is proposed to be made in reliance upon an exemption under the Act, the Company may require an opinion of counsel satisfactory to the Company that such transfer may be made pursuant to an applicable exemption under the Act. Buyer acknowledges that a restrictive legend appears on the Stock and must remain on the Stock until such time as it may be removed under the Act.


i)

Liabilities and 1934 Act Comments. The Buyer acknowledges that it is aware of the Company's liabilities as set forth on Exhibit A attached hereto as well as the SEC comments on the Company's 1934 Act filings as set forth on Schedule 2 attached hereto. At such time, as the 1934 Act Comments are resolved with the SEC, the Company will take all steps necessary to spin off its subsidiary, Comprehensive Alliance Corp. to the current shareholders of the Company on the Closing Date. The parties hereby agree that at such time, although this transaction will have closed, the Seller will receive the spun off shares of Comprehensive Alliance Corp. which are issued by the Stock being sold herein instead of the Buyers.


6. Covenant Not to Sue; Indemnification.

a.

In consideration of this Agreement and the consideration to Company and John Treglia granted herein, Company and John Treglia covenant and agree, for themselves and for their agents, employees, legal representatives, heirs, executors or assigns (the "Covenanters"), to refrain from making, directly or indirectly, any claim or demand, or to commence, facilitate commencement or

cause to be prosecuted any action in law or equity against Buyer, its members, officers, directors, agents, employees, attorneys, accountants, consultants subsidiaries, successors, affiliates and assigns (collectively the "Buyer Covenantees"), on account of any damages, real or imagined, known or unknown, which Covenantors ever had, has or which may hereafter arise with respect to any and all disputes, differences, controversies or claims arising out of or relating to this Agreement the Release, and the transactions contemplated hereby, including but not limited to any question regarding the existence, content, validity or termination of this Agreement. The terms and conditions of this Section 6(a) shall be a complete defense to any action or proceeding that may be brought or instituted by Covenantors against the Buyer Covenantees, and shall forever be a complete bar to the commencement or prosecution of any action or proceeding with regard to this Agreement by the Covenantors against the Buyer Covenantees.

Indemnification. Company shall indemnify and hold harmless the Buyer Covenantees from and against any and all losses, damages, expenses and liabilities (collectively "Liabilities") or actions, investigations, inquiries, arbitrations, claims or other proceedings in respect thereof (collectively "Actions") (Liabilities and Actions are herein collectively referred to as

"Losses") arising out of Company's breach of any of Company's

representations hereunder. Losses include, but are not limited to all reasonable legal fees, court costs and other expenses incurred in connection with investigating, preparing, defending, paying, settling or compromising any suit in law or equity arising out of Company's breach of any of Company's representations hereunder notwithstanding the absence of a final determination as to a Company's obligation to reimburse any of Buyer Covenantees for such Losses and the possibility that such payments might later be held to have been improper.

John Treglia shall indemnify and hold harmless the Buyer Covenantees and the Company, its heirs and assigns, from and against any and all losses, damages, expenses and liabilities (collectively "Liabilities") or actions, investigations, inquiries, arbitrations, claims or other



proceedings in respect thereof arising out of the debt for one hundred forty five thousand nine hundred thirty five dollars ($145,935), reported as "Due to related party on the Company's Form 10QSB for the quarter ending May 31, 2007", the debt for ten thousand dollars ($10,000.00) reported as "Loan Payable" on the Company's Form 10QSB for the quarter ending May 31, 2007, a debt of approximately forty nine thousand dollars ($49,000.00) owed to American Express„ and the Release as outlined in Section 1 of this Agreement.


7.

Governing Law; Jurisdiction. Subject to the terms and conditions of Section 6 herein, any dispute, disagreement, conflict of interpretation or claim

arising out of or relating to this Agreement, or its enforcement, shall he governed by the laws of the Commonwealth of Virginia. Buyer and Company hereby irrevocably and unconditionally submit for themselves and their property, to the nonexclusive jurisdiction of Federal and State courts of the State of Virginia and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in such Virginia State, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereatfer have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby (whe ther based on contract, tort or any other theory). Each party hereto certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 7.

8. Termination. Company may not, except for a material breach or failure

of a condition or requirement, terminate this Agreement.


9. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, except that Company may not assign or transfer any of its rights or obligations under this Agreement.


10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy of this Agreement shall be deemed an original.


11. Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision




12. Costs, Expenses. Each party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.


13. Modifications and Waivers. No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date of this Agreement, and signed by both the Buyer and Company. No waiver of any breach, term, condition or remedy of this Agreement by any party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy. All remedies, either under this agreement, by law, or otherwise afforded the Parties shall be cumulative and not alternative.


14. Severability. If one or more provisions of this Agreement are held to be unenforceable

under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.


15. Entire Agreement. This Agreement constitutes the entire agreement and

understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the parties with respect to the subject matter hereof.


16. Further Assurances. From and after the date of this Agreement, upon the request of the Buyer or Company, Buyer and Company shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.


17. Term, Survival. This Agreement is effective from the Effective Date hereof, and shall remain in effect until all the rights and obligations of the parties hereto have been fully performed, however Sections 6(a), 6(b) and 7 shall survive this Agreement.


18. Notices. All notices or other communications required or permitted by this Agreement shall be in writing and shall be deemed to have been duly received:


a) if given by Telecopier, when transmitted and the appropriate telephonic

confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission,

b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails and

c) if given by courier or other means, when received or personally delivered, and, in any such case, addressed as indicated herein, or to such other addresses as may be specified by any such Person to the other Person pursuant to notice given by such Person in accordance with the provisions of this Section 18.











IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.


BUYER

 

COMPANY

 

 

 

BELMONT PARTNERS, LLC

 

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

 

 

 

/s/ Joseph Meuse

 

/s/ John Treglia

By: Joseph Meuse

 

By: John Treglia

 

 

 

 

 

 

































Belmont/Comprehensive/Stock Purchase Agreement




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