-----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, VR8GHmkgrDZCAsHiBxuZIGlidkb0ynffntOz3T10MindGHiCX+SZcwv/iAyGklzO 5tvhjLQIm2R05Wm4Gaxs0A== 0001072588-01-500458.txt : 20020413 0001072588-01-500458.hdr.sgml : 20020413 ACCESSION NUMBER: 0001072588-01-500458 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011226 ITEM INFORMATION: Other events FILED AS OF DATE: 20011226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORMAX BUSINESS SOLUTIONS INC CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11424 FILM NUMBER: 1823013 BUSINESS ADDRESS: STREET 1: #250708 11TH AVENUE SW STREET 2: CALGARY ALBERTA CITY: CANADA T2R 0E4 STATE: C1 ZIP: 00000 BUSINESS PHONE: 888 261 2887 MAIL ADDRESS: STREET 1: #250708 11TH AVENUE SW STREET 2: CALGARY ALBERTA CITY: CANADA T2R 0E4 STATE: C1 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: WATCHOUT INC DATE OF NAME CHANGE: 19991110 FORMER COMPANY: FORMER CONFORMED NAME: WHITE CLOUD EXPLORATION INC DATE OF NAME CHANGE: 19920703 8-K 1 cbsi8k-prefshares.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 reported) CORMAX BUSINESS SOLUTIONS INC. --------------------------------------------- (Exact name of registrant as specified in its chapter) UTAH 333-53738 84-0959153 - ----------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Suite 250, 708 11th Avenue SW, Calgary, Alberta T2R 0E4 - ---------------------------------------------- ------------ (Address of principal executive offices) (Postal Code) Registrant's telephone number, including area code: (888) 261-2887 -------------- WATCHOUT! INC. ---------------------------------- (Former Name of Registrant) Item 1. CHANGES IN CONTROL OF REGISTRANT None. Item 2. ACQUISITION OR DISPOSITION OF ASSETS. None Item 3. BANKRUPTCY OR RECEIVERSHIP None Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT None Item 5. Other Events and Regulation FD Disclosure. On December 6, 2001, the Board of Director agreed to sell Todd Violette 1,000,000 shares of Class A Preferred shares for $50,000 CDN and completion of his current employment contract. In the event, prior to the completion of Todd Violette's current contract, Mr. Violette terminates his employment contract the Company has the right to repurchase all or none of his Class A Convertible Preferred back for $50,000 CDN plus 12% interest per year within 90 days of his notice. In the event the Company desires to terminate Mr. Violette's employment contract they will have the right to repurchase all of the issued Class A Convertible Preferred Shares owned by Mr. Violette for lump sum cash payment equal to the Corporation's market capitalization at the current market value on the day of the purchase. As a result of this sale Todd Violette, our Chairman of the Board, and Chief Executive Officer, became entitled to exercise voting control over our company. Mr. Violette beneficially owns all of the 1,000,000 shares of Class A Preferred shares. Based upon this ownership, as of December 6, 2001 Mr. Violette beneficially controls voting power of 88% over all matters on which the holders of our Stock are entitled to vote. Consequently, Mr. Violette has sufficient voting power to control the outcome of all corporate matters submitted to the vote of our stockholders. Those matters could include the election of directors, changes in the size and composition of the Board of Directors (and, thereby, the qualification and appointment of officers of our company), and mergers and other business combinations involving our company. In addition, through his control of the Board of Directors and voting power, he may be able to control certain decisions, including decisions with respect to our company's dividend policy, access to capital (including borrowing from third-party lenders and the issuance of additional equity securities), and the acquisition or disposition of assets by our company. In addition, the concentration of voting power in Mr. Violette could have the effect of delaying or preventing a change in control of our company and may affect the market price of our Common Stock. The Class A Preferred Share is convertible into two hundred shares of common stock and is entitled to the cumulative votes per share. The primary reason for this recommendation is to help ensure that the business, the leadership and vision of Todd Violette, our Chairman of the Board, Chief Executive Officer, will continue in the future. The Board of Directors is, however, unaware of any present threat of any hostile takeovers involving our company. Because Mr. Violette is the only holder of Preferred Stock, Mr. Violette could benefit from the adoption of the proposed increase in voting rights by substantially increasing his voting control as one of our stockholders. Accordingly, as a member of the Board of Directors, Mr. Violette may be viewed as having a conflict of interest in approving, and recommending that the stockholders approve, the proposed increase in voting rights. Item 6. APPONTMENT OF NEW DIRECTORS None Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statement of the acquired business It is impractical to provide the required audited financial statements and pro forma financial information at the time of the filing of this report. The required financial information will be filed within the time prescribed by Rule S-X. (b) Not Applicable (c) EXHIBITS NONE 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. CORMAX BUSINESS SOLUTIONS INC. ----------------------------------- (Registrant) /s/ Todd Violette Date ----------------------------------- 12/20/01 (Signature) - ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----