-----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, TZK/8vDstJBITtV2VpoJdEXV096WBr9kSExPpIoluujkb/Np2mPosb8HHP1qR7Ye N8aoMoVs++c42YpAQsQ4hw== 0001144204-06-031036.txt : 20060804 0001144204-06-031036.hdr.sgml : 20060804 20060804100205 ACCESSION NUMBER: 0001144204-06-031036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060804 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Precision Aerospace Components, Inc. CENTRAL INDEX KEY: 0000936446 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 311239328 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30185 FILM NUMBER: 061004079 BUSINESS ADDRESS: STREET 1: 2200 ARTHUR KILL ROAD CITY: STATEN ISLAND STATE: NY ZIP: 10309-1202 BUSINESS PHONE: (718) 356-1500 MAIL ADDRESS: STREET 1: 2200 ARTHUR KILL ROAD CITY: STATEN ISLAND STATE: NY ZIP: 10309-1202 FORMER COMPANY: FORMER CONFORMED NAME: JORDAN 1 HOLDINGS CO DATE OF NAME CHANGE: 20060503 FORMER COMPANY: FORMER CONFORMED NAME: GASEL TRANSPORTATION LINES INC DATE OF NAME CHANGE: 20000327 8-K 1 v048949_8k.htm
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): August 4, 2006

Precision Aerospace Components, Inc.
(Exact name of registrant as specified in its charter)


Delaware
000-30185
20-4763096
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)
     
 
2200 Arthur Kill Road
Staten Island, NY 10309-1202
(Address of principal executive offices) (zip code)

(718) 356-1500
(Registrant's telephone number, including area code)

Jordan 1 Holdings Company
501 Johstone Avenue, Suite 501 Bartlesville, OK 74003
(Former name and former address)

Darrin Ocasio, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

Item 8.01 Other Events

As previously reported, on July 24, 2006, the Registrant changed its name from Jordan 1 Holdings Company to Precision Aerospace Components, Inc. Effective August 4, 2006, the Registrant's quotation symbol on the OTC Bulletin Board changed from GSEL.OB to PAOS.OB.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Exhibits

Exhibit Number
 
Description
3.1
 
Certificate of Ownership and Merger changing the Registrant’s name to Precision Aerospace Components, Inc.

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
  Precision Aerospace Components, Inc.
 
 
 
 
 
 
Date: August 4, 2006 By:   /s/ Robert P. Moyer 
 
Name:  Robert P. Moyer
Title:  President, Chief Executive Officer
   

 

 
 
 

 

EX-3.1 2 v048949_ex3-1.htm
 
CERTIFICATE OF OWNERSHIP AND MERGER

OF

PRECISION AEROSPACE COMPONENTS, INC.
(a Delaware corporation)

INTO

JORDAN 1 HOLDINGS COMPANY
(a Delaware corporation)

Under Section 253 of the Delaware General Corporation Law
 

The undersigned corporation does hereby certify as follows:

FIRST:  Jordan 1 Holdings Company (the "Corporation") is a business corporation of the State of Delaware. The Certificate of Incorporation was filed with the Secretary of State on December 28, 2005.

SECOND:  The Corporation is the owner of all of the outstan-ding shares of the stock of Precision Aerospace Components, Inc. which is also a business corporation of the State of Delaware.

THIRD:  On July 24, 2006, the Board of Directors of the Corporation adopted the following resolutions to merge Precision Aerospace Components into the Corporation:

   
RESOLVED that Precision Aerospace Components be merged into this Corporation, and that all of the estate, property, rights, privileges, powers and franchises of Precision Aerospace Components be vested in and held and enjoyed by this Cor-poration as fully and entirely and without change or diminution as the same were before held and enjoyed by Precision Aerospace Components in its name; and further 

   
RESOLVED that this Corporation shall assume all of the obligations of Precision Aerospace Components; and further

RESOLVED,that the officers of this Corporation be, and they and each of them hereby is, authorized, empowered and instructed to file a Certificate of Ownership and Merger of Precision Aerospace Components into this Corporation pursuant to Section 253 of the Delaware General Corporation Law and to take such other action as they may deem necessary or advisable in order to effect the merger of into this Corporation, the taking of such action to be conclusive evidence as to the necessity or advisability therefor; and further


RESOLVED, that this Corporation shall change its name to Precision Aerospace Components, Inc. upon the effectiveness of the Merger; and further

RESOLVED, that the merger of Precision Aerospace Components shall be effective upon filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware; and further

RESOLVED, that the officers of this Corporation be, and they hereby are, authorized and empowered to certify as to the adoption of any or all of the foregoing resolutions.


Dated: July 24, 2006    

JORDAN 1 HOLDINGS COMPANY
 

By: /s/ Robert P. Moyer
Robert P. Moyer. Chief Executive Officer

 

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