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): March 25, 2008
KAYENTA KREATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
333-04066 87-0554463
(Commission File Number) (IRS Employer Identification No.)
311 SOUTH STATE ST. #460
SALT LAKE CITY, UTAH 84111
(Address of Principal Executive Offices) (Zip Code)
(801) 364-9262
(Registrant's Telephone Number, Including Zip Code)
NOT APPLICABLE
(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-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 25, 2008, Kayenta Kreations, Inc., a Nevada corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), with Geospatial Mapping Services, Inc., a Delaware
corporation ("Geospatial"), pursuant to which the Company agreed to
issue to the stockholders of Geospatial 20,074,188 shares of the
Company's common stock, after giving effect to a required 2.8 to 1
forward stock split, in connection with a transaction that will result
in Geospatial becoming a wholly-owned subsidiary of the Company. The
Merger Agreement requires, as a condition to closing, the election and
appointment of the person or persons designated by Geospatial as the new
officers and director or directors of the Company effective at closing
and the approval by the Company's stockholders of an employee benefit
stock option plan.
The Merger Agreement contains a covenant that the Company will not
effectuate any reverse stock split of the Company's common stock for
24 months from closing without the prior consent of Thomas G. Kimble,
as representative of the Company's current shareholders. The Merger
Agreement also provides for the filing of a registration statement
with the Securities and Exchange Commission covering the resale of
the currently owned common stock of the holders of the Company's
restricted common stock but no other shares.
After giving effect to the stock issuance, the stockholders of
Geospatial will hold 20,074,188 shares or 84.49% of the 23,759,806
shares of the Company's common stock to be outstanding following the
completion of the merger transaction (the "Merger") contemplated under
the Agreement. As such, the Merger will result in a change of control
of the Company and, following consummation of the transactions
contemplated by the Merger Agreement, the stockholders of Geospatial
will be able to elect directors and control the policies and practices
of the Company.
The Merger Agreement also provides for an amendment to the Company's
articles of incorporation to change the Company's name to Geospatial
Corporation and to increase its authorized shares of common stock from
50,000,000 to 100,000,000 shares. The Merger Agreement will result in a
change in the status of the Company as a shell company.
The closing of the Merger is subject to certain conditions precedent
including the approval by the stockholders of the Company and Geospatial
of the transactions contemplated in the Merger Agreement. The Merger
will be completed by the Company forming a wholly-owned subsidiary,
which will be a party to the Merger Agreement, and which will be merged
into Geospatial. The Merger Agreement contains various representations
by the Company and a principal stockholder of the Company, Thomas G.
Kimble, along with other provisions which are typically found in such an
agreement.
The foregoing summary of selected provisions of the Merger Agreement
does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, a copy of which is filed as an
exhibit to this report.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following documents are included as exhibits to this report:
Exhibit SEC Ref.
No. No. Title of Document Location
10.1 10 Agreement and Plan of Merger between This Filing
Kayenta Kreations, Inc. and Geospatial
Mapping Services, Inc., et al. dated
March 25, 2008
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.
Kayenta Kreations, Inc.
/s/Brenda White
Date: March 25, 2008 By: __________________________________
Brenda White,
President