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 EARLIEST REPORTED EVENT - April 23, 2004
PUREZZA GROUP, INC.
(Exact name of Registrant as specified in its charter)
Florida 333-85306 65-1129912
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification Number)
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
(Address of principal executive offices)
(772) 231-7544
(Registrant's telephone number, including area code)
(772) 231-5947 (Issuer's facsimile number,
including area code)
800 West Cypress Creek Road, Suite 470
Ft. Lauderdale, FL 33309
(Former name or former address, if changed since last report)
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995
Information included in this Form 8-K may contain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). This
information may involve known and unknown risks, uncertainties and other factors
which may cause the Company's actual results, performance or achievements to be
materially different from future results, performance or achievements expressed
or implied by any forward-looking statements. Forward-looking statements, which
involve assumptions and describe the Company's future plans, strategies and
expectations, are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative of these words or other variations on these words or comparable
terminology. These forward-looking statements are based on assumptions that may
be incorrect, and there can be no assurance that these projections included in
these forward-looking statements will come to pass. The Company's actual results
could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. The Company undertakes no obligation
to update publicly any forward-looking statements for any reason, even if new
information becomes available or other vents occur in the future.
ITEM 1.
CHANGES IN CONTROL OF REGISTRANT
On April 23, 2004, International Equities Group, Inc ("IEG") agreed to
sell 37,185,000 shares of the common stock of Purezza Group Inc, ("PRZA") owned
by it to Keating Reverse Merger, Fund LLC ("KRM") for an aggregate purchase
price of $350,000.00.
In connection with this transaction, Mr. Legel resigned as a member of
the PRZA's Board of Directors and as its President and Mr. Keating was nominated
to serve as a Director and as the Company's President, Secretary and Treasurer.
Concurrently, the principal executive office of the company was moved to 936A
Beachland Blvd., Suite 13, Vero Beach, FL 32963.
At the date of this Current Report, KRM owns 42,185,000 shares, or
80.3% of the Registrant's common stock and PRZA's other stockholders own
10,315,000 shares, or 19.7% of its common stock. IEG has no continuing economic
interest in the company as either stockholders or creditors.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information concerning the beneficial
ownership of the PRZA's common stock on the date of this Current Report, by (i)
each person who is known to be the beneficial owner of more than 5 percent of
our common stock; (ii) all directors and executive officers of the company; and
(iii) directors and executive officers of the company as a group. For purposes
of the table, beneficial ownership includes the contractual right to acquire
shares.
Amount of
Name and Address Beneficial Percent of
Of Beneficial Owner Ownership Class
================================================================================
Keating Reverse Merger Fund, LLC (1) 42,185,000 80.3%
Kevin R. Keating 2,000,000 3.8%
Executive Officers and Directors 2,000,000 3.8%
as a Group (1 person)
(1) 5251 DTC Parkway, Suite 1090, Greenwood Village CO 80111-2739.
ITEM 2.
ACQUISITION OR DISPOSITION OF ASSETS.
On April 23, 2004 PRZA transferred all of its assets to Purezza
Marketing, Inc. ("PMI"). Concurrently with this transfer, PZRA distributed on a
pro rata basis all of its ownership in PMI to the holders of its common stock
(the "Distribution"). As a result of this transfer and the Distribution, PMI
will operate independently from PRZA and as a successor to PRZA's business and
operations.
PROPOSED OPERATIONS
PRZA has no assets, liabilities or ongoing operations. Nevertheless,
management believes that it may be able to recover some value for its
shareholders by the adoption and implementation of a plan to seek, investigate
and, if the results of such investigation warrants, effect a business
combination with a suitable privately held company that has both business
history and operating assets. Our potential success will be primarily dependent
on the efforts and abilities of our new management team, who will have virtually
unlimited discretion in searching for, negotiating and entering into a business
combination transaction.
Management believes that the selection of a business opportunity will
be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our new management team believes that there are numerous privately held
companies seeking the perceived benefits of becoming a publicly held
corporation. Such perceived benefits may include facilitating debt financing or
improving the terms on which additional equity may be sought, providing
liquidity for the principals of the business, creating a means for providing
stock incentives or similar benefits to key employees, providing liquidity for
all stockholders and other factors.
Potential business opportunities may occur in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis extremely difficult and complex. Our new
management team believes we will only be able to participate in one business
venture. This lack of diversification should be considered a substantial risk
because it will not allow us to offset potential losses from one venture against
gains from another.
Management believes our company will offer owners of a suitable privately
held company the opportunity to acquire a controlling ownership interest in a
public company:
o In less time than would be required for a traditional IPO
o For less out-of-pocket cost than would be required for a traditional
IPO; and
o With a greater degree of certainty that the transaction will ultimately
close.
Nevertheless, the owners of any target that we select will incur
significant costs and expenses, including the costs of preparing the required
business combination agreements and related documents, the costs of preparing a
Current Report on Form 8-K describing the business combination transaction and
the costs of preparing the documentation associated with future reporting under
the Exchange Act.
While our management team believes that the Company will be able to
enter into a business combination, there can be no assurance as to how much time
will elapse before a business combination is effected, if ever.
In the event that a business combination is consummated, it is likely
that our present shareholders will own only a small minority interest in the
combined companies. In addition, as part of the terms of an acquisition
transaction, our current officers and directors will ordinarily resign and be
replaced by new officers and directors selected by the target company.
Management does not intend to obtain shareholder approval prior to consummating
any acquisition other than a statutory merger.
ITEM 3.
BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4.
CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
ITEM 5.
OTHER EVENTS AND REGULATION FD DISCLOSURE.
Not Applicable
ITEM 6.
RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable
ITEM 7.
FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not Applicable
(b) Pro forma financial information.
Not Applicable
(c) Exhibits.
10.1 Purchase and Sale Agreement dated April 23, 2003 between
Keating Reverse Merger Fund LLC, as Buyer; Purezza Group, Inc.
and International Equities Group, Inc., as Seller.
ITEM 8.
CHANGE IN FISCAL YEAR.
Not Applicable
ITEM 9.
REGULATION FD DISCLOSURE.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Purezza Group, Inc. has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PUREZZA GROUP, INC.
April 23, 2004
By: /s/ Kevin R. Keating
---------------------------------------------
Kevin R. Keating, President and Sole Director