SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
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, 2002
YSEEK, INC.
(Exact name of registrant as specified in its charter)
Florida 000-25097 65-078-3722
(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
7732 N. Mobley Road, Odessa, FL 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(813) 926-3298
(Former name or former address, if changed since last report.)
412 E. Madison, Suite 1000, Tampa, Florida 33602
Item 1: Changes in Control of Registrant and Item 6: Resignations of
Registrant's Directors.
Item l. On September 10, 2002, Registrant executed a convertible promissory note
in the amount of $53,439.05 to 2D&H, Inc., a corporation controlled by David G.
Marshlack and Charles Bruce Hammil, and paid $11,500 to David G. Marshlack,
$46,500 to Dan Marshlack, the father of David G. Marshlack, $9,700 to Charles
Bruce Hammil, $8,625 to Entertainment Network, Inc. a Company controlled by
David G. Marshlack and Charles Bruce Hamil and $3,675 to 2D&H, Inc. in
repayment in full for loans made to the Registrant. The promissory note bears
interest at the rate of 6.5% per annum and is repayable on or before November
10, 2002. The promissory note is convertible at the option of the holder prior
to payment at a conversion ratio of $.015 per share or at a price equal to the
average of the closing offer price of the five trading days prior to holder's
delivery of notification of conversion. The promissory note is guaranteed by
Rachel L. Steele and David Weintraub. Repayment of the loans to was financed by
the sale of 5,333,333 restricted common shares in a private placement for a
total consideration of $80,000.00.
In connection with repayment of the loans, NeuTelligent, Inc. and Voice Media,
Inc. each transferred 2,860,000 of Registrant's common shares to Registrant.
Additionally, the parties agreed to terminate the Traffic Promotion Agreements
and the Consulting/Option Agreements previously entered into with NeuTelligent,
Inc. f/k/a CandidHosting.com, Inc. and Voice Media, Inc.
Following transfer of the 5,720,000 common shares held by NeuTelligent and Voice
Media to the Registrant, the following represented the shareholdings of Yseek's
Officers and Directors and 10% Shareholders:
Title Name and Amt and Percent
Of Address Nature of of
Class of Beneficial Owner Beneficial Ownership Class
Common David G. Marshlack 1,000,000(1) 4.56%
Stock 412 East Madison Street
Suite 1000
Tampa, Florida 33602
Common Charles Bruce Hammil 1,000,000(1) 4.56%
Stock 412 East Madison Street
Suite 1000
Tampa, Florida 33602
Common Ron Levi 858,000(2) 3.91%
Stock 2533 North Carson Street
Carson City, NV 69708
Common Mark Dolan 125,000 .57%
Stock 412 East Madison Street
Suite 1000
Tampa, Florida 33602
Common Paul Runyon 500,000 2.24%
Stock
Common Rachel Steele 2,333,333 10.64%
Stock 7732 N. Mobley Road
Odessa, FL 33556
Common Timothy Minneham 2,000,000 9.12%
Stock P.O. Box 243
Livonia, N.Y. 14487
Common Ronald Reschly 1,000,000 4.56%
Stock 413 N. Main
Mount Pleasant, Iowa 52641
Common Candidhosting.com, Inc. 1,000,000(1) 4.56%
Stock 412 East Madison
Suite 1000
Tampa, FL 33602
Common Voice Media, Inc. 858,000(1) 3.91%
Stock 2533 North Carson Street
Suite 1091
Carson City, NV 69708
Common
Stock Total 7,816,333
(1) Shares held in the name of Candidhosting, Inc., a corporation controlled by
Mr. Marshlack and Mr. Hammil
(2) Shares held in the name of Voice Media, Inc.
On September 10, 2002, the Board of Directors elected the following persons to
serve on the Board of Directors until the next Annual Meeting of Shareholders:
David Weintraub, Glen Ostroski, Rachel Steele, and Tanya Ostroski.
On September 10, 2002, the following persons were elected to hold the following
offices: David Weintraub, Chief Executive Officer; Glen Ostroski, President;
Rachel Steele, Vice President; and Tanya Ostroski, Treasurer. On September 11,
2002, the following directors resigned: Mark R. Dolan, David G. Marshlack,
Charles Bruce Hammil, Paul Runyon, Ronald M. Levi.
Item 6. On September 11, 2002, the following directors resigned: Mark R. Dolan,
David G. Marshlack, Charles Bruce Hammil, Paul Runyon, Ronald M. Levi.
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 thereunto duly authorized.
YSEEK, INC.
(Registrant)
Dated: September 25, 2002
__/s/ David Weintraub_____
DAVID WEINTRAUB,
Chief Executive Officer
EXHIBITS
(1) Underwriting agreement
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession.
(3)(i) Articles of Incorporation
(ii) Bylaws
(4) Instruments defining the rights of holders, incl. Indentures
(16) Letter on changes in certifying accountant
(17) Letter on director resignator
(20) Other documents or statements to security holders
(23) Consents of experts and counsel
(24) Power of attorney
(27) Financial Data Schedule
(99) Additional Exhibits
99.1 Promissory Note to 2D&H, Inc.*
99.2 Guaranty Agreement*
99.3 Termination Agreement Reformation Agreement with NeuTelligent, Inc.,
f/k/a CandidHosting.com, Inc.*
99.4 Termination Agreement Reformation Agreement with Voice Media, Inc.*
*Previously filed with Form 8-K dated September 16, 2002