UNITED STATES
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 event reported) August 26, 2004
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Applewood's Restaurants, Inc
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
033-07456-LA 88-0210214
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(Commission File Number) (IRS Employer Identification No.)
1104 Sandpiper on El Paseo, Palm Desert, CA 92260
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(Address of Principal Executive Offices) (Zip Code)
(760) 341-0347
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(Registrant's Telephone Number, Including Area Code)
6455 Industrial Park Road, Las Vegas NV 89119
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(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 (see General Instruction A.2. below):
|_| 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 communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Effective August 26, 2004, Robert Stewart purchased an aggregate of
37,070,000 shares of common stock (the "Purchased Shares") of Applewood's
Restaurants, Inc., a Nevada corporation (the "Registrant"), from the
Registrant's three principal stockholders, Frank Reich, Marie Reich and Eugene
David Geller (the "Stock Purchase"). The Purchased Shares represent
approximately 65% of the outstanding shares of common stock of the Registrant.
Of the Purchased Shares, 4,020,000 shares were purchased by Mr. Stewart as
nominee for three separate individuals, none of whom, according to Mr. Stewart,
beneficially owns more than 5% of the outstanding shares of common stock of the
Registrant.
In consideration for the Purchased Shares, Mr. Stewart paid to the Vendors
$210,000 at closing and agreed to pay an additional $200,000 in approximately
equal monthly installments over the three month period following closing of the
Stock Purchase. Of the funds paid at closing, $53,000 was provided by Mr.
Stewart out of his personal funds, $67,000 was provided by the other individuals
on whose behalf Mr. Stewart is holding their shares as nominee, and $90,000 was
provided as a non-interest bearing loan from Securac Inc., a privately held
Alberta corporation ("Securac"). The loan is evidenced by a promissory note that
is payable on demand but not before December 20, 2004 and is secured by a pledge
of 26,220,000 of the Purchased Shares.
As part of the transaction, Mr. Stewart agreed to cause the Registrant to
enter into a consulting agreement with two of the Vendors pursuant to which they
would receive an additional 500,000 shares of Common Stock (giving effect to the
reverse split described below).
It is anticipated that the Registrant will engage in a share exchange
transaction with the shareholders of Securac, pursuant to which the shareholders
of Securac will acquire control of the Registrant in exchange for the shares of
Securac. Securac is a privately held company engaged in the business of
providing enterprise risk management and regulatory compliance solutions. In
connection with the share exchange, the capitalization of the Registrant would
be adjusted by means of a 1:15 reverse split of the outstanding shares and the
Board of Directors and officers of the Registrant would be replaced with
designees of the Securac shareholders. Though a formal agreement has not yet
been signed regarding the share exchange, the Registrant believes that it will
likely enter into such an agreement in the immediate future. Following execution
of such an agreement, the Registrant intends to file an additional Current
Report on Form 8-K disclosing the terms of the transaction as well as additional
information concerning the business activities of Securac.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Resignation and Election of Officers
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Effective the closing of the Stock Purchase, August 26, 2004, the existing
officers of the Registrant (Frank Reich and Marie Reich) resigned and the Board
elected Robert Stewart as President, Secretary and Treasurer of the Registrant
on an interim basis.
From July 2001 to March 2004, Mr. Stewart served as President of Cardiff
Resources, Inc., an oil drilling and exploration company traded on the Canadian
Venture Exchange (now the Toronto Venture Exchange "TSX Venture Exchange"). In
March 2004, Cardiff merged with and changed its name to Hy-Drive Technologies,
Ltd., a hydrogen fuel technology company, and Mr. Stewart continues to serve as
a director of that company. Prior to joining Cardiff, Mr. Stewart served for
about five years as Vice President and a director of Commonwealth Energy Corp.,
an oil exploration company also traded at that time on the Canadian Venture
Exchange. Mr. Stewart currently serves as a director of two other companies
traded on the TSX Venture Exchange.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
YEAR
By-law Amendments
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Effective August 19, 2004, the Board amended the By-laws of the
Registrant:
1. To opt out of the provisions of Nevada Revised Statute 78.378
(Acquisition of Controlling Interest) through 78.3793 as they relate
to the Registrant or acquisitions of a controlling interest in the
Registrant.
2. To permit any two offices of the Registrant to be held by the same
person, without qualification. Prior to the amendment, the By-laws
required that the offices of President and Secretary be held by
separate persons.
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SIGNATURE
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.
Applewood's Restaurants, Inc.
By: /s/ Robert Stewart
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Interim President
Date: August 31, 2004
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