U.S. 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): December 21, 2000
FAIRFAX GROUP, INC.
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(Exact name of registrant as specified in its charter)
Florida 000-25429 65-0832025
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(State or jurisdiction of Commission (I.R.S. Employer
incorporation or organization File Number Identification No.)
6758 N. Military Trail, Suite 303
West Palm Beach, Florida 33407
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (561) 840-9100
N/A
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant
On or about December 21, 2000 (the closing date) a Stock Purchase
Agreement (the "Agreement") was closed between Charles Adams, Fred Keller
("Keller") and Fred Keller, Trustee ("Keller Trust"). The Agreement provided for
Charles Adams to acquire 4,200,000 shares of the Company's outstanding Common
Stock held by Keller in exchange for $2,000. Additionally pursuant to a
Substitution of Debtor Agreement, of the same date, which was attached and made
a part of the Agreement, the buyer promised to assume and discharge all of the
debts of the Issuer owed to Keller Trust in the amount of $323,000 and repay
this amount to Keller Trusts. The source of the cash was from Mr. Adam's
personal funds.
The purpose of the transaction was to grant control of the Issuer to
Charles Adams. Mr Adams' 4,200,000 shares of Common Stock is part of Mr. Adam's
investment portfolio. Mr Adams is an affiliate shareholder of the Issuer, and is
seeking candidates for merger with or acquisition by the Issuer.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
As a result of the Stock Purchase Agreement, the company added a
director to its board of directors and effected a change in management, as
follows:
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Name Age Position
Charles Adams 33 Sole Officer & Director
Charles Adams. Mr. Adams is the current Sole Officer & Director of the
company since December 21, 2000. Since October 1997, Mr. Adams has engaged in
private business ventures, mostly in the area of finance. Through his company,
Adams Inc., which was formed in October, 1997, he is currently providing
consulting services and commercial equipment leasing. Mr. Adams specializes in
financing equipment which is placed with end users. From October 1997 until
September 2000, Mr. Adams was employed by Carcorp, Inc. which is one of only two
lenders who
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provide commercial paper for Bombardier, Inc., under operating leases for lear
jets and other major aviation equipment. Mr. Adams served as the Director of
Finance of Carcorp, Inc. In this capacity, Mr. Adams arranged the operating
leases for rolling stock, large commercial equipment, aviation and commercial
marine end users. From 1995 through October 1997, Mr. Adams was independently
engaged in commercial leasing of limousines and limousine fleets. From 1996
through October 1997, he also was employed by Ed Morse as the Fleet Manager for
the Jeep operations. From 1993 through 1995, Mr. Adams was employed by Palm
Beach Lincoln Mercury in sales. Prior to relocating to Florida, from 1991
through 1993 Mr. Adams was employed by Alpha Zeta Trust in California, where he
was responsible for the acquisition of commercial real estate, including
negotiations of sale and arrangement of bridge financing. From 1988 through
1991, Mr. Adams independently engaged in the acquisition of real estate. During
the same period he was employed by Porsche, Audi, Ferrari in Woodland Hills,
California as a salesman. In this capacity, Mr. Adams was responsible for all
aspects of the automobile acquisition, including arranging the purchase
financing. Mr. Adams attended Los Angeles Valley College for two (2) years and
took marketing and sales extension courses at the University of California Los
Angeles.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock of Fairfax Group, Inc. as of
the date of this disclosure(1), by (I) each person who is known by Fairfax
Group, Inc. to be the beneficial owner of more than five percent (5%) of the
issued and outstanding shares of common stock, (ii) each of Fairfax Group, Inc.
directors and executive officers, and (iii) all directors and executive officers
as a group.
Name and Address Number of Shares Percentage Owned
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Charles Adams 4,420,000 68.29%
6758 N. Military Trail
Suite 303
West Palm Beach, FL 33407
Fred Keller 1,600,000 26.01
6758 N. Military Trail
Suite 303
West Palm Beach, FL 33407
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Based on outstanding shares of 6,150,000
Item 6. Resignations of Registrant's Directors
Not applicable.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Exhibits
Exhibit 2.1 Stock Purchase Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
FAIRFAX GROUP, INC.
/s/ Charles Adams
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By: Charles Adams, President
