<PAGE> 1
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 20, 2000
-------------------
CELEBRITY ENTERTAINMENT GROUP, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WYOMING 0-28829 65 0970516
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
5120 WOODWAY, SUITE 9029, HOUSTON, TEXAS 77056
--------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (713) 960-9100
-----------------------
18870 STILL LAKE DRIVE, JUPITER, FLORIDA 33458
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEMS 1. & 2. CHANGE IN CONTROL OF REGISTRANT AND ACQUISITION OR DISPOSITION OF
ASSETS
On December 18, 2000, Celebrity Entertainment Group, Inc.
("Celebrity"), and its wholly-owned subsidiary, Sharp Florida Acquisition
Corp., entered into an Agreement and Plan of Merger and Reorganization
("Agreement") with Sharp Technology, Inc. ("Sharp"). Pursuant to the Agreement,
the Company acquired all of the issued and outstanding shares of Sharp and Sharp
has become a wholly-owned subsidiary of Celebrity. As consideration for the
shares of Sharp, Celebrity issued an aggregate of 6,518,248 shares of
Celebrity's common stock to the former Sharp stockholders. Following the
transaction, Sharp's former stockholders own approximately 71% of Celebrity's
issued and outstanding shares. The exchange of the consideration involved
resulted from arms-length bargaining, and there was no previous relationship
between Celebrity and Sharp and/or its stockholders.
At the closing of the transaction, George Sharp, Gilbert Gertner and
Sylvan Scheffler were added to the Board of Directors of Celebrity and Alan
Pavsner will continue as a director. The following persons from Sharp were
elected to the following offices of Celebrity:
George Sharp - President, Secretary and Chief Executive Officer
Robert Wesolek - Treasurer and Chief Financial Officer; and
Lou Schwartz - Vice President
Mr. Pavsner resigned in all other executive capacities with Celebrity,
but his affiliated company, Marine Way, Inc. entered into a consulting agreement
and will receive a consulting fee in the amount of $10,000 per month during the
term of the consulting agreement.
Sharp Technology, Inc. specializes in developing Internet security,
content management and e-commerce software products. The Company creates
products that are easy-to-use and are targeted at areas in which demand will
grow as the Internet expands. Sharp's business strategy focuses on establishing
B2B (Business to Business) and B2B2C (Business to Business to Consumer)
collaborative relationships with certain of the nation's largest corporations.
In addition to its Houston headquarters, Sharp Technology, Inc., has offices in
Phoenix, Arizona and Washington, D.C.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS:
(a) Financial Statements:
Financial Statements of Sharp Technology, Inc. for the period
specified by Rule 3-05(b) of Regulation S-X will be filed by
Amendment no later than March 5, 2001, which date is 75 days
after the effective date of the merger transaction.
2
<PAGE> 3
(b) Pro Forma Financial Information required pursuant to Article
11 of Regulation S-X will be filed by Amendment no later than
March 5 2001, which date is 75 days after the effective date
of the merger transaction.
(c) Exhibits:
2.1 Agreement and Plan of Merger and Reorganization
between Celebrity Entertainment Group, Inc., Sharp
Florida Acquisition Corp. and Sharp Technology, Inc.,
dated December 18, 2000.
3.1(d) Articles of Merger filed with State of Florida.
10.1 Consulting Agreement between Celebrity Entertainment
Group, Inc. and Marine Way, Inc. dated December 18,
2000.
3
<PAGE> 4
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.
CELEBRITY ENTERTAINMENT GROUP, INC.
By: /s/ George Sharp
--------------------------
George Sharp, President
DATED: December 29, 2000
4
