SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
WATCHOUT! INC.
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(Exact name of Registrant as specified in charter)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest Reported event) September 9, 2000
Utah 0-114244 84-0959153
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(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File No.) I.D. No.)
20283 State Road 7 Suite 400, Boca Raton, Florida 33496
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(Address of principal executive offices) (Zip code)
Registrant's Telephone Number, including area code (561)482-9421
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Item 1. Change in Control of Registrant.
(a) Pursuant to a stock exchange agreement executed between the Company
and Cavalcade of Sports Networks, Inc., a Nevada corporation, ("Cavalcade") the
Company acquired from Cavalcade all of the issued and outstanding shares of
common stock of Cormax Business Solutions, Ltd., an Alberta Canada, company. As
a result of the agreement, the shareholders of Cavalcade acquired ownership of a
majority of the issued and outstanding shares of common stock of the Company.
The Company issued to Cavalcade a total of 25,100,000 shares of our common
stock. Said stock issuance represents a majority of our issued, outstanding and
authorized shares of common stock.
Todd Violett has assumed a seat on our Board of Directors and has assumed the
presidency of the company. Upon filing the appropriate notices, it is
anticipated that Cavalcade, as the majority shareholder of the Company, will
nominate a new slate of officers and directors to include:
Todd Violett, President /Director
Shawn Clark: Vice president/Director
P. Gregory Reight: Secretary/Treasurer/Director
Ruth Benee: Director
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It is anticipated that Terry Reed will remain as the sole director from
the old Board of Directors.
Item 2. Acquisition or Disposition of Assets.
On August 31, 2000, we acquired all of the issued and outstanding shares of
common stock of Cormax Business Solutions, Ltd. in exchange for the issuance of
25,100,000 shares of our common stock. For purposes of the transaction, the
shares were valued at $.30 per share for a total consideration of $7,530,000.
The transaction was subject to receipt of certain documentation which was
received by the Company on September 9, 2000.
Cormax provides e-business solutions to its clients including hosting services
and applications, connectivity solutions, consulting and website architecture.
Some of the services offered included within each division include web design
and URL registration, web security and encryption services, e-commerce including
inventory, billing, order taking, and distribution, both wired and wireless
connectivity services, consulting in the development of a complete e-commerce
platform and interface design.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statement of the acquired business
It is impractical to provide the required audited financial statements
and pro forma financial information at the time of the filing of this report.
The required financial information will be filed within the time prescribed by
Rule S-X.
B. Stock Exchange Agreement between Watchout Inc.! and Cavalcade of
Sports Networks, Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Watchout! Inc.
/s/Todd Violett
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BY: Todd Violett, president
Dated: This 14th day of September 2000
