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) November 30, 1999
ProCare Industries, Ltd.
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(Exact name of registrant as specified in its charter)
Colorado 0-13066 84-0932231
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
1960 White Birch Drive, Vista, California 92083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (760) 599-8559
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Item 5. OTHER EVENTS
Effective November 30, 1999, Registrant entered into an agreement with
Arlington Capital, LLC, a California limited liability company, pursuant to
which Arlington Capital, LLC purchased 793,844 shares of restricted common stock
of the Registrant for the total purchase price of $25,000. The purchase of the
shares was completed November 30, 1999. Following the purchase, Arlington
Capital, LLC will hold approximately 47.1% of Registrant's issued and
outstanding common stock.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report.
(c) Exhibits.
Exhibit 10.1 Stock Purchase Agreement dated November 30, 1999.
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.
Date: November 30, 1999
PROCARE INDUSTRIES, LTD.
By /s/ Robert W. Marsik
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Robert W. Masrsik, President
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EXHIBIT INDEX
Exhibit Description Page No.
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10.1 Stock Purchase Agreement dated November 30, 1999. 3
3
ProCare Industries, Ltd.
1960 White Birch Drive
Vista, CA 92083
760-599-8559 Tel.
760-599-4433 Fax
November 30, 1999
Arlington Capital
P.O. Box 11447
Beverly Hills, CA 90213
ATTN: Robert DiMinico
RE: Stock Purchase Agreement
Mr. DiMinico,
This letter will confirm Arlington Capital's purchase of 793,844 shares of
restricted common stock in ProCare Industries, Ltd. for the total purchase price
of $25,000, funds to be sent via wire transfer to ProCare's bank account The
Company will cause our transfer agent, American Securities Transfer, to issue a
stock certificate for the 793,844 restricted common shares.
This agreement is subject to the following conditions:
Arlington represents that:
1. Arlington has reviewed all filings by ProCare under the Securities Exchange
Act of 1934 and has all information required by Arlington to make an
informed investment decision.
2. That these common shares are being purchased by Arlington Capital for
investment purposes and acknowledges that the shares are restricted and
subject to the normal rules that apply to restricted stock under the
Securities Act of 1934.
3. That Arlington will make all necessary filings required which are
associated with this stock purchase, such as filing of 13D and Form 3 with
the SEC.
4. That Arlington has no intention, nor interest, in having a representative
serve on the Board of Directors of ProCare.
ProCare represents that:
1. The company is a fully reporting public entity and that the Company is
current and complete with all required filings with the Securities and
Exchange Commission. The most recent filing is the third quarter 10-QSB
report, filed on October 27, 1999.
2. That all of the filings made with the SEC are available to Arlington
through the SEC "EDGAR" system and that the Company has encouraged
Arlington to review the filings prior to making this investment.
3. That Arlington has been advised by ProCare that at the current time there
is no active trading market for the common shares of the Company and that
an active trading market may, or may not, develop in the future.
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4. That the Company's securities trade on the OTC Electronic Bulletin Board
exchange under the trading symbol PCRF.
5. That at the current time ProCare has no business operations, no revenues
and no earnings. It is the intention of management to acquire an operating
business through a "reverse merger" process whereby the "owners" of the
private company would take control of a majority of the voting stock, the
Board of Directors and management of the Company. Under this scenario,
Arlington and the other shareholders of ProCare will be significantly
diluted. Further, that there is no assurance by management that an
acquisition by the Company will occur, and that if one does occur, that the
price of the common stock will appreciate in value.
6. That the number of shares being sold to Arlington represents a significant
portion of the equity of the Company and that the Company will file an 8-K
report with the SEC within 10 days of completing this sale of securities to
Arlington.
7. That the shares will be validly issued, fully paid and non assessable.
8. That the Company currently has 766,715 common shares outstanding. That the
President, Robert Marsik, has Board approval to purchase 125,000 restricted
common shares at the same price being paid by Arlington and that following
these two transactions, (Arlington and Marsik purchases), ProCare will have
1,685,559 common shares issued and outstanding.
If the terms of purchase and the summary of disclosures made to Arlington
Capital are satisfactory, please so signify by signing below.
Sincerely, Dated: 11/30/99
/s/ Robert W. Marsik Agreed to: /s/ Robert DiMinico
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Robert W. Marsik Robert DiMinico
President For: Arlington Capital
