AFFILIATED RESOURCES CORP
8-K, 2000-09-28
BLANK CHECKS
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                                  UNITED STATES
                       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):   September 28, 2000
                                                         ------------------

                        Affiliated Resources Corporation

             (Exact name of registrant as specified in its charter)

                                    Colorado

                 (State or other jurisdiction of incorporation)

                    0-31175                        84-1045715
                    -------                    -----------------
         (Commission File Number)     (IRS Employer Identification No.)


          3050 Post Oak Boulevard, Suite 1080, Houston, Texas  77056
          ----------------------------------------------------------
             (Address of principal executive offices)     (Zip Code)

                                 (713) 355-8940
                                 --------------
               Registrant's telephone number, including area code:



                   (Former name, address and telephone number)


<PAGE>

ITEM  1.     CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

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

     On  or  about  September  11,  2000,  Affiliated  Resources  Corporation
([email protected])  entered  into  a  letter  of  intent  (the  [email protected])  with Modular
Processing  Technologies,  Inc.  ([email protected])  for  the acquisition of Modular by
Affiliated.  The  acquisition  is  subject to the negotiation and execution of a
definitive  purchase  agreement  and  appropriate related documentation in forms
satisfactory  to  Affiliated  and  Modular,  their counsel, and their respective
Boards  of  Directors.

     Under  the  general  terms  of  the  LOI,  Affiliated  will acquire 100% of
Modular,  which  will  become  a  wholly  owned  subsidiary  of  Affiliated.  As
consideration  for  the  acquisition,  Affiliated  will  issue  to  the  Modular
shareholders a total of 10,000,000 shares of Affiliated Preferred Stock, bearing
the  rights,  privileges, and preferences as more fully set forth in the LOI and
the  definitive  purchase  agreement.  In  addition, Affiliated has committed to
provide  certain  levels  of funding to Modular for working capital purposes.  A
consultant  in  the  transaction  will  be issued 4,500,000 shares of Affiliated
common  stock.

     In  addition,  under  the  general terms of the LOI, Modular=s shareholders
will  be entitled to appoint three members to the Affiliated Board of Directors,
which  will then consist of five total members, and John E. Hollingshead will be
appointed  as  President  and CEO of both Modular and Affiliated.  Peter Vanucci
will  remain  as  the  Chairman  of  Affiliated.

     Upon  execution  of  a  definitive  purchase  agreement,  the  Company will
undertake  to  file  a Form 8-K which more fully describes in Item 2 thereof the
terms  of  the  acquisition.  Required  financial statements will also be timely
provided  in  accordance  with  the  Securities  Exchange  Act  of  1934.

ITEM  6.     RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

            Not  applicable.


<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.     CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

10.1     Letter  of  Intent  dated  September 11, 2000 by and between Affiliated
Resources  Corporation  and  Modular  Processing  Technologies,  Inc.



                             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.


Dated:  September  28,  2000                 AFFILIATED RESOURCES  CORPORATION


                                             /s/  Peter  Vanucci


                                             Peter  Vanucci,  Chairman and CEO







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