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: January 10, 2001
TSRG Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
33-24108D 87-045382
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(Commission File Number) (IRS Employer Identification Number)
Rick Bailey, President
500 East Cheyenne Avenue
North Las Vegas, Nevada 89030
(Address of principal executive offices)
(702) 399-4328
(Registrant's telephone number, including area code)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On January 10, 2001 the Corporation closed on the acquisition pursuant
to the Acquisition Agreement dated October 12, 2000 as previously
reported in a 8-K filed on October 17, 2000. Pursuant to this agreement
we acquired from Gateway Distributors, Ltd. the bulk of Gateway's
assets and its operating business "The Right Solution" in exchange for
13,448,660 (post-reverse) shares of the Corporation's common stock. The
Corporation became, as a result of this transaction, a more than 80%
owned subsidiary of Gateway Distributors, Ltd.
The Right Solution is a network marketing company that sells
nutritional, health and dietary supplements and products throughout
North America and Japan. TRSG acquired all of the business and existing
networking distribution operations of The Right Solution.
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ITEM 5: OTHER EVENTS
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The Corporation has entered into an Advisory Agreement with David
Michael LLC. The Sole Member of David Michael is David Wolfson, a
Director of the Corporation, the contract has been approved by the
majority shareholder of the Corporation and the other Directors. The
Agreement provides that in exchange for acting as financial advisor,
assisting in the preparation of documentation, offering circulars,
investor relations and providing assistance in finding additional
sources of financing an Advisory Fee in the sum of $650,000 will be
paid to David Michael LLC. The term of the Agreement is for a period of
twelve months. Payment of the Advisory Fee is to be secured by delivery
of 11,448,660 shares of the Corporation's common stock issued to
Gateway Distributors Ltd. to be held by David Michael until payment of
the fee is made in full.
An existing Consulting Agreement between the Corporation and Hudson
Consulting Group, Inc. was modified through an Addendum signed by both
parties on January 9, 2001. The Addendum provided that the Corporation
will make a cash payment of $350,000 and deliver 500,000 shares of its
common stock to Hudson as part of the acquisition of a controlling
interest in the Corporation by Gateway Distributors, Ltd. Hudson has
agreed to delay payment under the agreement until the $112,000 bridge
loan for product has been repaid. Future services of Hudson are to be
provided at a rate of $240 per hour, $200 of such charges may be paid
with the Corporation's common stock, valued at one half of the average
bid price for the shares over the last five trading days of each month,
with the balance of $40 per hourly charge to be paid in cash. Payment
of the $350,000 is to be secured by 2,000,000 shares of the common
stock of the Corporation and in the event that the money is not paid
within 90 days of January 9, 2001 an additional 5,000,000 shares of
common stock are to be issued and delivered to Hudson. Hudson was
instrumental in completing the process of the Corporation's acquisition
by Gateway Distributors Ltd. and in the preparation of disclosure and
contractual documents related to the Corporations operations.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Financial statements required by Item 7(a)(1) will be filed by
amendment to this filing within sixty days of the date of closing.
10.1 Advisory and Consulting Agreement with David Michael LLC, dated
January 10, 2001.
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10.2 Addendum to Consulting Agreement, amending original agreement
dated October 6, 2000, signed January 9, 2001.
Pursuant to the requirement 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: January 12, 2001
TRSG Corporation,
A Delaware Corporation
By: /s/ Rick Bailey
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Name: Rick Bailey
Title: President
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