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 24, 1996
CARE CONCEPTS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20958
85-0519152
(State or Other Juris- (Commission File
No.) (IRS Employer
diction of Incorporation)
Identification No.)
3145 West Lewis, Phoenix, Arizona
85009
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(602) 274-1432
N/A
(Former Name or Former Address, if Changed Since
Last Report)<PAGE>
ITEM 5. Other Events.
On December 29, 1995, Care Concepts, Inc. (the
"Company") executed an Agreement and Plan of Merger
(the "Agreement") by and between the Company and
Commonwealth Snack Company, Inc.
("Commonwealth"), pursuant to which, subject to certain
conditions, the Company agreed to merge with
Commonwealth through a stock-for-stock exchange with
the shareholders of Commonwealth.
The Company has been advised that on September
24, 1996, Commonwealth filed a petition for Chapter 11
voluntary reorganization with the United States
Bankruptcy Court, District of Delaware. Although the
Agreement has not been formally terminated by either
party, it is not expected that the proposed merger will be
consummated. Representatives of the Company are
currently seeking other candidates for potential merger
negotiations.
On October 10, 1995, the Company and Care
Concepts, Inc., a Nevada corporation ("Care Nevada"),
executed an Agreement for Purchase of Assets and
Assumption of Liabilities (the "Sale Agreement"), which
upon becoming effective would have provided for the sale
by the Company, upon approval of the Company's
shareholders, of substantially all of its assets in exchange
for Care Nevada's assumption of substantially all of its
liabilities. The Sale Agreement, while executed by the
parties, was not delivered but was held in escrow pending
the occurrence of certain conditions precedent to its
effectiveness.
The Company also entered into an Operating
Agreement between the Company and Care Nevada to
provide for carrying on the operations of the Company by
Care Nevada pending the completion of the proposed
merger with Commonwealth and approval of the Sale
Agreement by the shareholders of the Company.
By letter dated September 25, 1996, Care Nevada
advised the Company that it was terminating the Sale
Agreement. On October 7, 1996, Care Nevada instructed
the Escrow Agent to return to Care Nevada the executed
but undelivered Sale Agreement.
Effective as of March 27, 1996, Brian J. Kelley
resigned as Executive Vice President and a member of the
Board of Directors of the Company ("Board"). In
addition, on July 31, 1996, Mr. Kelley tendered his
resignation as statutory agent for the Company. Further,
Barry Plost resigned as a member of the Board on July
26, 1996. Successors for Messrs. Kelley and Plost have
not yet been named by the Company. The Company's
management currently consists of Derold L. Kelley,
Secretary. The remaining members of the Board are Jack
D. Kelley and Derold L. Kelley. The term of office of
the prior President of the Company, H. John Altorfer,
expired in January of 1996. It is expected that the
Company will seek to fill the presidency in the near
future.
The Company also intends to find new auditors to
complete the audit of the Company with respect to the
year ended December 31, 1995, and accordingly file the
Company's Annual Report on Form 10-KSB together with
subsequent Form 10-QSB's.
The Company currently has no cash assets and
there can be no assurance that any future funds will be
raised by the Company. Accordingly, there can be no
assurance that the Company will be able to accomplish
any of the objectives set forth above or any of its other
business objectives.
<PAGE>
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.
CARE
CONCEPTS, INC.
By: /s/
Derold L. Kelley
Derold L. Kelley
Secretary
Date: October 21, 1996
