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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
COMMERCIAL LABOR MANAGEMENT, INC.
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(Exact name of registrant as specified in its charter)
Date of Report: October 30, 1998
Nevada 33-26531-LA 88-241079
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NEW ADDRESS
137 N. Larchmont, #507, Los Angeles, CA 90004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (323) 933-0565
208 Mira Mar Avenue, Suite One
Long Beach, California 90703
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(Former name or former address if changed since last report)
Total number of pages in this document: 25
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TABLE OF CONTENTS
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT . . . . . . . . . . . . . . . . . . . .-3-
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS . . . . . . . . . . . . . . . . . .-3-
ITEM 3. BANKRUPTCY OR RECEIVERSHIP . . . . . . . . . . . . . . . . . . . . . . .-3-
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. . . . . . . . . . . . . .-3-
ITEM 5. OTHER EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-4-
ITEM 6 RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS. . . . . . . .-4-
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . . . . . . . . . . . .-4-
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-5-
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
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As reported in the Company's Report on Form 8-K, dated August 11,
1998, Registrant entered into a Share Exchange Agreement (the
"Agreement"), dated August 7, 1998, with CNG Communications, Inc.
("CNG") and the shareholder of CNG pursuant to which the Registrant
agreed to acquire 100% of the outstanding stock of CNG. On the
planned closing date of the acquisition, CNG and the shareholder of
CNG did not communicate with the representatives of the Registrant.
The Registrant had no prior indication from CNG or the shareholder
of CNG that their authorized representatives would not be attending
the closing. After several attempts to communicate with CNG and the
CNG shareholder, and after being made aware of the recent filing of
a Form 8-K by Westower Corporation ("Westower") disclosing that
Westower had entered with an agreement to purchase CNG, the
Registrant has determined that CNG and the CNG shareholder have
breached their Agreement with the Registrant. Accordingly, the
Registrant does not believe that it will be able to proceed with
the acquisition of CNG as provided in the Agreement. Registrant has
retained a law firm in Los Angeles, California to file a lawsuit
against CNG, the CNG shareholder, and possibly Westower, for
breach of contract and other claims to be determined. Registrant
and the law firm have not yet determined the amount of damages
suffered by Registrant as a result of the alleged breach of the
Agreement by CNG and the CNG shareholder, nor whether Westower may
have tortiously interfered with Registrant's agreement and business
relationship with CNG and the CNG shareholder. There is no
assurance that Registrant will prevail in the lawsuit or collect
any damages from the defendants.
Registrant is continuing to seek other potential candidates for a
business combination. there is no assurance that the Registrant
will be able to find a suitable business to acquire.
After the planned closing of the Agreement did not occur,
Registrant issued 2.1 million shares of its Common Stock to each of
Edward Torres, the President of the Company, and Mark J.
Richardson, a principal shareholder of the Company, to hold for
potential conveyance to the owner or owners of a new business (not
yet identified) with which the Company may enter into a business
combination in the future (or cancellation depending on how the
business combination is structured). Those shares equal the same
number of share which would have been issued to the CNG shareholder
if the Agreement had closed, and reflect an intent to be prepared
for the next potential transaction. Accordingly, as of the date of
this Report, there are a total of 4,565,340 shares of the
Registrant's Common Stock issued and outstanding, 2,220,400 of
which are beneficially owned by Mark J. Richardson and 2,200,900 of
which are beneficially owned by Edward L. Torres.
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
Mark French has resigned as a director of the Registrant to pursue
other business interests. Registrant has not yet filled the vacancy
on the Board of Directors created by the resignation of Mr. French,
and may not until a business combination is accomplished.
Accordingly, Edward L. Torres is the sole director of the
Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS & EXHIBITS
*a. Financial Statements
None.
b. Exhibits
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: October 30, 1998 COMMERCIAL LABOR MANAGEMENT, INC.
By: /s/ Edward L. Torres
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Edward L. Torres,
President
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