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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: DECEMBER 28, 2000
TEAM MUCHO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Ohio 0-21533 31-1209872
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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110 E. Wilson Bridge Road
Worthington, Ohio 43085
(614) 848-3995
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 16, 2000, TEAM Mucho, Inc. (formerly known as TEAM America
Corporation), an Ohio corporation (the "Company"), entered into an Agreement and
Plan of Merger (the "Agreement"), by and among the Company, TEAM Merger
Corporation, a Nevada corporation and wholly owned subsidiary of the Company
("Merger Sub") and Mucho.com, Inc., a Nevada corporation ("Mucho"), pursuant to
which Merger Sub would be merged with and into Mucho, and Mucho would become a
wholly owned subsidiary of the Company (the "Merger").
Under the terms of the Agreement, the Company agreed to acquire all of
the stock of Mucho in exchange for common stock of the Company (the "Common
Stock"). The Merger was completed on December 28, 2000. Pursuant to the terms of
the Agreement, 5,925,925 shares of Common Stock were issued, of which 2,222,222
shares were placed in escrow.
The Company's Board of Directors approved the issuance of the 5,925,925
shares pursuant to the Agreement and Plan of Merger on June 16, 2000. The
Company's shareholders approved the Merger and the issuance of the 5,925,925
shares on December 28, 2000.
The transaction was accomplished through arms-length negotiations
between the Company's management and the management of Mucho.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The financial statements of Mucho, as audited by their
independent auditors for the periods reflected therein are found on the
Company's Form S-4/A No. 4, dated as of November 27, 2000, and filed
with the Securities and Exchange Commission on November 27, 2000, and
incorporated herein by reference.
(b) PRO FORMA FINANCIAL INFORMATION.
The financial statements required by this item will be filed
within 75 days of the date of this initial Report on Form 8-K.
(c) EXHIBITS.
Exhibit No. Description
2(a) Agreement and Plan of Merger (the
"Agreement"), by and between the Company,
Merger Sub and Mucho. (Reference is made to
Appendix A to the Registration Statement on
Form S-4/A No. 4, as amended (Registration
No. 333-43630), filed with the Securities
and Exchange Commission on November 27,
2000, and incorporated herein by reference).
23 Consent of Stonefield Josephson, Inc.
99 Press release, dated December 29, 2000,
entitled "TEAM America Announces Closing of
Merger with Mucho.com" (Reference is made to
Form 8-K, filed with the Securities and
Exchange Commission on December 29, 2000,
and incorporated herein by reference).
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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.
TEAM MUCHO, INC.
Date: January 12, 2001 By: /s/ Jose Blanco
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Jose Blanco, Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2(a) Agreement and Plan of Merger (the "Agreement"), by and between
the Company, Merger Sub and Mucho. (Reference is made to Appendix
A to the Registration Statement on Form S-4/A No. 4, as amended
(Registration No. 333-43630), filed with the Securities and
Exchange Commission on November 27, 2000, and incorporated herein
by reference).
23 Consent of Stonefield Josephson, Inc.
99 Press release, dated December 29, 2000, entitled "TEAM America
Announces Closing of Merger with Mucho.com" (Reference is made to
Form 8-K, filed with the Securities and Exchange Commission on
December 29, 2000, and incorporated herein by reference).
