UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 31, 2005
News Communications, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-18299 13-3346991
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2 Park Avenue, Suite 1405, New York, NY 10016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 689-2500
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13a-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 2.03 is hereby incorporated
by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On January 31, 2005, News Communications, Inc. (the "Company")
executed and delivered a Convertible Promissory Note (the "Note") to Rosalind
Davidowitz. ("RD") in the principal amount of $126,000, in connection with RD
lending the Company $126,000 (the "Loan"). The Note is due on July 20, 2006 (the
"Due Date") and the unpaid principal balance of the Loan shall accrue interest
at the rate of 8% per annum. In the event that the Loan is not paid in full on
or prior to the Due Date, the unpaid balance shall accrue interest at the
maximum legally permitted interest rate until the Loan is paid in full.
Prior to the Company's payment in full of the interest and principal
on the Note, the principal amount of the Loan and accrued but unpaid interest
thereon is convertible into shares of common stock of the Company at a price
equal to $0.70 per share, subject to customary anti-dilution adjustments.
The holder of the Note may declare the unpaid balance of the Loan
immediately due and payable upon the occurrence of customary defaults which
include payment default, covenant default, bankruptcy type defaults, judgments
and default by the Company under any other indebtedness or obligation.
ITEM 9.01 Financial Statements and Exhibits.
(c) Exhibits
10.1* Convertible Promissory Note, dated January 31, 2005.
* Filed herewith.
Signature
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.
NEWS COMMUNICATIONS, INC.
Dated: February 2, 2005
By: /s/ James A. Finkelstein
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Name: James A. Finkelstein
Title: President and Chief Executive Officer