mainbody
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 (Date of earliest event reported): March 10,
2006
KORE
HOLDINGS, INC.
(Exact
name of registrant as specified in its in its charter)
Nevada
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000-28555
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86-0960464
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8905
Fairview Road, Ste 600, Silver Spring, MD
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20910
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(Address
of principal executive offices)
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(Zip
Code)
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Issuer’s
telephone number including Area Code
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(301)
587-1100
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41667
Yosemite Pines Drive
Oakhurst,
CA 93644
(Former
name of 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:
[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into Material Definitive Agreement.
Not
Applicable.
Item
1.02 Termination of a Material Definitive Agreement.
Not
Applicable.
Item
1.l03 Bankruptcy or Receivership.
Not
Applicable.
Section
2 - Financial Information
2.01
Completion of Acquisition or Disposition of Assets.
Not
Applicable.
Item
2.02 Results of Operations and Financial Condition.
Not
Applicable.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
Not
Applicable.
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement.
Not
Applicable.
Item
2.05 Costs Associated with Exit or Disposal Activities.
Not
Applicable.
Item
2.06 Material Impairments.
Not
Applicable.
Section
3 - Securities and Trading Markets
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Not
Applicable.
Item
3.02 Unregistered Sales of Equity Securities.
Not
Applicable.
Item
3.03 Material Modification to Rights of Security Holders.
Not
Applicable.
Section
4 - Matters Related to Accountants and Financial
Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
Not
Applicable.
Item
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review.
Not
Applicable.
Section
5 - Corporate Governance and Management
Not
Applicable.
Item
5.01 Changes in Control of Registrant.
Not
Applicable.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
March
10, 2006, the Company’s President, Chief Executive Officer and Chairman of the
Board of Directors, Denis C. Tesklenis, died in an automobile accident near
the
Company’s former executive offices in Oakhurst California.
On
March
23, 2006, an existing director of the Company, Robert F. Rood was unanimously
elected President, Chief Executive Officer, Chairman of the Board of Directors
and Secretary of the Company at a special meeting of the Board of
Directors.
On
March
23, 2006, the Board of Directors of the Company unanimously elected Robert
Scott, age 56, as a replacement director for Mr. Tseklenis. Mr. Scott has a
Bachelor of Arts Degree from Marist College in Liberal Arts and a Master’s
degree in American Literature from St. John’s University. From 1998 to the
present Mr. Scott has worked as an independent contractor in international
distribution and logistics in the distribution of goods and services in the
United States and throughout the world.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Not
Applicable.
Item
5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit
Plans.
Not
Applicable.
Item
5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
Not
Applicable.
Section
6 -Asset-Backed Securities
Item
6.01 ABS Informational and Computational Material.
Not
Applicable.
Item
6.02 Change of Servicer or Trustee.
Not
Applicable.
Item
6.03 Change in Credit Enhancement or Other External
Support.
Not
Applicable.
Item
6.04 Failure to Make a Required Distribution.
Not
Applicable.
Item
6.05 Securities Act Updating Disclosure.
Not
Applicable.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
Not
Applicable.
Section
8 - Other Events
The
Company has moved its executive offices to8905 Fairview Road, Ste 600, Silver
Spring, MD 20910 and has changed its telephone number to 301.565.9050, Fax
No.
310.565.4596.
Item
8.01 Other Events.
Not
Applicable.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
None
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.
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REGISTRANT:
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Date:
March 27, 2006
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KORE
HOLDINGS, INC.
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By: /s/
Robert F.
Rood
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Robert F. Rood, President
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and Chief Executive Officer
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