form8k.htm
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): January 30,
2009
ESPRE
SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA
|
000-51577
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68-0576847
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(State
or other jurisdiction
|
(Commission
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(IRS
Employer
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Of
incorporation)
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File
Number)
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Identification
Number)
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5700
W. Plano Parkway, Suite 2600, Plano, Texas 75093
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(Address
of Principal Executive Offices)
|
|
(214)
254-3708
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(Registrant’s
telephone number, including area code)
|
|
None
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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 obligations of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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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o
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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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Item
1.03
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Bankruptcy
or Receivership
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On
January 30, 2009, Espre Solutions, Inc., a Nevada corporation (the “Company”),
filed a voluntary petition for relief under Chapter 11 (“Chapter 11”)
of Title 11 of the United States Code (the “Bankruptcy Code”) with
the United States Bankruptcy Court for the Eastern District of Texas, Sherman
Division (the “Bankruptcy Court”), Case # 09-30572-HDH-11. The
Company is in the process of preparing a proposed plan of
liquidation/reorganization (the “Plan”) to be filed with the Bankruptcy Court.
Any such Plan will call for the sale or other disposition of the Company’s
assets or a sale of newly issued stock and the distribution of all the net
proceeds from such disposition to the Company’s creditors according to the
priorities set forth in the Plan and as may be required by the Bankruptcy Code.
The existing officers and directors of the Company will continue to oversee
operation of the Company’s business as a debtor in possession, pursuant to
sections 1107 and 1108 of the Bankruptcy Code, and subject to the requirements
of the Bankruptcy Code, which include court approval of matters outside the
ordinary course of business.
The
Company believes that the equity of the Company has, and will continue to have,
no value because of a default called by the Company’s principal secured lender,
Dalcor, Inc. and that any Chapter 11 plan confirmed by the Bankruptcy
Court will result in the elimination of the equity interests of all of the
Company’s stockholders (though their rights to distribution of any funds which
may remain will
not be affected). The Company anticipates that it will take
approximately three to four months to complete its liquidation process; however,
any and all Chapter 11 plans that may be proposed will be subject to
obtaining all necessary approvals, including but not limited to creditor votes
and judicial determinations of confirmability. There can be no assurance,
therefore, as to how long it may take to complete the Company’s
liquidation/re-organization process and whether there will be any distributions
available to shareholders of the Debtor.
On
February 2, 2009, the Company issued a press release announcing it will seek to
re-organize its’ business under the protection of Chapter 11 bankruptcy laws and
that that the Company had been served two lawsuits. Texas CFM Capital
filed a lawsuit against ESPRE Solutions on January 27, 2009 alleging breach of a
contract with CFM Capital Limited for unpaid compensation in the amount of
$225,000 plus other expenses. According to the records of ESPRE, CFM
Capital Limited is beneficially owned by Peter Leighton, former president of
ESPRE Solutions. CFM Capital Limited assigned its’ rights under the
contract to Texas CFM Capital. ESPRE has refused payment demands from CFM
Capital and will defend its’ position that no fees are due. In
addition, Media Distribution Solutions, LLC (MDS) filed suit against ESPRE on
January 30, 2009 alleging breach of contract seeking payment amounts in excess
of $2 million. ESPRE had previously been in negotiations with MDS to
terminate the contract, but discussions ended when ESPRE refused assignment of
sub-licensing contracts MDS had sold to Vizeo Solutions, a company owned by
Peter Leighton, and, All Link Live, Inc., a company planning services in the
live video adult entertainment industry. ESPRE does not believe a breach has
occurred in either contract and will dispute the claims. Notice of these
lawsuits has triggered additional defaults under the terms of the Dalcor note
agreement.
The
information under the caption, “Item 8.01 – Other Events,” including information
in any related exhibits, is being furnished to the Securities and Exchange
Commission and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section. This information shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item
9.01
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Financial
Statements and Exhibits
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Exhibit No.
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Description
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Press
Release issued by Espre Solutions, Inc., on February 2,
2009.
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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.
Dated:
February 2, 2009
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/s/ William Hopke
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William
Hopke, President
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