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): May 11, 2005
TS ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
0-29523 73-1564807
(Commission File Number) (I.R.S. Employer Identification Number)
12890 Hilltop Road
Argyle, Texas 76226
(Address of principal executive offices) (Zip Code)
(972) 233-0300
(Registrant's telephone number, including area code)
111 Hilltop Lane, Pottsboro, Texas 75076
(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 240.13e-4(c))
Section 3 - Securities and Trading Markets
Item 3.02 - Unregistered Sale of Equity Securities
On May 11, 2005, TS Electronics, Inc. (the "Registrant") sold to Halter
Financial Group, Inc. in a private placement 1,875,045 shares of restricted
common stock at a purchase price of $0.1066641 per share, pursuant to the terms
of that certain Stock Purchase Agreement (the "Purchase Agreement") executed by
the parties on May 11, 2005. The private placement was exempt from the
registration requirements of the Securities Act of 1933, as amended, in reliance
upon Section 4(2) thereunder. As a result of the purchase, Halter Financial
Group, Inc. became the Registrant's controlling shareholder, owning
approximately 75% of the Registrant's issued and outstanding shares of common
stock. Halter Financial Group, Inc. used "working capital" to purchase the
stock. As used herein, the term "working capital" includes income from the
business operations of the entity plus sums borrowed from, among other sources,
banks and brokerage firm margin accounts, to operate such business in general.
Before the execution of the Purchase Agreement, Gene F. Boyd, Betty S. Boyd and
Keith P. Boyd represented the controlling shareholders of the Registrant's
common stock.
Immediately subsequent to and as a result of the closing of the
transactions contemplated by the Purchase Agreement, Gene F. Boyd, Keith P.
Boyd, Fredrick W. Parker and Leo G. Templer resigned as officers and directors,
as applicable, of the Registrant. Timothy P. Halter was appointed as a member of
the Board of Directors, and Mr. Halter was elected as President, Chief
Accounting Officer, and Secretary of the Registrant. .
Section 5 - Corporate Governance and Management
Item 5.01 - Changes in Control of Registrant
The contents of Item 3.02 above are incorporated by reference.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
The contents of Item 3.02 above are incorporated by reference.
During the past five years, Mr. Halter has been the sole officer and
director of Halter Financial Group, Inc., a financial consulting firm. Mr.
Halter is the sole officer and director of the following reporting companies:
Donar Enterprises, Inc.
There are no family relationships among the Registrant's directors or
executive officers.
Section 9 - Financial Statements and Exhibits
Item 9.01 - Financial Statements and Exhibits
Exhibit No. Description
10.1 Stock Purchase Agreement dated May 11, 2005 by and between TS
Electronics, Inc. and Halter Financial Group, Inc.
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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.
TS ELECTRONICS, INC.
By: /s/ Timothy P. Halter
----------------------
Timothy P. Halter
President
Date: May 11, 2005