Delaware
|
02-28606
|
22-3387630
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
109
North Post Oak Lane, Suite 422, Houston,
Texas
|
77024
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant's
telephone number, including area code:
|
(713)
621-2737
|
[ ] |
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 13c-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
|
Exhibit
|
Description
|
Location
|
|
10.1
|
Stock
Purchase Agreement, dated February 3, 2006 by and between the Company
and
Cornell Capital
|
Provided
herewith
|
|
10.2
|
Assumption
Agreement, dated February 7, 2006 by and between Lehigh and Cornell
Capital
|
Provided
herewith
|
|
99.1
|
Press
release, dated February 9, 2006
|
Provided
herewith
|
Date: February
14 2006
|
EMERGE
CAPITAL CORP.
|
By: /s/
Timothy J. Connolly
|
|
Name: Timothy
J. Connolly
|
|
Its:
Chief Executive Officer and Director
|
|