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): July 28, 2008
ESPRE
SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
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NEVADA
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000-51577
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68-0576847
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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5700 W. Plano
Parkway, Suite 2600, Plano, Texas 75093
(Address
of Principal Executive Offices)
(214) 254-3708
(Registrant’s
telephone number, including area code)
(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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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On July
28, 2008, the Company’s Board of Directors amended the provisions of the
Company’s Series B Preferred Stock, none of which was then issued or
outstanding, and sent to the Nevada Secretary of State for filing an Amended and
Restated Certificate of Designation for its Series B Preferred Stock (the
“Certificate of Designation”) amending the rights, preferences, privileges,
qualifications, restrictions, and limitations relating to the Series B Preferred
Stock.
Under the
terms of the Series B Preferred Stock as amended, the holders of shares of that
stock shall be entitled to participate pari passu with holders Common Stock on a
share-for-share basis in any dividends declared and paid by the Company and in
the proceeds distributable on liquidation, dissolution, or winding up of the
Company. Holders of Series B Preferred Stock shall be entitled to fifty (50)
votes for each share of Series B Preferred Stock held by them with respect to
any and all matters presented to the stockholders of the Company. Holders of
Series B Preferred Stock shall have the right to convert each share of Series B
Preferred Stock into one share of Common Stock. In the event that the Company’s
shareholders approve an increase in the authorized shares of Common Stock from
500,000,000 shares to 600,000,000 shares no later than ninety days after the
Amended Certificate of Designation is filed in Nevada, then each outstanding
share of Series B Preferred Stock shall automatically be converted into one
share of Common Stock. The terms of the Series B Preferred Stock are more fully
described in the Amended and Restated Certificate of Designation establishing
the rights, preferences, privileges, qualifications, restrictions and
limitations relating to the Series B Preferred Stock.
The
Company plans to issue an aggregate of 5,000,000 Series B Preferred Stock to the
Chief Executive Officer and the President (the “Officers”) in August 2008 in
consideration of the cancellation of 5,000,000 shares of Common Stock held by
them.
A copy of
the Amended and Restated Certificate of Designation is included as Exhibit 3.15
to this Current Report on Form 8-K and is incorporated by reference
herein.
Item
9.01. Financial Statements and Exhibits
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Exhibit
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Description
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Amended
and Restated Certificate of Designation of Series B Preferred Stock
approved July 28, 2008.
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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.
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ESPRE
SOLUTIONS, INC.
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Dated:
July 28, 2008
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By:
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/s/ Peter Leighton
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Peter
Leighton, President
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