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): February 25,
2009
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
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(Address
of Principal Executive Offices)
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last
report)
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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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£
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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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Item 7.01 Regulation FD
Disclosure.
As previously disclosed in the Current
Report on Form 8-K filed on January 30, 2009 by Espre Solutions, Inc. (the “Company”) with the Securities and Exchange
Commission, on January 30,
2009, the Company filed a
voluntary petition (the “Petition”) for reorganization under
Chapter 11 of the United States Bankruptcy Code (the “Code”) in the United States Bankruptcy Court
for the Northern District of Texas, Dallas Division (the “Court”), in the proceeding titled In re:
Espre Solutions, Inc., Case #
09-30572-HDH-11.
On February 19, 2009, the Company filed Schedules A-H (the “Schedules”) and Statement of Financial Affairs (the
“SOFA”) (collectively, the “Bankruptcy
Materials”) with the Court.
The Bankruptcy Materials contain unaudited summary financial information
relating to the Company’s assets and liabilities in the form required under the
Code and the rules and regulations thereunder as of January 30, 2009. The Bankruptcy Materials are available
to the public via the Court’s Case Management/Electronic Case Filing system
at https://ecf.txnb.uscourts.gov
(NOTE – you must be CM/ECF registered user to access same) and in paper format
at the following address:
Bankruptcy Clerk’s Office, Earle Cabell Building, U.S. Courthouse 1100
Commerce Street - Room 1254 Dallas, TX 75242-1496 (telephone number: 800-442-6850 – ext. 2600 [automated help desk])
Additionally, the Bankruptcy Clerk’s Office maintains a Voice Case Information
System which may be accessed by calling 800-886-9008. Copies of the Bankruptcy
Materials are filed as
Exhibits 99.1 and 99.2, respectively, to this Current Report on Form
8-K.
The Bankruptcy Materials contain
financial information that has not been audited or reviewed by independent
registered accountants and is not presented in accordance with generally
accepted accounting principles. The information contained in the Bankruptcy
Materials has been prepared in accordance with the Code and the rules and
regulations thereunder and was not prepared for the purpose of providing a basis
for an investment decision relating to any securities of the Company. The
Bankruptcy Materials also contain information for periods which are shorter or
otherwise different from those required by the periodic reporting requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and
regulations thereunder, and such information may not be indicative of the
Company’s financial condition or operating results for the period that would be
reflected in its financial statements or in its reports pursuant to the Exchange
Act or the rules and regulations thereunder. Results set forth in the Bankruptcy
Materials should not be viewed as indicative of future results. There can be no
assurance that the Bankruptcy Materials are complete. The Company may amend,
supplement or otherwise change the information contained in the Bankruptcy
Materials at a future date.
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 confirm ability. 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.
Item
9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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Statement
of Financial Affairs filed with United States Bankruptcy Court on February
19, 2009.
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Standardized
Bankruptcy Schedules A – H, filed with United States Bankruptcy Court on
February 19, 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.
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Dated:
February 25, 2009
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/s/ William Hopke
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William
Hopke, President
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