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): October 7, 2004
MARKETSHARE RECOVERY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-15807 31-1190725
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
95 Broadhollow Road, Suite 101
Melville, NY 11747
(Address of Principal Executive Offices)
(631) 385-0007
(Registrant's telephone number, including area code)
N/A
(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 240.24d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.23e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On October 7, 2004, the Registrant entered into an Asset Purchase
Agreement with Palomar Enterprises, Inc. (the "Agreement"). Pursuant to the
Agreement, the Registrant agreed to purchase certain assets, including certain
automotive notes and contracts, a business plan and model for an automotive
financial services company and a data base of potential customers and $150,000
in cash from Palomar in exchange for 646,117 shares of the Registrant's Common
Stock and 1,000,000 shares of the Registrant's Series A Preferred Stock. Each
share of Series A Preferred Stock will convert into 65 shares of the
Registrant's Common Stock.
Concurrently with the execution of the aforementioned Agreement, the
Registrant's officers and directors have agreed to sell to Palomar twenty-nine
million (29,000,000) shares of the Registrant's Common Stock for $150,000. In
the event the transactions discussed above are consummated, Palomar Enterprises
and its affiliates will own approximately 85% of the issued and outstanding
shares of the Registrant's Common Stock.
Item 5.01 Change in Control of Registrant
As discussed in Item 1.01 above, in the event the transactions discussed
above are consummated, Palomar Enterprises, Inc. will obtain approximately 85%
of the Registrant's issued and outstanding shares and as a result will be in
control of the Registrant.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Asset Purchase Agreement dated October 7, 2004 between the
Registrant and Palomar Enterprises, Inc.
99.2 Capital Stock Purchase Agreement dated October 7, 2004 between the
Selling Shareholders and Palomar Enterprises, 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.
MARKETSHARE RECOVERY, INC.
By: /s/ Raymond Barton
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Raymond Barton, President
Date: October 13, 2004
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