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): September 11, 2002
YSEEK, INC.
(Exact name of registrant as specified in its charter)
Florida 000-25097 65-078-3722
(State or other jurisdiction (Commission (IRS Employer
incorporation) File Number) Identification No.)
7732 N. Mobley Road, Odessa, FL 33556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(813) 926-3298
(Former name or former address, if changed since last report.)
412 E. Madison, Suite 1000, Tampa, Florida 33602
Item 1: Changes in Control of Registrant and Item 6: Resignations of
Registrant's Directors.
Item l. On September 10, 2002, Registrant executed a convertible promissory note
in the amount of $53,439.05 to 2D&H, Inc., a corporation controlled by David G.
Marshlack and Charles Bruce Hammil, and paid $80,000 to David G. Marshlack, Dan
Marshlack, the father of David G. Marshlack, and Charles Bruce Hammil, in
repayment in full for loans made to the Registrant. The promissory note bears
interest at the rate of 6.5% per annum and is repayable on or before November
10, 2002. The promissory note is convertible at the option of the holder prior
to payment at a conversion ratio of $.015 per share or at a price equal to the
average of the closing offer price of the five trading days prior to holder's
delivery of notification of conversion. The promissory note is guaranteed by
Rachel L. Steele and David Weintraub. Repayment of the loans to was financed by
the sale of 5,333,333 restricted common shares in a private placement for a
total consideration of $80,000.00.
In connection with repayment of the loans, NeuTelligent, Inc. and Voice Media,
Inc. each transferred 2,860,000 of Registrant's common shares to Registrant.
Additionally, the parties agreed to terminate the Traffic Promotion Agreements
and the Consulting/Option Agreements previously entered into with NeuTelligent,
Inc. f/k/a CandidHosting.com, Inc. and Voice Media, Inc.
On September 10, 2002, the Board of Directors elected the following persons to
serve on the Board of Directors until the next Annual Meeting of Shareholders:
David Weintraub, Glen Ostroski, Rachel Steele, and Tanya Ostroski.
On September 10, 2002, the following persons were elected to hold the following
offices: David Weintraub, Chief Executive Officer; Glen Ostroski, President;
Rachel Steele, Vice President; and Tanya Ostroski, Treasurer. On September 11,
2002, the following directors resigned: Mark R. Dolan, David G. Marshlack,
Charles Bruce Hammil, Paul Runyon, Ronald M. Levi.
Item 6. On September 11, 2002, the following directors resigned: Mark R. Dolan,
David G. Marshlack, Charles Bruce Hammil, Paul Runyon, Ronald M. Levi.
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 thereunto duly authorized.
YSEEK, INC.
(Registrant)
Dated: September 16, 2002
______/s/DAVID WEINTRAUB_______
DAVID WEINTRAUB,
Chief Executive Officer
EXHIBITS
(1) Underwriting agreement
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession.
(3)(i) Articles of Incorporation
(ii) Bylaws
(4) Instruments defining the rights of holders, incl. Indentures
(16) Letter on changes in certifying accountant
(17) Letter on director resignator
(20) Other documents or statements to security holders
(23) Consents of experts and counsel
(24) Power of attorney
(27) Financial Data Schedule
(99) Additional Exhibits
99.1 Promissory Note to 2D&H, Inc.
99.2 Guaranty Agreement
99.3 Termination Agreement Reformation Agreement with NeuTelligent, Inc.,
f/k/a CandidHosting.com, Inc.
99.4 Termination Agreement Reformation Agreement with Voice Media, Inc.