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 1, 2002
DAKOTA IMAGING, INC.
(Exact name of registrant as specified in charter)
North Dakota 45-0420093
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4483 West Reno Avenue
Las Vegas, Nevada 89118
(Address of Principal Executive Office) (Zip Code)
(702) 221-8070
(Registrant's Executive Office Telephone Number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Effective February 8, 2002 the Registrant completed a reverse triangular
merger between Dakota Subsidiary Corp. ("DSC"), a wholly owned subsidiary of
the Registrant, and Voyager Ventures, Inc., a Nevada corporation ("Voyager"),
whereby the Registrant issued 3,660,000 shares of its Series A preferred
stock in exchange for 100% of Voyager's outstanding common stock. Pursuant
to the terms of the merger, Voyager merged with DSC wherein DSC ceased to
exist and Voyager became a wholly owned subsidiary of the Registrant.
The Series A preferred stock carries the following rights and preferences:
* 10 to 1 voting rights per share;
* Each share has 10 for 1 conversion rights to shares of common stock
(every 1 share of Series A preferred stock has the right to convert into 10
shares of common stock)
* No redemption rights
* No face value
Concurrent with the closing of the Merger, 1,860,000 shares of the Series A
preferred stock was immediately converted into 18,860,000 shares of common
stock.
Pursuant to current North Dakota law the Registrant did not need the approval
of its shareholders to consummate the Merger.
Further, pursuant to the terms of the Merger Agreement, the board of
directors of the Registrant, consisting of Lawrence Nieters, JoEll Nieters
and Frances Hedman, appointed Gregg Giuffria, Veldon Simpson, and Richard
Hannigan as new directors of the Registrant to serve until the next annual
meeting of shareholders, or until their successors have been elected.
Following their appointment of new directors, Lawrence Nieters, JoEll Nieters
and Frances Hedman resigned as directors of the Registrant.
A copy of the Agreement and Plan of Merger and the Certificate of Merger
between DSC and Voyager are filed as exhibits to this Current Report and are
incorporated in their entirety herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms and conditions of the merger, the Registrant issued
3,660,000 shares of Series A preferred stock in exchange for 100% of
Voyager's outstanding common stock. Voyager will now operate as a wholly
owned subsidiary of the Registrant.
In addition, the Registrant executed a Property Transfer Agreement with
certain of its shareholders wherein certain assets of the Registrant were
transferred to Lawrence Nieters, and Joell Nieters, in exchange for Forty-
Seven Million (47,000,000) shares of common stock held by Lawrence Nieters,
and Joell Nieters. A copy of the Property Transfer Agreement is attached as
an exhibit to this current report.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
In January 2002, the Registrant effectuated a 5 for 1 forward split of its
11,723,000 then issued and outstanding shares of common stock resulting in
the Registrant having 58,615,000 shares of issued and outstanding common
stock. Concurrent with the closing of the Merger and the execution of the
Property Transfer Agreement, 47,000,000 shares of the Registrant's common
stock was cancelled. Additionally, simultaneously upon closing of the Merger
1,860,000 shares of the Series A preferred stock immediately converted into
18,860,000 shares of common stock, resulting in 30,475,000 shares of common
stock issued and outstanding as of the date of this current report.
Concurrent with the consummation of the Merger, the Registrant transferred
its principal executive office to 4483 West Reno Avenue, Las Vegas, NV 89118.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the terms of the Merger Agreement, the board of directors of the
Registrant, consisting of Lawrence Nieters, JoEll Nieters and Frances Hedman,
appointed Gregg Giuffria, Veldon Simpson, and Richard Hannigan as new
directors of the Registrant to serve until the next annual meeting of
shareholders, or until their successors have been elected. Following their
appointment of new directors, Lawrence Nieters, JoEll Nieters and Frances
Hedman resigned as directors of the Registrant.
ITEM 7. FINANCIAL STATEMENTS
Audited and pro-forma financial statements of Voyager shall be filed within
75 days of closing of the Merger pursuant to Item 310(c)(v) of Regulation S-
B.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
2 Agreement and Plan of Merger dated February 1, 2002 (attached)
3i Certificate of Merger (attached)
10 Property Transfer Agreement (attached)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
DAKOTA IMAGING, INC.
By:/s/ Richard Hannigan
Richard Hannigan, President
Date: February 14, 2002