Basisstatistiken
| CIK | 1016611 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Baron Capital Enterprise, Inc.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| April 28, 2016 |
EXAD / Experience Art and Design, Inc. / Baron Capital Enterprise Inc. - SC 13D Activist Investment Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| November 25, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1. |
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| April 1, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): X Form 10-KSB Form 10-F Form 10-QSB Form N-SAR For Period Ended: December 31, 2007 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on F |
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| February 7, 2008 |
EX-10.1 2 ex10-1.htm ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated as of December 28, 2007 (the "Agreement") is entered into by and between 247MGI, Inc. (“247MGI”) a publicly traded corporation organized under the laws of, and domiciled in, the State of Florida, Sovereign Research, LLC (“Sovereign”), a Florida limited liability company and a wholly-owned sub |
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| February 7, 2008 |
247MGI Completes VOIP Asset Acquisition 247MGI Completes VOIP Asset Acquisition FT. LAUDERDALE, FL-(MARKET WIRE)-Jan 7, 2008 - 247MGI Inc. (Other OTC:TOFS.PK - News) ("247MGI") is pleased to announce that its wholly owned subsidiary Sovereign Research, LLC has acquired all of the assets of SOYO Group, Inc.'s (a publicly traded company on the OTCBB) VOIP division in an all stock transaction. 247MGI has issued SOYO 40 million shares of re |
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| February 7, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): (December 28, 2007) 247 MGI, INC. |
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| January 10, 2008 | ||
| January 10, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 247MGI, Inc. (N |
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| January 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 247MGI, Inc. (N |
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| January 3, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. ( |
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| January 2, 2008 |
247MGI, INC. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542 247MGI, INC. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542 January 2, 2008 United States SECURITIES AND EXCHANGE COMMISSION Attn: Regina Balderas Division of Corporate Finance Washington, D.C. 20549-0404 Dear Ms. Balderas Re: 247 MGI, Inc. Comment Letter dated September 20, 2007 We have reviewed your comments regarding our Form 10-KSB for the Fiscal Year Ended D |
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| November 19, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC |
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| November 19, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC |
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| November 15, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): Form 10-KSB Form 10-F XForm 10-QSB Form N-SAR For Period Ended: September 30, 2007 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on F |
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| October 15, 2007 |
247MGI, Inc. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542 247MGI, Inc. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542 October 15, 2007 Regina Balderas Staff Accountant Securities and Exchange Commission Washington, D.C. 20549 Re: Time Extension As per our phone conversation we have received your letter referencing a limited review of our financial statements and related disclosures. As indicated we recently moved and th |
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| October 12, 2007 |
247MGI, Inc. Completes Acquisition of PurFusion 247MGI, Inc. Completes Acquisition of PurFusion FT. LAUDERDALE, Fla., Sept. 11, 2007 (PRIME NEWSWIRE) - 247MGI, Inc. (Other OTC:TOFS.PK - News), is pleased to announce today that it has finalized the acquisition of the PurFusion Group of Companies, Inc. (``PGCI''), a Canadian corporation, and its wholly-owned subsidiaries: PurFusion Worldwide, Inc. a Florida corporation and PurFusion, Inc. a Canad |
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| October 12, 2007 |
247MGI Disputes Story Published By BusinessWeek Online and Yahoo! 247MGI Disputes Story Published By BusinessWeek Online and Yahoo! FT. LAUDERDALE, Fla., Oct. 11, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (Other OTC:TOFS.PK - News) (``247MGI'') announced today that the company had not consummated a reverse merger with Sports America, Inc., as erroneously reported by Yahoo! Finance and BusinessWeek Online. Matthew P. Dwyer, President and Chief Executive Officer of 247M |
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| October 12, 2007 |
BINDING LETTER OF INTENT September 12, 2007 Ross McCullough 6601 22nd Street North St. |
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| October 12, 2007 |
247MGI Signs Binding Letter of Intent to Acquire New Streaming Technology 247MGI Signs Binding Letter of Intent to Acquire New Streaming Technology FT. LAUDERDALE, Fla., Sept. 18, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (``247MGI'') (Other OTC:TOFS.PK - News) is pleased to announce that it has signed a binding letter of intent to acquire a patent pending new streaming technology called Avalon. Avalon is being acquired as a wholly owned subsidiary of which 247MGI shall retai |
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| October 12, 2007 |
SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of September 10th, 2007 (this ?Agreement?), is entered into by and among Norman Farrar, an individual (?Farrar?) the ?Seller?), PurFusion Group of Companies, Inc. |
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| October 12, 2007 |
247MGI, Inc. Announces Business Objectives and Clarifies Stock Capitalization 247MGI, Inc. Announces Business Objectives and Clarifies Stock Capitalization FT. LAUDERDALE, Fla., Aug. 29, 2007 (PRIME NEWSWIRE) - 247MGI, Inc. (Other OTC:TOFS.PK - News) is releasing this news in an ongoing effort to keep shareholders advised as to the company's business objectives as well as its current capitalization. Matt Dwyer, 247MGI's Chief Executive Officer reported, ``I have received se |
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| October 12, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 31, 2007 247 MGI, INC. |
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| October 12, 2007 |
EX-10.29 2 apa247mh.htm APA 247 MEDIA HOLDINGS, LLC ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated as of August 31, 2007 (the "Agreement") is entered into by and between 247MGI, Inc. (“247MGI”) a publicly traded corporation organized under the laws of, and domiciled in, the State of Florida, Sovereign Research, LLC (“Sovereign”), a Florida limited liability company and a wholly-owned |
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| October 12, 2007 |
247MGI Completes First Acquistion 247MGI Completes First Acquistion FORT LAUDERDALE, Fla., Aug. 31, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (Other OTC:TOFS.PK - News) (``247MGI'') is pleased to announce that it has acquired the assets of a South Florida Media company for restricted common stock from our CEO Officer Matthew Dwyer. 247MGI will file an 8K next week releasing the terms of the transaction and will change its designation fr |
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| October 12, 2007 |
247MGI Releases Terms of Acquisition 247MGI Releases Terms of Acquisition FORT LAUDERDALE, Fla., Sept. 6, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (Other OTC:TOFS.PK - News) (``247MGI'') announced on Friday August 31, 2007 that it had acquired the assets of a South Florida Media company for restricted common stock from our CEO Officer Matthew Dwyer. 247MGI paid $80,000 in restricted common stock to 247 Media Holdings, LLC a company contro |
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| September 21, 2007 |
Mail Stop 3561 September 20, 2007 Mr. Matthew P. Dwyer CEO and Principal Financial and Accounting Officer 247MGI, Inc. 1007 N. Federal Highway, Suite D-6 Fort Lauderdale, Florida 33304 Re: 247MGI, Inc. Form 10-KSB for Fiscal Year Ended December 31, 2006 Filed August 14, 2007 Form 10-QSB for Fiscal Quarter Ended June 30, 2007 Filed August 14, 2007 File No. 0-30011 Dear Mr. Dwyer: We have reviewed y |
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| August 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (Ex |
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| August 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (E |
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| August 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 247MGI, Inc. (Nam |
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| August 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (E |
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| April 3, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) March 16, 2007 247MGI, INC. |
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| April 3, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2006 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For the T |
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| April 3, 2007 |
FINANCIAL ADVISORY AND CONSULTING AGREEMENT FINANCIAL ADVISORY AND CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into this 16th day of March between 247 MGI Corp. |
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| April 3, 2007 |
EMPLOYMENT AGREEMENT AGREEMENT made as of the 16th day of March 2007 (otherwise referred to as the “Effective Date”) between 247MGI, Inc. |
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| February 21, 2007 |
EX-10.26 2 compensationagreement.htm MATTHEW DWYER EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of January 2007 between 247MGI, Inc. ("Company"), a Florida corporation having an office located at 1007 N. Federal Hwy, D-6, Fort Lauderdale, FL 33304, and Matthew P. Dwyer ("Employee”), residing at 1010 Seminole Dr, #1108, Fort Lauderdale, FL 33304. WHEREAS, Employee will |
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| February 21, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 14, 2007 247MGI, INC. |
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| December 27, 2006 |
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):December 21, 2006 247MGI, INC. (Exact name of registrant as specified in its charter) Florida 0-30011 65-0309540 (State or other jurisdiction of incorporation) (Commission File Number) |
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| December 1, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934(Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement TOTAL IDENTITY |
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| November 13, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934(Amendment No. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement TOTAL IDENTITY |
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| November 8, 2006 |
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act) The undersigned, being the President and Chief Executive Officer of TOTAL IDENTITY CORP., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), bearing document number S68597, |
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| November 8, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENT |
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| October 17, 2006 |
Other Events, Financial Statements and Exhibits 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 02, 2006 TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 0-30011 65-0309540 (State or other jurisdiction of incorporation) (Commission File |
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| September 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENT |
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| September 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY C |
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| September 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY |
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| September 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY |
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| September 21, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY C |
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| September 13, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 Total Identity Co |
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| September 13, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 Total Identity Co |
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| September 13, 2006 |
EX-21 2 exhibit21.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Organization Names Under Which Business Conducted Sovereign Research LLC* Florida Sovereign Research Yard Sales Drop Off, Inc.* Florida Yard Sale Drop Off * Wholly owned by the Registrant. |
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| July 7, 2005 |
EX-10.1 2 exhibit.htm TIC AND WALLSTREET-REVIEW FINANCIAL SERVICES AGREEMENT STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of June 17, 2005 (the "Agreement"), is entered into by and between TOTAL IDENTITY CORP., a Florida corporation (“Seller”), YARD SALE DROP-OFF, INC., a Florida corporation and currently a wholly owned subsidiary of Seller (“YSDO”), and WALLSTREET-REVIEW FINAN |
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| July 7, 2005 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) June 17, 2005 TOTAL IDENTITY CORP. |
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| April 1, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Total Identity Corp Annual Report 123104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 11, 2005 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2005 Registration No. |
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| February 11, 2005 |
SCHNEIDER WEINBERGER & BEILLY LLP 2200 Corporate Blvd., N.W., Suite 210 Boca Raton, FL 33431 SCHNEIDER WEINBERGER & BEILLY LLP 2200 Corporate Blvd., N.W., Suite 210 Boca Raton, FL 33431 February 11, 2005 Total Identity Corp. 1007 N. Federal Hwy, #A-3 Ft. Lauderdale, FL 33304 Re: Registration Statement on Form S-8 (the "Registration Statement"); Total Identity Corp. (the "Company") 2004 Equity Compensation Plan (the "Plan") Gentlemen: This opinion is submitted pursuant to the applicable ru |
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| February 11, 2005 |
Consent of Independent Registered Public Accounting Firm Berkowitz Dick Pollack & Brant Exhibit 23.2(ii) Consent of Independent Registered Public Accounting Firm The Board of Directors Total Identity Corp. Rochester, NY We consent to the incorporation by reference in the registration statement (No. 333-) on Form S-8 pertaining to the 2004 Equity Compensation Plan of Total Identity Corp. of our report dated May 23, 2003 relating to the statements of oper |
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| February 11, 2005 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HJ & Associates Exhibit 23.2(i) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Total Identity Corp. Rochester, NY We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2004 Equity Compensation Plan of Total Identity Corp. of our report dated May 11, 2004, with respect to the consolidated financial statements of Total I |
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| February 11, 2005 |
Exhibit 10.1 Total Identity Corp. 2004 Equity Compensation Plan Approved by Board of Directors on June 15, 2004 and Amended February 3, 2005 TOTAL IDENTITY CORP. 2004 Equity Compensation Plan 1. Purpose; Definitions. 1.1 Purpose. The purpose of the Total Identity Corp. 2004 Equity Compensation Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, |
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| February 4, 2005 |
Total Identity Corp item 3.02, 8.01, 9.01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 3, 2005 Total Identity Corp. (Exact Name of Registrant as Specified in Charter) Florida 0-30011 65-0309540 (State or Other Jurisdiction |
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| January 14, 2005 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) January 14, 2005 Total Identity Corp. |
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| January 4, 2005 |
Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) January 4, 2005 Total Identity Corp. |
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| December 29, 2004 |
Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) December 29, 2004 Total Identity Corp. |
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| December 17, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-30011 Total |
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| December 7, 2004 |
Total Identity Corp 8K 120604 United States Securities and Exchange Commission Washington, D. |
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| November 15, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): Form 10-KSB Form 10-F [X] Form 10-QSB Form N-SAR For Period Ended: September 30, 2004 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report o |
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| September 28, 2004 |
Total Identity Corp Amended 2nd Qtr 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 28, 2004 |
Articles of Amendment July 2004 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. |
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| September 28, 2004 |
Articles of Amendment June 30 2004 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. |
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| September 28, 2004 |
Employment Agreement Jeff Hoffman EMPLOYMENT AGREEMENT AGREEMENT made as of the 22 day of June 2004 between Total Identity Corp. |
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| September 24, 2004 |
EMPLOYMENT AGREEMENT AGREEMENT made as of the 22 day of June 2004 between Total Identity Corp. |
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| September 24, 2004 |
Articles of Amendment June 30 2004 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. |
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| September 24, 2004 |
ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act) The undersigned, being the President and Chief Executive Officer of TOTAL IDENTITY CORP., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), bearing document number S68597, |
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| September 24, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-30011 Total I |
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| August 16, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): Form 10-KSB Form 10-F [X] Form 10-QSB Form N-SAR For Period Ended: June 30, 2004 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on For |
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| August 5, 2004 |
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. July 22, 2004 0-30011 Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 (State or other jurisdiction of incorporati |
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| June 15, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 0-30011 Total Ident |
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| May 20, 2004 |
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. May 13, 2004 0-30011 Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 (State or other jurisdiction of incorpor |
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| May 20, 2004 |
EX-10.1 2 ex101.htm SETTLEMENT AGREEMENT DATED MAY 13, 2004 SETTLEMENT AGREEMENT The parties hereto met on May 13, 2004 and entered into the following agreement regarding the issues between SCOTT SIEGEL and TIC. The parties agree to do all things necessary to effectuate the intent of this Settlement Agreement, including but not limited to, signing and properly executing all necessary documents and |
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| May 17, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Total Identity Corp NT-10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 11, 2004 |
Total Identity Corp 10K 123103 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 TOTAL IDENTITY CORP. (Exact name of Registrant as specified in its Charter) Florida (State or other jurisdiction of incorporation) 0-30011 (Commission File No.) 65-030954 |
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| May 11, 2004 |
TOTAL IDENTITY CORP. 2003 OMNIBUS SECURITIES PLAN AS AMENDED THROUGH JANUARY 12, 2004 TABLE OF CONTENTS Page SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) ?Award? 1 (b) ?Board of Directors? 1 (c) ?Change in Control? 1 (d) ?Code? 1 (e) ?Committee? 1 (f) ?Common-Law Employee? 1 (g) ?Company? 2 (h) ?Employee? 2 (i) ?Exchange Act? 2 (j) ?Exercise Price? 2 (k) ?Fair Market Value? 2 (l) ?Incentive |
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| May 11, 2004 |
Exhibit 10.2 TOTAL IDENTITY CORP. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN (AS AMENDED THROUGH JANUARY 12, 2004) 1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the "Plan") is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to Total Identity Corp. f/k/a TMI Holdings, Inc., a F |
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| May 11, 2004 |
Richard R. Dwyer 11924 Forrest Hill Blvd. Suite 22-204 Wellington, FL 33414 February 2, 2004 Exhibit 18 Richard R. Dwyer 11924 Forrest Hill Blvd. Suite 22-204 Wellington, FL 33414 561-389-6980 February 2, 2004 Philip Mistretta President Total Identity Corp. 2340 Brighton Henrietta Town Line Road Rochester, NY 14623 Gentlemen: This letter shall constitute the terms of the Consulting Agreement among Richard R. Dwyer (“RRD”), an individual, and Total Identity Corp. (“TIDC”), a Florida corpor |
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| May 11, 2004 |
Exhibit 21 EXHIBIT 21 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Percentage Ownership Total Identity Systems Corp. New York 100% |
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| May 11, 2004 |
Exhibit 10.17 EMPLOYMENT AGREEMENT AGREEMENT made as of the 23 day of February 2004 between Total Identity Corp. ("Company"), a Florida corporation having an office located at 2340 Brighten Henrietta Town Line Road, Rochester, NY 14623, and Matthew P. Dwyer ("Employee:), residing at 1010 Seminole Dr, #1108, Fort Lauderdale, FL 33304. WHEREAS, Employee will be employed as Vice-President. WHEREAS, C |
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| April 2, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SEC FILE NUMBER 000-30011 - FORM 12B-25/A CUSIP NUMBER 87260F - NOTIFICATION OF LATE FILING (Check one): |X| Form 10-KSB || Form 10-F || Form 10-QSB || Form N-SAR For Period Ended: DECEMBER 31, 2003 || Transition Report on Form 10-K || Transition Report on Form 20-F || Transition Report on Form 11-K || Transition Report on For |
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| March 31, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SEC FILE NUMBER 000-30011 - FORM 12B-25 CUSIP NUMBER 87260F - NOTIFICATION OF LATE FILING (Check one): X Form 10-KSB Form 10-F Form 10-QSB Form N-SAR - - - - For Period Ended: DECEMBER 31, 2003 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition |
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| March 3, 2004 |
Rule 424(b)(3) Registration Statement No. 106716 REOFFER PROSPECTUS TOTAL IDENTITY CORP. 6,000,000 Shares of Common Stock ($.01 par value) This prospectus forms a part of a registration statement, which registers an aggregate of 6,000,000 shares of common stock issued or issuable from time-to-time under the Total Identity Corp., f/k/a TMI Holdings, Inc., 2003 Omnibus Securities Plan (the "Omnibus |
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| February 25, 2004 |
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. February 23, 2004 0-30011 - - - Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. - - (Exact name of registrant as specified in its charter) Florida 65-0309540 - - - (State or other jur |
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| February 25, 2004 |
Exhibit 10.5 LEASE AMENDMENT THIS LEASE AMENDMENT AGREEMENT ("Agreement") is made on the 23rd day of February, 2004, by and between 2340 TOWNLINE ROAD CORPORATION, a New York corporation with offices at 3006 East Avenue, Rochester, New York 14610 ("Lessor"), TOTAL IDENTITY SYSTEMS CORP., a New York corporation with offices at 2340 Brighton-Henrietta Town Line Road, Rochester, New York 14623 ("Less |
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| February 25, 2004 |
Exhibit 10.7 ESCROW AGREEMENT THIS AGREEMENT is made this 23rd day of February, 2004 by and between TOTAL IDENTITY CORP., a Florida corporation ("Shareholder"), ROBERT DAVID ("Secured Party"), and SHAPIRO, ROSENBAUM, LIEBSCHUTZ & NELSON, LLP (`Escrow Agent"). RECITALS This Agreement is made in reference to the following, which Shareholder and Secured party warrant and represent to Escrow Agent are |
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| February 25, 2004 |
Exhibit 10.4 AMENDED AND RESTATED PLEDGE AGREEMENT THIS AGREEMENT is made this 23th day of February 2004 by and between TOTAL IDENTITY CORP., a Florida corporation ("Shareholder") and ROBERT DAVID ("Secured Party"). RECITALS A. Shareholder and Secured Party entered into a Pledge Agreement October 13, 2004 (the "Original Pledge Agreement") relating to the sale by Secured Party to Shareholder of sha |
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| February 25, 2004 |
Exhibit 10.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT ("Agreement") dated as of February 23, 2004, by and between TOTAL IDENTITY SYSTEMS CORP., a New York corporation (the "Company"), TOTAL IDENTITY CORP., a Florida corporation (the "Purchaser") and ROBERT DAVID, an individual resident of the State of New York ("David"). W I T N E S S E T H: WHEREAS, |
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| February 25, 2004 |
Exhibit 10.2 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT ("Agreement") dated as of February 23, 2004, by and between TOTAL IDENTITY CORP., a Florida corporation (the "Buyer") and ROBERT DAVID, an individual resident of the State of New York (the "Seller"). W I T N E S S E T H: WHEREAS, the parties are all of the parties to a Stock Purchase Agreement date |
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| February 25, 2004 |
Exhibit 10.3 AMENDED AND RESTATED PROMISSORY NOTE Principal Sum: $400,000 Date: February 23, 2004 FOR VALUE RECEIVED, TOTAL IDENTITY CORP., a Florida corporation (the "Maker") promises to pay to ROBERT DAVID (the "Holder"), at 3006 East Avenue, Rochester, New York 14610, or such address as the Holder may from time to time designate in writing to the Maker, the principal sum of $400,000.00, with in |
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| February 25, 2004 |
Exhibit 10.6 CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement"), effective as February 23, 2004 (the "Effective Date"), is made by and between TOTAL IDENTITY CORP., a Florida corporation (the "Company") and ROBERT DAVID (the "Consultant"). RECITALS: This Agreement is made in respect to the following, which Company and Consultant acknowledge are true and correct: a. Company has acquired from Con |
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| February 9, 2004 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - FORM 8-K/A - CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. October 13, 2003 0-30011 - - - Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 - - - (State or other jurisd |
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| December 22, 2003 |
RULE 424(B)(3) REGISTRATION STATEMENT NO. 333-106716 PROSPECTUS REOFFER PROSPECTUS TOTAL IDENTITY CORP. 3,140,000 SHARES OF COMMON STOCK ($.01 PAR VALUE) This prospectus forms a part of a registration statement, which registers an aggregate of 3,140,000 shares of common stock issued or issuable from time-to-time under the Total Identity Corp., f/k/a TMI Holdings, Inc., 2003 Qualified Securities Pl |
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| December 16, 2003 |
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. December 9, 2003 0-30011 - - - Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 - - - (State or other jurisdiction |
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| November 21, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2003 to September 30, 2003. 000-30011 COMMISSION FILE NUMBER TOTAL I |
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| November 21, 2003 |
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TMI Holdings, Inc. (the "Registrant") on Form 10-QSB for the period ending September 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I Richard Dwyer Chief Executive Officer and Pr |
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| November 17, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 33-10616 - FORM 12b-25 CUSIP NUMBER 87260F - NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 10-F [X] Form 10-QSB Form N-SAR For Period Ended: September 30, 2003 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report |
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| October 28, 2003 |
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. October 13, 2003 0-30011 - - - Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 - - - (State or other jurisdiction |
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| October 28, 2003 |
Exhibit 10.6 PLEDGE AGREEMENT THIS AGREEMENT is made this 13th day of October 2003 by and between TOTAL IDENTITY CORP., a Florida corporation ("SHAREHOLDER") and ROBERT DAVID ("SECURED PARTY"). RECITALS A. Secured Party has sold to Shareholder shares of the common capital stock of Total Identity Systems Corp., a New York corporation ("TOTAL NEW YORK") pursuant to a Stock Purchase Agreement dated o |
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| October 28, 2003 |
Exhibit 10.7 LEASE LEASE, dated October , 2003, between 2340 TOWNLINE ROAD CORPORATION, a New York corporation, having a principal address at 2340 Brighton-Henrietta Town Line Road, Rochester, New York 14623, ("Lessor"), and TOTAL IDENTITY SYSTEMS CORP., a New York corporation, having a principal address at 2340 Brighton-Henrietta Town Line Road, Rochester, New York 14623 (the "Lessee"), 1. The De |
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| October 28, 2003 |
Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of October 13, 2003 ("Effective Date") by and between TOTAL IDENTITY CORP., a Florida corporation (the "Company") and ROBERT DAVID (the "Employee"). RECITALS: Employee's participation in the business of the Company is critical to the Company's success. The parties wish to provide for the employment of Emp |
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| October 28, 2003 |
Exhibit 10.5 PROMISSORY NOTE Principal Sum: $800,000 Date: October 13, 2003 FOR VALUE RECEIVED, TOTAL IDENTITY CORP., a Florida corporation (the "Maker") promises to pay to ROBERT DAVID (the "Holder"), at such address as the Holder may from time to time designate in writing to the Maker, the Principal Sum of $800,000.00, with interest on the unpaid balance at the rate of 8% per annum ("Interest"). |
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| October 28, 2003 |
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is effective as of October 13, 2003 ("Effective Date") by and between TOTAL IDENTITY SYSTEMS CORP., a New York corporation (the "Company") and CHARLES FINZER (the "Employee"). RECITALS: Employee's participation in the business of the Company is critical to the Company's success. The parties wish to provide for the employ |
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| October 28, 2003 |
Exhibit 10.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT entered into as of October 13, 2003, by and between TOTAL IDENTITY CORP., a Florida corporation (the "Buyer") and ROBERT DAVID, an individual resident of the State of New York (the "Seller"). W I T N E S S E T H: WHEREAS, the Buyer and Total Identity Systems, Inc., a New York corporation ("Total New York") have entered into an agr |
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| October 28, 2003 |
Exhibit 10.1 THESE SECURITIES HAVE NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT |
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| September 9, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from April 1, 2003 to June 30, 2003. 000-30011 COMMISSION FILE NUMBER TMI HOLDINGS, IN |
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| September 9, 2003 |
Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TMI Holdings, Inc. (the "Registrant") on Form 10-QSB for the period ending June 30, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Quarterly Report"), I Richard Dwyer Chief Executive Office |
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| August 19, 2003 |
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) August 15, 2003 - TMI HOLDINGS, INC. - - (Exact name of registrant as specified in its charter) Florida 000-30011 65-0309540 - - - (State of other jurisdiction (Commission File Number) (IRS Employer |
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| August 19, 2003 |
EXHIBIT (1) BERKOWITZ DICK POLLACK & BRANT - CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS, LLP Please direct mail to Miami office: 200 South Biscayne Boulevard 515 East Las Olas Boulevard Sixth Floor Fifteenth Floor Miami, Florida 33131-5310 Fort Lauderdale, Florida 33301-2281 Telephone: 305-370-7000 Telephone:954-712-7000 Toll Free: 800-999-ICPA (1272) Toll Free: 800-999-ICPA (1272) Fax: 305-379-8200 Fax: 954-712-7070 August 18, 2003 Securities and Exchange Commission 450 Fifth Street, N. |
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| August 15, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SEC FILE NUMBER 33-10616 - FORM 12B-25 CUSIP NUMBER 87260F - NOTIFICATION OF LATE FILING (Check one): Form 10-K Form 10-F X Form 10-QSB Form N-SAR - - - - - For Period Ended: June 30, 2003 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Repo |
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| July 1, 2003 |
TMI HOLDINGS, INC. 2003 OMNIBUS SECURITIES PLAN TABLE OF CONTENTS PAGE SECTION 1. PURPOSE...........................................................1 SECTION 2. DEFINITIONS.......................................................1 (a) "Award"....................................................1 (b) "Board of Directors".......................................1 (c) "Change in Control".................. |
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| July 1, 2003 |
TMI HOLDINGS, INC. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN 1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the "Plan") is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to TMI Holdings, Inc., a Florida corporation (the "Corporation"), so that they may acquire or increase the |
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| July 1, 2003 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2003 Registration No. |
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| June 17, 2003 |
CEO/CFO 906 Certification CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TMI Holdings, Inc. (the “Company”) on Form 10-QSB for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Siegel, Chief Executive Of |
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| June 17, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-30011 TMI Holdings, Inc. (Exact name of registra |
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| June 12, 2003 |
RESTATED ARTICLES OF INCORPORATION OF TMI HOLDINGS, INC. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida bearing Document #S68597 does hereby certify: Purs |
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| June 12, 2003 |
TMI HOLDINGS, INC. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN 1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the - "Plan") is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to TMI Holdings, Inc., a Florida corporation (the "Corporation"), so that they may acquire or increase t |
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| June 12, 2003 |
FIRST AMENDED SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| June 12, 2003 |
TMI HOLDINGS, INC. 2003 OMNIBUS SECURITIES PLAN - TABLE OF CONTENTS - Page - SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) "Award" 1 (b) "Board of Directors" 1 (c) "Change in Control" 1 (d) "Code" 1 (e) "Committee" 1 (f) "Common-Law Employee" 1 (g) "Company" 2 (h) "Employee" 2 (i) "Exchange Act" 2 (j) "Exercise Price" 2 (k) "Fair Market Value" 2 (l) "Incentive Stock Option" or "ISO" 2 (m) "N |
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| June 12, 2003 |
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF TMI HOLDINGS, INC. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida bearing Document #S68597 does here |
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| June 12, 2003 |
SECOND RESTATED BYLAWS OF TMI HOLDINGS, INC. A FLORIDA CORPORATION SECOND RESTATED BYLAWS OF TMI HOLDINGS, INC. a Florida corporation ARTICLE I 1 OFFICES 1 Section 1. Principal Office 1 - 1 .. 1 Section 2. Other Offices 1 - ARTICLE II 1 DIRECTORS - MANAGEMENT 1 Section 1. Powers, Standard of Care 1 - Section 2. Number and Qualification of Directors 2 - Section 3. Election and Term of Office of Dir |
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| June 11, 2003 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 First Amended Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2003 TMI Holdings, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-30011 (Commission File Number) |
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| June 11, 2003 |
Series B Amended Cert of Designation ARTICLES OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF TMI HOLDINGS, INC. |
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| June 9, 2003 |
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of February 21, 2003 (?Effective Date?), by and among TMI Holdings, Inc. |
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| June 9, 2003 |
8-K TMI Holdings, Inc. 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 21, 2003 TMI Holdings, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-30011 (Commission File |
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| May 23, 2003 |
CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TMI Holdings, Inc(the "Company") on Form 10-KSB for the fiscal year ended December 29, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Scott Siegel, Chief Executive Officer and Chief Financia |
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| May 23, 2003 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 29, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . COMMISSION FILE NUMBER 000-30011 TMI HOLDINGS, INC. (Exact name of registrant as |
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| May 20, 2003 |
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF TMI HOLDINGS, INC. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida bearing Document #S68597 does here |
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| May 20, 2003 |
SECOND RESTATED BYLAWS OF TMI HOLDINGS, INC. A FLORIDA CORPORATION SECOND RESTATED BYLAWS OF TMI HOLDINGS, INC. a Florida corporation ARTICLE I 1 OFFICES 1 Section 1. Principal Office 1 - 1 .. 1 Section 2. Other Offices 1 - ARTICLE II 1 DIRECTORS - MANAGEMENT 1 Section 1. Powers, Standard of Care 1 - Section 2. Number and Qualification of Directors 2 - Section 3. Election and Term of Office of Dir |
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| May 20, 2003 |
SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| May 20, 2003 |
RESTATED ARTICLES OF INCORPORATION OF TMI HOLDINGS, INC. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida bearing Document #S68597 does hereby certify: Purs |
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| May 20, 2003 |
TMI HOLDINGS, INC. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN 1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the - "Plan") is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to TMI Holdings, Inc., a Florida corporation (the "Corporation"), so that they may acquire or increase t |
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| May 20, 2003 |
TMI HOLDINGS, INC. 2003 OMNIBUS SECURITIES PLAN - TABLE OF CONTENTS - Page - SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) "Award" 1 (b) "Board of Directors" 1 (c) "Change in Control" 1 (d) "Code" 1 (e) "Committee" 1 (f) "Common-Law Employee" 1 (g) "Company" 2 (h) "Employee" 2 (i) "Exchange Act" 2 (j) "Exercise Price" 2 (k) "Fair Market Value" 2 (l) "Incentive Stock Option" or "ISO" 2 (m) "N |
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| May 16, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Check One: [ ]Form 10-KSB [ ]Form 20-F [ ]Form 11-K [X]Form 10-QSB [ ]Form N-SAR For Period Ended: March 31, 2003 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SA |
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| May 9, 2003 |
ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF TMI HOLDINGS, INC. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida bearing Document #S68597 does here |
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| May 9, 2003 |
SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. |
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| May 9, 2003 |
RESTATED ARTICLES OF INCORPORATION OF TMI HOLDINGS, INC. Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the Chief Executive Officer of TMI Holdings, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida bearing Document #S68597 does hereby certify: Purs |
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| May 9, 2003 |
TMI HOLDINGS, INC. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN 1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the - "Plan") is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to TMI Holdings, Inc., a Florida corporation (the "Corporation"), so that they may acquire or increase t |
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| May 9, 2003 |
TMI HOLDINGS, INC. 2003 OMNIBUS SECURITIES PLAN - TABLE OF CONTENTS - Page - SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) "Award" 1 (b) "Board of Directors" 1 (c) "Change in Control" 1 (d) "Code" 1 (e) "Committee" 1 (f) "Common-Law Employee" 1 (g) "Company" 2 (h) "Employee" 2 (i) "Exchange Act" 2 (j) "Exercise Price" 2 (k) "Fair Market Value" 2 (l) "Incentive Stock Option" or "ISO" 2 (m) "N |
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| May 9, 2003 |
SECOND RESTATED BYLAWS OF TMI HOLDINGS, INC. A FLORIDA CORPORATION SECOND RESTATED BYLAWS OF TMI HOLDINGS, INC. a Florida corporation ARTICLE I 1 OFFICES 1 Section 1. Principal Office 1 - 1 .. 1 Section 2. Other Offices 1 - ARTICLE II 1 DIRECTORS - MANAGEMENT 1 Section 1. Powers, Standard of Care 1 - Section 2. Number and Qualification of Directors 2 - Section 3. Election and Term of Office of Dir |
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| April 1, 2003 |
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 21, 2003 ("Effective Date"), by and among TMI Holdings, Inc. |
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| April 1, 2003 |
- OMB APPROVAL - OMB Number: 3235-0145 Expires: November 30, 2002 Estimated average burden hours per response 0. |
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| April 1, 2003 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING (CHECK ONE):[X]FORM 10-KSB [ ]FORM 20-F [ ]FORM 11-K [ ]FORM 10-Q [ ]FORM N-SAR FOR PERIOD ENDED: DECEMBER 31, 2002 [ ] TRANSITION REPORT ON FORM 10-K [ ] TRANSITION REPORT ON FORM 20-F [ ] TRANSITION REPORT ON FORM 11-K [ ] TRANSITION REPORT ON FORM 10-Q [ ] TRANSITION REPORT ON FORM N- |
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| March 4, 2003 |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 2003 REGISTRATION NO. |
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| February 11, 2003 |
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): JANUARY 31, 2003 TMI HOLDINGS, INC. (Exact name of registrant as specified in its charter) FLORIDA 000-30011 65-0309540 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) F |
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| February 11, 2003 |
REORGANIZATION AND STOCK PURCHASE AGREEMENT by and between TMI Holdings, Inc. a Florida corporation, on the one hand and Kina'ole, Inc. a Hawaii corporation and its Shareholders on the other hand REORGANIZATION AND STOCK PURCHASE AGREEMENT REORGANIZATION AND STOCK PURCHASE AGREEMENT ("Agreement"), dated January 31, 2003, by and among TMI Holdings, Inc., a Florida corporation ("TMI"), on the one ha |
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| February 7, 2003 |
- OMB APPROVAL - OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 0. |
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| February 7, 2003 |
- OMB APPROVAL - OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response 0. |
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| February 7, 2003 |
REORGANIZATION AND STOCK PURCHASE AGREEMENT by and between TMI Holdings, Inc. a Florida corporation, on the one hand and Kina 'Ole, Inc. a Hawaii corporation and its Shareholders on the other hand REORGANIZATION AND STOCK PURCHASE AGREEMENT REORGANIZATION AND STOCK PURCHASE AGREEMENT ("Agreement"), dated January 31, 2003, by and among TMI Holdings, Inc., a Florida corporation ("TMI"), on the one h |
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| February 7, 2003 |
REORGANIZATION AND STOCK PURCHASE AGREEMENT by and between TMI Holdings, Inc. a Florida corporation, on the one hand and Kina 'Ole, Inc. a Hawaii corporation and its Shareholders on the other hand REORGANIZATION AND STOCK PURCHASE AGREEMENT REORGANIZATION AND STOCK PURCHASE AGREEMENT ("Agreement"), dated January 31, 2003, by and among TMI Holdings, Inc., a Florida corporation ("TMI"), on the one h |
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| January 9, 2003 |
MARC DOUGLAS 2920 PADDOCK ROAD FT. LAUDERDALE, FL 33331 December 18, 2002 Mr. Matt Dwyer c/o Brian Lebrecht, Esq. 2342 Avenida Empresa Suite 230 Rancho Santa Margarita, CA 92688 Re: Stock Purchase Agreement (the "Purchase Agreement") dated October 28, 2002 by and between Matthew Dwyer and Marc Douglas. Dear Mr. Dwyer: Pursuant to Section 2.4 of the Purchase Agreement, you agreed to cause TMI Holdi |
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| January 9, 2003 |
EXHIBIT C CURRENT LIABILITIES Broad and Cassel $25,000 Berkowitz, Dick, Pollack and Brandt $16,765 Charles N. |
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| January 9, 2003 |
FIRST ADDENDUM TO PROMISSORY NOTE WHEREAS, the undersigned, MATTHEW P. DWYER (the "Maker"), has executed a promissory note dated November 22, 2002 in the original principal amount of $150,000.00 (the "Note") in favor of MARC DOUGLAS, (the "Holder"); WHEREAS, the Maturity Date under Note was February 24, 2003; WHEREAS, Maker and Holder mutually desire by this First Addendum to Promissory Note to ch |
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| January 9, 2003 |
PROMISSORY NOTE $150,0000.00 Dated as of November 22, 2002 FOR VALUE RECEIVED, the undersigned, MATTHEW P. DWYER (the "Maker"), hereby promises to pay to the order of MARC DOUGLAS, (the "Holder"), at 3141 W. Hallandale Beach Blvd., Hallandale, FL 33009, or such other place as Holder may designate in writing from time to time, in lawful money of the United States of America, the principal amount of |
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| January 9, 2003 |
CONSULTING AGREEMENT - THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective as of November 22, 2002 (the "Effective Date") by and between MARC DOUGLAS, (the "Consultant"), and TMI HOLDINGS, INC. |
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| January 9, 2003 |
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): DECEMBER 18, 2002 TMI HOLDINGS, INC. (Exact name of registrant as specified in its charter) FLORIDA 000-30011 65-0309540 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) |
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| January 9, 2003 |
STOCK PLEDGE AGREEMENT This Stock Pledge Agreement (the "Pledge Agreement") is made and entered into as of November 22, 2002, by and between MATTHEW P. |
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| January 9, 2003 |
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 7, 2002, by and among Matthew P. |
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| January 9, 2003 |
PROMISSORY NOTE $175,0000.00 Dated as of November 22, 2002 FOR VALUE RECEIVED, the undersigned, JOHN W. MEYERS and WILLIAM MICHAEL SESSIONS, and each of them, jointly and severally (collectively the "Maker"), hereby promises to pay to the order of MATTHEW P. DWYER, (the "Holder"), at 1410 Tuscany Way, Boynton Beach, FL 33435, or such other place as Holder may designate in writing from time to time |
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| January 9, 2003 |
FIRST RESTATED SECURITY AGREEMENT This First Restated Security Agreement is made as of the 16th day of December, 2002 by and between John W. |
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| January 9, 2003 |
ESCROW AGREEMENT ESCROW AGREEMENT, dated as of November 22, 2002, by and between Matthew P. |
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| January 9, 2003 |
SECURITIES ASSIGNMENT AND CANCELLATION AGREEMENT THIS SECURITIES ASSIGNMENT AND CANCELLATION AGREEMENT (this "Agreement") is made and entered into as of November 22, 2002 by and among TMI Holdings, Inc. |
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| December 19, 2002 |
- OMB APPROVAL - OMB Number: 3235-0145 Expires: November 30, 2002 Estimated average burden hours per response 0. |
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| December 19, 2002 |
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 7, 2002, by and among Matthew P. |
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| December 19, 2002 |
SECURITY AGREEMENT This Security Agreement is made as of the 22nd day of November, 2002 by and between John W. |
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| December 19, 2002 |
STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of November 7, 2002, by and among Matthew P. |
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| December 19, 2002 |
SECURITY AGREEMENT This Security Agreement is made as of the 22nd day of November, 2002 by and between John W. |
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| December 19, 2002 |
PROMISSORY NOTE $175,0000.00 Dated as of November 22, 2002 FOR VALUE RECEIVED, the undersigned, JOHN W. MEYERS and WILLIAM MICHAEL SESSIONS, and each of them, jointly and severally (collectively the "Maker"), hereby promises to pay to the order of MATTHEW P. DWYER, (the "Holder"), at 1410 Tuscany Way, Boynton Beach, FL 33435, or such other place as Holder may designate in writing from time to time |
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| December 19, 2002 |
- OMB APPROVAL - OMB Number: 3235-0145 Expires: November 30, 2002 Estimated average burden hours per response 0. |
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| December 19, 2002 |
PROMISSORY NOTE $175,0000.00 Dated as of November 22, 2002 FOR VALUE RECEIVED, the undersigned, JOHN W. MEYERS and WILLIAM MICHAEL SESSIONS, and each of them, jointly and severally (collectively the "Maker"), hereby promises to pay to the order of MATTHEW P. DWYER, (the "Holder"), at 1410 Tuscany Way, Boynton Beach, FL 33435, or such other place as Holder may designate in writing from time to time |
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| November 18, 2002 |
STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350 EXHIBIT 99.2 EXHIBIT 99.2 - STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB of TMI Holdings, Inc. (the "Company") for the quarter ended September 29, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay M. Haft, Chairman of the B |
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| November 18, 2002 |
STOCK PURCHASE AGREEMENT DATED 10-28-2002 EXHIBIT 99.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 28, 2002, by and among Marc Douglas ("Seller") and Matthew P. Dwyer ("Buyer"). RECITALS A. Seller is the holder of 250,000 outstanding shares of Series A Preferred Stock (the "Shares"), representing all of the outstanding shares of preferred stock of all classes of TMI Hold |
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| November 18, 2002 |
COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11.1 TMI HOLDINGS, INC. (FORMERLY THRIFT MANAGEMENT, INC.) EXHIBIT 11.1 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net (loss) per share: Three Months Ended Nine Months Ended - - September 29, 2002 September 30, 2001 September 29, 2002 September 30, 2001 - - - - Numerator: (Loss) before extraordinary gain $ (20,921) $ |
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| November 18, 2002 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB e10qsb Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 TMI HOLDING |
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| November 14, 2002 |
TMI HOLDINGS, INC. FORM NT 10-Q 09/29/02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 000-30011 - (Check One):[ ]Form 10-K and Form 10-KSB [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q and Form 10-QSB [ ]Form N-SAR For Period Ended: September 29, 2002 - [ ] Transition Report on Form 10-K and Form 10-KSB [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q and Form 10-QSB [ ] Transition Report on Form N-SAR For the Transition Period Ended: - Read Attached Instruction Sheet Before Preparing Form. |
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| November 7, 2002 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER TMI HOLDINGS, INC. (Exact name of registrant as specified in its corporate charter) FLORIDA 000-30011 65-0309540 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number |
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| August 14, 2002 |
FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 TMI HOLDINGS, INC. - (Exact Name of Small |
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| August 14, 2002 |
TMI HOLDINGS, INC. (FORMERLY THRIFT MANAGEMENT, INC.) EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net income (loss) per share: Three Months Ended Six Months Ended - - June 30, 2002 July 1, 2001 June 30, 2002 July 1, 2001 - - - - Numerator: (Loss) before extraordinary gain $ (25,313) $ (179,331) $ (38,769) $ (281,768 |
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| August 14, 2002 |
EXHIBIT 99.1 - STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB of TMI Holdings, Inc. (the "Company") for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay M. Haft, Chairman of the Board of Directors |
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| May 15, 2002 |
TMI HOLDINGS, INC. (FORMERLY THRIFT MANAGEMENT, INC.) EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net income per share THREE MONTHS ENDED - MARCH 31, APRIL 1, 2002 2001 - - Numerator: Net (loss) before extraordinary gain $ (13,456) $ (102,437) Extraordinary gain on debenture settlement - 408,552 - - Net (loss) incom |
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| May 15, 2002 |
FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 TMI HOLDINGS, INC. - (Exact Name of Smal |
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| April 1, 2002 |
U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30011 TMI HOLDINGS, INC. (FORMERLY THRI |
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| April 1, 2002 |
EXHIBIT 11 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net (loss) per share: Fiscal - 2001 2000 - - Numerator: (Loss) before extraordinary gain $ (509,796) $(1,817,196) Extraordinary gain on debenture settlement 408,552 - - - Net (loss) $ (101,244) $(1,817,196) =========== =========== Denominator: Denominator for basic loss per |
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| April 1, 2002 |
EXHIBIT 10.6 PROMISSORY NOTE U.S. $1,175,000 Dated as of August 27, 2001 FOR VALUE RECEIVED, Thrift Ventures Inc., a Florida corporation ("Purchaser"), hereby promises to pay to the order of Thrift Management, Inc., a Florida corporation ("Seller"), the total principal sum of One Million One Hundred Seventy-Five Thousand Dollars ($1,175,000), together with interest thereon as hereinafter provided. |
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| February 14, 2002 |
TMI HOLDINGS, INC. (FORMERLY THRIFT MANAGEMENT, INC.) EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net (loss) per share: Three Months Ended Nine Months Ended - - September 30, September 24, September 30, September 24, 2001 2000 2001 2000 - - - - Numerator: (Loss) before extraordinary gain $ (191,532) $ (505,152) $ (4 |
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| February 14, 2002 |
FORM 10-QSB/A AMENDMENT NO. 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 TMI HOLDINGS, INC. |
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| November 14, 2001 |
FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 TMI HOLDINGS, INC. - (Exact Name of |
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| November 14, 2001 |
TMI HOLDINGS, INC. (FORMERLY THRIFT MANAGEMENT, INC.) EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended - - September 30, September 24, September 30, September 24, 2001 2000 2001 2000 - - - - Numerator: Income (loss) before extraordinary gain $ 194,057 $ (5 |
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| August 15, 2001 |
1 THRIFT MANAGEMENT, INC. AND SUBSIDIARIES EXHIBIT 11.1 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net income (loss) per share: THREE MONTHS ENDED SIX MONTHS ENDED - - JULY 1, JUNE 25, JULY 1, JUNE 25, 2001 2000 2001 2000 - - - - Numerator: Net (loss) before extraordinary gain $ (179,331) $ (700,267) $ (281,768) $ (960,281) E |
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| August 15, 2001 |
1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JULY 1, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 THRIFT MANAGEMENT, INC. (Exact Name of S |
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| August 15, 2001 |
1 THRIFT MANAGEMENT, INC. AND SUBSIDIARIES Exhibit 10.1 - PURCHASE AGREEMENT DATED JUNE 22, 2001, BETWEEN THRIFT MANAGEMENT, INC. AND THRIFT VENTURES INC. 2 PURCHASE AGREEMENT BETWEEN THRIFT MANAGEMENT, INC. AND THRIFT VENTURES INC. 3 TABLE OF CONTENTS PAGE NO. - ARTICLE I SALE OF ASSETS.............................................................................1 1.1 Sale of Acquired Assets...... |
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| July 16, 2001 |
THRIFT MANAGEMENT, INC. 8/13/2001 1 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 THRIFT MANAGEMENT, INC. |
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| May 16, 2001 |
1 EXHIBIT 11 THRIFT MANAGEMENT, INC. AND SUBSIDIARIES EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS THE FOLLOWING TABLE PRESENTS THE COMPUTATION OF BASIC AND DILUTED LOSSES PER SHARE: THREE MONTHS ENDED - APRIL 1, MARCH 26, 2001 2000 - - Numerator: Net (loss) before extraordinary gain $ (102,437) $ (260,014) Extraordinary gain on debenture settlement 408,552 - - - Net income (loss) |
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| May 16, 2001 |
1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended APRIL 1, 2001 [ ] TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 - THRIFT MANAGEMENT, INC. - (Exact |
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| April 2, 2001 |
1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-30011 THRIFT MANAGEMENT, INC. - (Name |
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| April 2, 2001 |
1 EXHIBIT 10.8 AMENDED AND RESTATED PROMISSORY NOTE $155,000 Effective as of May 30, 2000 For value received, the undersigned, Marc Douglas, ("Borrower"), promises to pay to the order of Thrift Management, Inc. ("Lender"), the principal sum of One Hundred, Fifty-Five Thousand ($155,000) or so much thereof as may be advanced from time to time by the Lender in lawful money of the United States of Am |
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| April 2, 2001 |
1 EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of this 28th day of November, 2000, between THRIFT MANAGEMENT, INC., a Florida corporation (the "Company"), and MARC DOUGLAS (the "Executive"). W I T N E S S E T H: WHEREAS, the Executive currently serves as the President and Chief Executive Officer of the Company; WHEREAS, the Board of Direc |
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| February 27, 2001 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 THRIFT MANAGEMENT, INC. - - (Name of Issuer) COMMON STOCK - - (Title of Class of Securities) 885846105 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this co |
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| November 8, 2000 |
1 Exhibit 10.1 AMENDED AND RESTATED PROMISSORY NOTE $155,000 Effective as of May 30, 2000 For value received, the undersigned, Marc Douglas, ("Borrower"), promises to pay to the order of Thrift Management, Inc. ("Lender"), the principal sum of One Hundred, Fifty-Five Thousand ($155,000) or so much thereof as may be advanced from time to time by the Lender in lawful money of the United States of Am |
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| November 8, 2000 |
1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 000-30011 - THRIFT MANAGEMENT, |
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| November 8, 2000 |
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF THRIFT MANAGEMENT, INC. |
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| November 8, 2000 |
1 EXHIBIT 11 THRIFT MANAGEMENT, INC. AND SUBSIDIARIES EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted losses per share: Three Months Ended Nine Months Ended - - September 24, September 26, September 24, September 26, 2000 1999 2000 1999 - - - - Numerator: Net (loss) $ (505,152) $ (196,235) $(1,465,434) $ (334,449) - - - |
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| August 9, 2000 |
1 THRIFT MANAGEMENT, INC. AND SUBSIDIARIES EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS THE FOLLOWING TABLE PRESENTS THE COMPUTATION OF BASIC AND DILUTED LOSSES PER SHARE: THREE MONTHS ENDED SIX MONTHS ENDED - - JUNE 25, JUNE 27, JUNE 25, JUNE 27, 2000 1999 2000 1999 - - - - Numerator: Net (loss) $ (700,267) $ (75,073) $ (960,281) $ (138,213) - - - - Denominator: Denominator for ba |
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| August 9, 2000 |
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF THRIFT MANAGEMENT, INC. |
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| August 9, 2000 |
THRIFT MANAGEMENT INC. 10QSB DATED 06/25/00 1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 25, 2000 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 THRIFT MANAGEMENT, INC. - - (Exact Name o |
