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 Event Requiring Report: January 31, 2006
SATELLITE NEWSPAPERS CORP.
(Exact name of Registrant as Specified in Its Charter)
Nevada 000-26607 88-0390828
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2140 South Dixie Highway 303, Miami, Florida 33133
(Address of principal executive offices) (zip code)
(305) 858-1494
(Registrant's telephone number, including area code)
(Former name or former address, if changes since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
/_/ Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/_/ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/_/ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/_/ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On November 30, 2005, Satellite Newspapers Corp. (the "Company") entered into a
Share Sale and Purchase Agreement whereby the Company agreed to purchase all of
the outstanding securities of Lapre, Van Dreven & Hoog Antink ("LVDH") from EMM
Group BV ("EMM"). In consideration for all of the shares of LVDH, the Company
issued EMM 35,000,000 shares of common stock valued at $0.23 per share and a
warrant to purchase 10,000,000 shares of common stock at an exercise price of
$0.10 per share for a period of two years.
On January 31, 2006, the Company and EMM entered into a Cancellation of Share
Sale and Purchase Agreement and Amendment No. 1 to Share Sale and Purchase
Agreement pursuant to which the acquisition of LVDH by the Company was
terminated. The shares of common stock and the common stock purchase warrant
previously issued to EMM were cancelled.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Index of Exhibits.
Exhibit
Number Description
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10.1 Cancellation of Share Sale and Purchase Agreement and
Amendment No. 1 to Share Sale and Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 6, 2006
Satellite Enterprises Corp.
/s/ Jerri L. Palmer
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Jerri L. Palmer, CEO