Horizons Holdings International Corp (HZHI) company history: the story so far

History

A small shell company traded a failed music-studio merger for a Vavithis control deal, later held and dropped Arizona uranium options, and deregistered in 2009.

2005: A merger that failed

In March 2005 the company, then filing as OCG Technology, agreed to buy CenterStaging Musical Productions, which rented studio space and equipment to musicians. It would issue about 167,763 new Series F preferred shares, giving CenterStaging's former owners about 96% of the voting power. Before closing, it planned to hand its PrimeCare Systems shares, about 49,901,121, to existing shareholders as a dividend, and its directors and officers would resign.

Closing did not happen by July 31, and CenterStaging ended the agreement on August 1. The dividend plan was cancelled and PrimeCare withdrew its registration statement. CenterStaging had advanced $175,000, recorded as a promissory note due December 31, 2005. Later filings do not say what became of it.

2005-2006: Vavithis takes control

On December 19, 2005 the company agreed to sell about 147,569 Series F preferred shares to Bobby Vavithis, for $495,000 in the filing text, although the attached agreement says $450,000. The deal was meant to move the company toward oil and gas exploration, with Vavithis to contribute interests in two Alberta prospects, Redearth and Pembina Nisku Reef, plus drilling cash, by February 15, 2006. It closed on December 31, 2005 and gave him about 95.5% control.

A new PrimeCare distribution, about 69,901,121 shares to holders of record December 29, 2005, was still awaiting a registration statement or exemption, so receipt was unconfirmed. The incoming president declined the job, and Kevin Polis became interim president. The January 2006 filing did not mention the Alberta interests.

2006-2009: Uranium and exit

The record is thin here. By then called UraniumCore Company, it held an option dated June 12, 2006 from Rodinia Minerals on four Arizona properties: Suckerite, Pendleton Mesa, Coon Creek and Oak Creek. On October 5, 2007 the two agreed to cancel it. UraniumCore gave up any right to earn an interest, and Rodinia would return the shares it had received for cancellation. No reason or share number was given.

On August 21, 2009, now Horizons Holdings International Corp, the company deregistered its securities, ending its duty to file reports with the SEC.

Written from the 6 story beats below (2005 to 21 Aug 2009), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2009

21 Aug
Horizons Holdings International Corp deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice

2007

5 Oct
UraniumCore and Rodinia Minerals Inc. agreed on October 5, 2007 to cancel the June 12, 2006 option agreement covering four Arizona properties (Suckerite, Pendleton Mesa, Coon Creek and Oak Creek). UraniumCore gives up any right to earn an interest in them, and Rodinia will submit the UraniumCore shares it received for cancellation. The filing does not say how many shares or why the deal ended.
material agreement termination

2006

9 Jan
The filing says the Vavithis share purchase closed on December 31, 2005: Bobby Vavithis bought about 147,569 Series F preferred shares, giving him about 95.5% control, and this resolves the December 2005 pending deal. The PrimeCare Systems distribution agreement was also reported, with about 69,901,121 PrimeCare shares to go to OCG holders of record December 29, 2005, but it is still subject to a PrimeCare registration statement (or an exemption) and the shares are held by a transfer agent until then, so receipt is not yet confirmed. Management changed: the intended new president, Kevin Tattersall, declined the role, and Seann Poli then named Kevin Polis interim president/director 'for custodial purposes' until a replacement is found. The filing does not mention the Alberta oil and gas interests, the purchase price, or the $175,000 CenterStaging note.
business combination

2005

21 Dec
On December 19, 2005 the company agreed to sell about 147,569 Series F preferred shares to Bobby Vavithis for $495,000 in the filing text (the attached agreement states $450,000, so the two figures differ), giving him about 95.5% control. He is to contribute, by February 15, 2006, a 100% working interest in the Redearth Prospect and a 20% working interest in the Pembina Nisku Reef Prospect in Alberta, Canada, plus drilling cash. Before closing, the company would distribute its PrimeCare shares (about 69,901,121) to holders of record December 29, 2005, and current directors and officers would resign. This replaces the terminated CenterStaging deal and would move the company toward oil and gas exploration; closing was expected around December 30, 2005.
material agreement
24 Aug
CenterStaging terminated the March 2005 merger agreement on August 1, 2005 because closing had not occurred by July 31, 2005. The PrimeCare dividend and the warrant exchange offer tied to it were also terminated, and PrimeCare withdrew its registration statement. The $175,000 that CenterStaging advanced to the company is evidenced by a promissory note payable December 31, 2005. This ends the deal announced in March.
material agreement termination
22 Mar
On March 16, 2005 the company agreed to acquire CenterStaging Musical Productions (studio and equipment rental and production services for musicians) by issuing about 167,763 new Series F preferred shares, which would give CenterStaging's former owners about 96% of the voting power. Before closing, the company would distribute its PrimeCare Systems shares to existing shareholders as a dividend (about 49,901,121 PrimeCare shares, one per OCG share held on the record date), and current directors and officers would resign. The filing leaves the expected closing timeline blank.
business combination