- Current report filing (8-K)
February 03 2009 - 6:17PM
Edgar (US Regulatory)
U.S.
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 14, 2009
XYNERGY
HOLDINGS, INC.
(Exact
name of registrant as specified in charter)
Nevada
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0-24798
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93-1123005
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(State
or jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation
or organization)
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identification
No.)
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4770
Biscayne Blvd, Suite 1480, Miami, Florida
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33137
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code
: (305)788-3658
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction 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
5.02 Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers.
On January
15, 2009, pursuant to the a written resolution of a majority of the outstanding
shareholders of the Company, Marc Walther was removed as Chief Executive Officer
and President of the Company and all other capacities for cause and Ronnie
Halperin was elected to serve as the Company’s sole director, president and
secretary.
Mr. Ronny
Halperin’s biography is as follows:
On
January 14, 2009, Ronny J. Halperin, age 60, was appointed as a director and
interim CEO of the company. Mr. Halperin has been licensed to practice law in
Florida since 1990 and has served as the company’s registered agent. Mr.
Halperin specializes in general corporate law, finance, mergers and acquisitions
and real estate. Mr. Halperin is the president of Ronny J. Halperin,
PA. Prior to that he was a partner at Kluger, Peretz, Kaplan & Berlin,
P.L. He graduated with a degree in finance from the University of Miami
and received his Juris Doctor from the University of Miami School of Law, where
he graduated cum laude and was an editor of the University of Miami Law
Review.
Item
8.01 Other Events
On
January 15, 2009, after notifying Walther of his removal for cause, the company,
filed with the Secretary of State of Nevada showing the removal of Walther and
his replacement, Ronny Halperin.
On
January 16, 2009 the company discovered that Walther, purporting to act as a
director, created Series B Convertible Preferred Stock, 250,000 to one voting
rights and without shareholders approval, issued it to himself and Rhonda
Windsor, his personal friend 45,000,000 shares each as reflected in filings
filed with the State of Nevada, one day after he was removed. The filing also
changed the address of the corporation. The company has not
moved
On
January 26, 2009 the Company filed a lawsuit in the Circuit Court of the 11
th
Judicial Circuit, in Miami-Dade County against the
former
CEO and director Marc
Walther. In part, the court has been requested to uphold the rights
of the majority shareholders to vote Walther out of office and to require
Walther to return all corporate documents and records that Walther improperly
and illegally removed from the corporate office. Further the court is
being asked for speedy determination as the removal of these documents which are
necessary for the corporation to conduct its business.
Item
9.01 Financial Statements and Exhibits
None
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
dully caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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XYNERGY
HOLDINGS, INC.
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Dated: Feburary
2, 2009
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By:
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/s/ Ronnie
Halperin
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Name:
Ronnie Halperin,
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Title:
Chief Executive Officer
President
& Director
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