Amendment No. 1 to Form 8-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 TO 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
5, 2006
COMPREHENSIVE
HEALTHCARE SOLUTIONS, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE
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0-26715
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58-0962699
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(STATE
OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION)
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(COMMISSION
FILE NO.)
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(IRS
EMPLOYEE IDENTIFICATION
NO.)
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45
LUDLOW STREET, SUITE 602
YONKERS,
NEW YORK 10705
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
(914)
375-7591
(ISSUER
TELEPHONE NUMBER)
FORWARD
LOOKING STATEMENTS
This
Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of,
and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements
to
actual results.
ITEM
2.01 Completion of Acquisition or Disposition of Assets
On
December 5, 2006, the Company entered into an agreement with Comprehensive
Associates, LLC (“Associates”) whereby certain assets of the Company were
transferred to Associates. These assets include, but are not limited to,
all of
the Company’s right, title, and interest, in, to, and under a Marketing
Affiliation Agreement with Alliance Heathcard, Inc. Based upon same, at
this
time, Associates is operating the medical discount card business which
the
Company had been operating in the past. As consideration for the assignment
of
assets, Associates agrees to cancel a $27,400 loan issued June 16, 2006,
and the
Company’s obligation to reimburse Associates for legal fees related to that loan
in the maximum amount of $20,188.75. In addition, Associates has agreed
to
cancel other portion of penalties, interest and fees to have the total
consideration equal $75,000 as well as assuming any liabilities which were
generated as a part of the Marketing Affiliation Agreement. In further
consideration for the Transfer, Associates has extended the repayment period
for
the $235,000 loan issued August 19, 2005 until May 5, 2007. Although this
agreement has been executed by the parties, all conditions have not been
met at
this time since Alliance Healthcard, Inc. has not consented to the assignment.
At such time as Alliance consents to the assignment, this transaction will
be
consummated.
On
January 3, 2007, the Company entered into an agreement to convey the Company’s
interest in Accutone, Inc. (“Accutone”), to Larry A. Brand (“Brand”) in
consideration for the cancellation of a $218,500 loan issued by Brand on June
6,
2006 and accrued interest on the loan. Accutone is a Pennsylvania corporation
in
the business of selling hearing aid products. The Company owns all of the issued
and outstanding shares of stock of Accutone. Accutone has been minimally
profitable in its operations within the last five years, its balance sheet
does
not reflect a positive liquidation value, and the shares of stock of Accutone
have no realizable value for the Corporation, as there is no viable market
for
its stock in light of its history. Brand has been active in the business of
hearing aid manufacturing and marketing and was a participant in the creation
of
Accutone, and desires to take ownership of the business.
On
January 3, 2007, Accutone entered into an agreement with John Treglia. Pursuant
to that agreement, Mr. Treglia has agreed to take title to the stock of
Interstate Hearing Aid, Inc. (“Interstate”), Accutone’s wholly-owned subsidiary,
from Accutone upon the conveyance of the Accutone stock to Brand as set forth
above. Interstate is a Pennsylvania corporation, which is insolvent, and which
owes, among other obligations, in excess of $350,000 of which $200,000 to
$250,000 represents federal and state withholding taxes for the years 2001
through 2006.
To
date
we have not been able to raise additional funds through either debt or
equity
offerings. Without this additional cash we have been unable to pursue our
plan
of operations and we no longer believe that we will be able to raise the
necessary funds to continue to pursue our business operations. Since we
have not
been able to raise funds, have entered into the above transaction and we
have
ceased the pursuit of our business plan and are actively seek out and
investigating possible business opportunities with the intent to acquire
or
merge with one or more business ventures. We are currently in discussions
with
and are in the process of doing the appropriate due diligence with approximately
four entities. We believe that based upon our initial review at least one
of
these entities should have the ability to enhance the overall financial
condition of the Company in both the near and long term as well as add
shareholder value. Please note that the filing of this Form 8K is late
based on
the dates of the agreements set forth above. However, the Company had previously
disclose such matters in its November 30, 2006 10QSB and wanted to finalize
all
divestitures prior to filing this 8K.
ITEM
5.02 Departure of Directors or Principal Officers
On
December 8, 2006, Dr. Frank Castanaro resigned as a member of the Board of
Directors of the Company to pursue other interests. Dr. Castanaro did not
resign
due to any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
ITEM
9.01 FINANCIAL STATEMENT AND EXHIBITS.
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(a)
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Financial
Statements of Business Acquired.
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(b)
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Pro
Forma Financial Information.
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(c)
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Exhibits.
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10.1
Agreement between the Company and Comprehensive Associates, LLC*
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10.2
Agreement between the Company and Larry Brand*
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10.3
Agreement between Accutone, Inc and John
Treglia*
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*
Filed
as an exhibit to the 8K filed with the SEC on February 2,
2007
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.
Comprehensive
Healthcare Solutions, Inc.
By:
/s/ John Treglia
JOHN
TREGLIA
CHIEF
EXECUTIVE OFFICER
Dated:
February 6, 2007