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 28, 2008
KORE HOLDINGS,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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000-28555
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86-0960464
|
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
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10800 Balantre Lane,
Potomac, Maryland 20854
(Address
of principal executive offices)(Zip Code)
(202)
355-5600
(Registrant’s
telephone number, including area code)
4845 Rugby Ave, Bethesda,
Maryland 20814
(Former
name or former address, if changed 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 Instruction A.2. below):
[
] Written communication 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 Material Definitive Agreement
On
December 28, 2008, the Company entered into a memorandum of understanding
wherein the Company agreed to convey and transfer all of its wind-related assets
held by Arcadian Renewable Power, Inc. (“Arcadian”), a Delaware corporation, and
a wholly owned subsidiary of the Company to Jet Stream Voltage, Inc., a Delaware
corporation in exchange for a twenty per cent stake in the preferred and common
stock of Jet Stream Voltage, Inc.
The
memorandum of understanding calls for transfer and assignment of 2,000 shares of
preferred and 2,000 shares of common stock in Jet Stream Voltage, Inc. to Kore
Holdings, Inc. for its conditional transfer and assignment to Jet Stream of
Kore’s wind-related assets within Arcadian Power.
The
memorandum of understanding and assignment of Kore assets are attached as
exhibits.
(c)
Exhibits
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Exhibit
No.
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Description
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99.1
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99.2
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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.
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KORE
HOLDINGS, INC.
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Dated:
April 20, 2009
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By:
/s/ Robert
Rood
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Robert Rood
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Title:
President and Chief Executive
Officer
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