SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2006
TASCO HOLDINGS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its Charter)
Commission File Number 0-32201
DELAWARE 33-0824714
(State of Incorporation) (I.R.S. Employer Identification No.)
23 Brigham Road, Worcester, MA 01609
(Address of Principal Executive Offices) (Zip Code)
(508) 755-0754
(Registrant's telephone number, including area code)
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:
[ ] 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 Exchange
Act (17 CFR 240.13e-4(c))
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this Current Report on Form 8-K regarding the proposed
transaction, the expected completion of the transaction, future financial and
operating results, benefits and synergies of the transaction, future
opportunities for the combined company and other statements about expectations,
beliefs, goals and plans constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements containing the
words "believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should be considered to be forward- looking statements. There are a
number of important factors that could cause actual results or events to differ
materially from those indicated by such forward-looking statements, including
the ability to consummate the proposed transaction due to the failure to obtain
stockholder approval or the failure to satisfy other conditions to the closing
of the proposed transaction, the ability to recognize the benefits of the
transaction, intense competition in Bio-Matrix Scientific Group's industry,
changes in government regulation, and other risks that are described in Tasco
Holdings International Incorporated's Annual Report on Form 10-K for the year
ended September 30, 2005, and its quarterly report on Form 10-Q for the quarter
ended March 31, 2006. In addition, any forward-looking statements represent
Tasco Holdings International Inc.'s estimates only as of today and should not be
relied upon as representing Tasco Holdings International Inc.'s estimates as of
any subsequent date. Tasco Holdings International Inc. disclaims any intention
or obligation to update any forward-looking statements as a result of
developments occurring after the date of this release, except as required by
law.
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 24, 2006, Tasco Holdings International Inc., a corporation formed under
the laws of the State of Delaware (the "Company"), and Bio-Matrix Scientific
Group, a Delaware Corporation ("Bio-Matrix Delaware" or "Parent") entered into a
non-binding letter of intent ("LOI") providing for the acquisition of all of the
outstanding common stock of Bio Matrix Scientific Group, a Nevada Corporation
("Bio-Matrix Nevada" or "Subsidiary") a wholly-owned subsidiary of Bio-Matrix
Delaware.
The LOI contemplates an acquisition under the terms of which the Company will
issue 10 million shares of its common stock to Bio-Matrix Delaware in
consideration for 100% of the stock of Bio-Matrix Nevada. The LOI also
contemplates the CEO of Company to enter into an agreement to cancel 10 million
common shares of Company stock registered in his name. Assuming the issuance of
10 million shares of common stock of the Company to Bio-Matrix Delaware and the
cancellation of 10 million shares currently registered to the Company's CEO, the
holders of the shares of the Company's common stock prior to the transaction
will retain approximately 22% of the equity of the Company subsequent to the
transaction.
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Consummation of the transaction is subject to a number of conditions, including:
* The execution of a definitive agreement
* Completion of satisfactory due diligence by both parties
* Definitive approval by the board of directors of the Company of the
Acquisition Agreement and all transactions and developments
contemplated thereby.
There can be no assurance that the transaction contemplated by the Acquisition
Agreement will be consummated on a timely basis, if at all.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
10.1 Letter of Intent, dated as of May 24, 2006, by and among Tasco Holdings
International Inc., and Bio-Matrix Scientific Group Inc., a Delaware
Corporation.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated May 26, 2006
TASCO HOLDINGS INTERNATIONAL INC.
/s/ John Lauring
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John Lauring
Chief Executive Officer
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