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)
September
12, 2007
____________________________
LANDBANK
GROUP, INC.
(Exact
name of Registrant as specified in its charter)
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DELAWARE
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000-52315
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20-1915083
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(State
of Other Jurisdiction Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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7030
HAYVENHURST AVE, VAN NUYS, CALIFORNIA 91406
(Address
of principal executive offices, including zip code)
(818)
464-1614
(Registrant's
telephone number, including area code)
N/A
(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 registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
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Item
1.02
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Termination
of a Material Definitive
Agreement
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ICR
Agreement
On
September 12, 2007, Landbank Group, Inc. (the “Company”) mutually agreed with
Investment Capital Researchers, Inc. (“ICR”) to terminate that certain Agreement
of Sale, dated August 1, 2005, as amended by a First Amendment dated June
27,
2006 and assigned in October 2006 (the “ICR Agreement”). Stephen
Weber, the sole stockholder and director of ICR is a former member of the
Board
of Directors of the Company.
Pursuant
to the ICR Agreement, ICR (1) assigned to the Company a developed business
opportunity to purchase, and then resell, tax lien and bulk sale real estate
properties, and (2) agreed to provide the Company with assistance with its
capital raise. As consideration therefor, ICR received 200,000 shares
of the Company’s common stock on June 30, 2006 and would have been entitled to
receive an additional 200,000 shares of the Company’s common stock upon the
achievement of specified capital raise milestones.
The
parties determined that it was in the mutual best interest of each party
to
terminate the ICR Agreement. Upon termination, all obligations of
each party were extinguished.
Consulting
Agreement
On
September 12, 2007, the Company mutually agreed with Aziz Munir and Ray Dirks
(the “Consultants”) to terminate that certain Consulting Agreement/Agreement of
Sale, dated August 22, 2005, as amended by a First Amendment dated May 4,
2006
(the “Consulting Agreement”). Neither Consultant has a material
relationship with the Company other than in respect of the Consulting
Agreement.
Pursuant
to the Consulting Agreement, the Consultants (1) assisted the Company in
locating a publicly-traded shell company and negotiating its merger with
Landbank Group, LLC and (2) agreed to assist the Company in its capital
raise. As consideration therefor, each of the Consultants
received 200,000 shares of the Company's common stock on June 30, 2006 and
each would have been entitled to receive an additional 200,000 shares of
the Company’s common stock upon the achievement of specified capital raise
milestones.
The
parties determined that it was in the mutual best interest of each party
to
terminate the Consulting Agreement. Upon termination, all obligations
of each party were extinguished.
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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LANDBANK
GROUP, INC.
(Registrant)
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Dated:
September
18, 2007
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By:
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/s/ John
Genesi |
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John
Genesi |
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Chief
Financial Officer |
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