Tomahawk Industries Inc. and Sparta Commercial Services, LLC Announce Agreement and Plan of Reorganization
NEW YORK, March 2 -- Tomahawk Industries, Inc., an Over the Counter Bulletin Board company (BULLETIN BOARD: TMHK) and Sparta Commercial Services, LLC, a Delaware limited liability company, have announced that they have entered into an Agreement and Plan of Reorganization, dated as of February 27, 2004.
The structure of the transaction, typically viewed as a reverse acquisition, involved Tomahawk acquiring 100% of the membership interests of Sparta in exchange for 91.75% of the shares of Tomahawk. Anthony Havens, the managing member of Sparta, became the Chairman and President of Tomahawk, and the former officers and directors of Tomahawk have resigned.
According to Anthony Havens, managing member of Sparta: "This transaction with a public company will allow us to grow and have access to capital markets that were not available to us as a limited liability company. We are excited about our growth prospects and potential for expansion of our business."
About Tomahawk
Until February 27, 2004, Tomahawk was effectively a "shell corporation" with no operations, assets or liabilities since its fiscal year ending April 30, 1988. Its business plan was to complete a business acquisition transaction.
About Sparta
Sparta Commercial Services, LLC is a Delaware limited liability company, founded in 2001 for the purpose of capitalizing on the growth of the motorcycle industry, and, in particular, the opportunities in the financial services sector of that industry. Sparta had no significant active business operations prior to the acquisition. Sparta will need to obtain a bank credit line or similar financing prior to actively conducting substantive business operations.
Sparta's primary focus will be to act as an originator and indirect lender for retail installment loan and lease financing for the purchase or lease of new and used motorcycles (specifically 500cc and higher) and utility-oriented 4-stroke all terrain vehicles (ATVs). Sparta's business plan is intended to fill a void in the retail motorcycle industry for a full-service financial resource.
This press release contains certain forward-looking statements within the meaning of various provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Such statements are valid only as of today, and we disclaim any obligation to update this information. Statements, other than statements of historical facts, included in this press release that address future activities, events or developments, including such things as the successful completion of our proposed merger and the benefits expected to be derived therefrom, market acceptance, responses from competitors, business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of the Company's business and operations, plans, references to future success and other such matters, are forward-looking statements and are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. These statements are based on our current beliefs and expectations as to such future outcomes. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. Important factors that could cause actual results to differ materially from the forward-looking statements include general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by the Company; competitive actions by other companies; changes in laws or regulations; the progress of development and licensing/commercialization of the Company's technologies; and other factors, many of which are beyond the control of the Company. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.