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): March 1, 2007 (February 23,
2007)
|
CLEAR
CHOICE FINANCIAL, INC.
|
|
(Exact
Name of Registrant as Specified in its
Charter)
|
|
Nevada
|
|
000-52071
|
|
33-1080880
|
(State
or Other
Jurisdiction
of Incorporation)
|
|
|
|
(IRS
Employer Identification No.)
|
3231
S.
Country Club Way, Suite 102, Tempe, Arizona 85282
(Address
of principal executive offices) (Zip Code)
Registrant’s
Telephone Number, Including Area Code: (480) 820-9766
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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-
12)
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))
Item
1.01 Entry into a Material Definitive Agreement
Item
1.02 Termination of a Material Definitive Agreement
On
August
14, 2006, Clear Choice Financial, Inc. (the “Company”) entered into a Stock
Purchase Agreement with its former President, Mr. Stephen Luke, for the purchase
by the Company of 5,952,245 shares of the Company’s common stock held by Mr.
Luke (the “Shares”). The purchase price for the Shares was $2 million, which was
payable to Mr. Luke as follows: (a) $500,000 upon the initial closing, which
occurred on September 1, 2006, and (b) three successive $500,000 payments to
be
paid by the Company to Mr.
Luke
every 90 days thereafter, none of which were paid to Mr. Luke. In connection
with the Stock Purchase Agreement, Mr. Luke tendered his resignation from the
Company, effective immediately, and the Company and Mr. Luke delivered mutual
releases of any and all claims by either party against the other. Concurrent
with the execution of the Stock Purchase Agreement, the Company also entered
into a Stock Pledge Agreement between the Company and Mr. Luke, which granted
to
Mr. Luke a security interest in the Shares in order to secure the Company’s
payment obligations under the Stock Purchase Agreement. The Stock Pledge
Agreement contained standard terms and conditions for an agreement of its
kind.
On
February 16, 2007, Mr. Luke and the Company, along with certain other parties,
entered into a Settlement Agreement, cancelling the Stock Purchase Agreement
and
Stock Pledge Agreement. The Settlement Agreement provided for the return of
the
Shares to Mr. Luke and repayment to the Company of the $500,000 previously
paid
to Mr. Luke. All but 400,000 of the Shares were in turn sold to CCF
Restructuring, LLC (a company in which certain directors and officers of the
Company own membership interests), by Mr. Luke concurrently with the closing
of
the Settlement Agreement, which occurred on February 23, 2007. The Settlement
Agreement provides for mutual releases and indemnification of the parties.
Item
9.01 Financial Statements and Exhibits
| (c) |
Exhibits |
|
| |
99.1 |
Settlement
Agreement among Clear Choice Financial, Inc., Stephen and Katsura
Luke
and
certain other parties, dated February 16,
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.
| |
|
|
| Date:
March 1, 2007 |
CLEAR
CHOICE FINANCIAL, INC.
|
|
|
|
| |
By: |
/s/ Michael
Schifsky |
| |
Michael
Schifsky
|
| |
Chief
Financial
Officer |