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 ACT OF 1934, AS AMENDED.
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 29, 2003
COACH INDUSTRIES GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-19471 91-1942841
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
9600 W. SAMPLE ROAD, SUITE 505, CORAL SPRINGS, FLORIDA 33065
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 531-1174
--------------
SearchHound.com, Inc.
12817 Woodson,
Overland Park, Kansas 66209
(Former name or former address, if changed since last report)
Copies of all communications, including all communications sent to the agent for
service, should be sent to:
Joseph I. Emas, Attorney at Law
1224 Washington Avenue
Miami Beach, Florida 33139
Telephone: 305.531.1174
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 29, 2003, we completed our acquisition of Commercial Transportation
Manufacturing Corporation, a New York corporation, pursuant to an Agreement and
Plan of Merger. As part of the consideration for this acquisition, three million
shares of our common stock will be issued to Elm Street Partners. Upon receipt
of the three million shares of our common stock, Elm Street Partners will hold
the 48.5% of our issued and outstanding shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 29, 2003, we completed our acquisition of Commercial Transportation
Manufacturing Corporation, a New York corporation, pursuant to an Agreement and
Plan of Merger, the form of which is attached as Exhibit 2.1 hereto. At the
effective time of the merger, September 1, 2003, Commercial Transportation
Manufacturing Corporation will be merged with and into our wholly owned
subsidiary, Coach Acquisition Sub, Inc., with Coach Acquisition Sub, Inc., being
the surviving entity in the merger.
All of the outstanding shares of Commercial Transportation Manufacturing
Corporation common stock shall be converted by virtue of the merger at the
Closing Date on September 1, 2003 into an equal number of shares of Coach
Acquisition Sub, Inc. common stock (the "Merger Securities"). On or before the
Closing Date on September 1, 2003, each Shareholder of Commercial Transportation
Manufacturing Corporation shall surrender their outstanding shares of Commercial
Transportation Manufacturing Corporation common stock existing immediately prior
to the Closing Date on September 1, 2003. Until so surrendered, any outstanding
certificates or other documentation which, prior to the Closing Date on
September 1, 2003, represented outstanding shares of Commercial Transportation
Manufacturing Corporation common stock, shall be deemed for all corporate
purposes to be surrendered. Upon such surrender, shares of Commercial
Transportation Manufacturing Corporation common stock so surrendered shall no
longer be outstanding and shall automatically be canceled and retired and shall
cease to exist. All of the Merger Securities shall be converted by virtue of the
merger immediately after the Closing Date on September 1, 2003 into, in the
aggregate, shares of our common stock and shall be retired. The separate
existence and corporate organization of Coach Acquisition Sub, Inc., except
insofar as it may be continued by statute, shall cease immediately after the
Closing Date on September 1, 2003. As part of the consideration for this
acquisition, three million shares of our common stock will be issued to Elm
Street Partners. Upon receipt of the three million shares of our common stock,
Elm Street Partners will hold the 48.5% of our issued and outstanding shares.
The foregoing description of the Agreement and Plan of Merger is qualified in
its entirety by reference to the Agreement and Plan of Merger, the form of which
is attached as Exhibit 2.1 hereto and incorporated herein by reference.
This report contains forward-looking statements as the term is defined in the
Private Securities Litigation Reform Act of 1995. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may", "will",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors. Therefore, actual outcomes
and results may differ materially from what is expressed or forecast in such
forward-looking statements. For a list and descriptions of such risks and
uncertainties, see the reports filed by us with the Securities and Exchange
Commission.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
The financial statements required by this Item 7(a) will be filed by amendment
to this Form 8-K within the period permitted by Item 7(a)(4) of Form 8-K.
(b) Pro Forma financial information
The pro forma financial information required by this Item 7(b) will be filed by
amendment to this Form 8-K within the period permitted by Item 7(a)(4) of Form
8-K.
(c) Exhibits
Exhibits Description
2.1 Agreement and Plan of Merger by and between
Commercial Transportation Manufacturing Corporation,
Coach Acquisition Sub, Inc. and Coach Industries
Group, Inc., dated August 29, 2003.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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.
Dated: August 29, 2003 Coach Industries Group, Inc.
------------------- ----------------------------
(Registrant)
/s/ Francis O'Donnell
----------------------------
Francis O'Donnell, sole Director