UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) July 6, 2007
AIR
BROOK AIRPORT EXPRESS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
|
33-9218
|
22-2742564
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
| |
|
|
115
West Passaic Street,
Rochelle Park., New Jersey
|
07662
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(201)
843-6100
(Registrant's
Telephone Number, Including Area Code)
(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 the 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 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
The
Company and certain of its principal shareholders who own and control
approximately 51.16% of the issued and outstanding shares of Common Stock of
the
Company (the “Selling Shareholders”) and Lextra Management Group, Inc., a
Delaware corporation (“Purchaser”) entered into an Agreement (the “Agreement”)
dated as at June 26, 2007, pursuant to which, among other things, the Purchaser
would (a) acquire 1,165,397 shares of Company Common Stock (the “Shares”) from
the Selling Shareholders for $116,500.00, (b) acquire from Air Brook Limousine,
Inc. (“ABL”), one of the Selling Shareholders, an outstanding accounts
receivable due to ABL from the Company in the amount of $340,000.00; and (c)
pay
certain expenses in connection with the transaction in the amount of
$43,500.00.
Upon
consummation of the proposed transaction, the Purchaser would own 51.16 % of
the
issued and outstanding shares of Common Stock of the Company and may be deemed
in control of the Company.
ITEM
3.02 UNREGISTERED
SALES OF EQUITY SECURITIES
The
certificates representing the Shares to be transferred and delivered to the
Purchaser pursuant to the Agreement bear restrictive legends indicating that
the
underlying shares have not been registered under the Securities Act of 1933,
as
amended (the “Act”) and may not be sold without an effective registration
statement or by way of an exemption from registration under the
Act.
ITEM
5.01 CHANGES
IN CONTROL OF REGISTRANT.
See
response to Item 1.01
ITEM
5.02
Pursuant
to the Agreement, R. Thomas Kidd, Chief Executive Officer of Lextra would be
appointed as a Director of the Company effective as at the Closing of the
Agreement. Donald M. Petroski and Jeffrey M. Petroski, comprising the Directors
of the Company, agreed to tender their respective resignations as Directors
of
the Company, effective as at the Closing Date, which Closing would occur
promptly after the tenth day following the mailing to the stockholders of the
Company of an Information Statement that complies with the requirements of
Rule
14f-1 under the Securities Exchange Act of 1934. There was no disagreement
between the resigning directors and the Company at the time concerning the
resignations.
Resignation
and Appointment of Officers.
Donald
M.
Petroski will tender his resignation as President and Chief Financial Officer
of
the Company, and Jeffrey M. Petroski will tender his resignation as Treasurer
and Secretary of the Company, effective at the Closing.
Following
the resignations of Donald M. Petroski and Jeffrey M. Petroski as officers
of
the Company, the Board of Directors of the Company will elect Mr. R. Thomas
Kidd, as Chief Executive Officer of the Company. The Company and Mr. Kidd have
not entered into any oral or written arrangements with respect to the
compensation to be paid to Mr. Kidd for acting as a director or officer of
the
Company, nor as to the amount of time he is to devote to the duties and affairs
of the Company.
ITEM
9.01
- FINANCIAL STATEMENTS AND EXHIBITS
(c)
The
following exhibit is being filed herewith:
| Exhibit Number |
|
Description of Document |
| |
|
|
| Exhibit- 3 |
|
Agreement dated as at June 26, 2007
by and
among Air Brook Airport Express, Inc., Donald M. Petroski, Jeffrey
M.
Petroski, Barbara Petroski, Air Brook Limousine, Inc. and Lextra
Management Group, Inc. |
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 thereunto
duly authorized.
| Dated:
July 6,
2007 |
|
|
| |
Air
Brook
Airport Express, Inc. |
|
|
|
| |
By: |
Donald
M. Petroski |
| |
Donald
M. Petroski,
President |