gerade zugeschlagen Merger ist komplett

On September 29, 2009, SARS Corporation (“SARS” or the “Company”) entered into an amendment (the “Amendment”) to its merger agreement (the “Agreement”) between its wholly owned subsidiary, FasTech Services, Inc., a Nevada corporation, and Environmental Insulation, Inc., ESDD, LLC, Alternatech, Inc., Swank Enterprises, Inc. d/b/a Art & Print, Inc., Associated Mechanical, Inc., and R.J. Power Plumbing & Heating Company, (collectively referred to, in prior Form 8-Ks, as “Associated Mechanical”), as filed in the Company’s Form 8-K filed June 3, 2009 and July 9, 2009. The Amendment strikes the requirement that the parties successfully complete financing, as detailed primarily in Section 1.01(a) of the Agreement, as a condition subsequent to the completion of the Agreement. Associated Mechanical is therefore considered to be merged into, and a part of, FasTech Services, Inc., and a wholly owned subsidiary of SARS, thereby completing the merger.

Hummel

Current report filing (8-K)




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 29, 2009


SARS CORPORATION


(Exact name of registrant as specified in its charter)


Nevada

000-51046

33-0677545
(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)


2462 Washington Road
Washington, IL 61571
(Address of principal executive offices)(Zip Code)



Registrant’s telephone number, including area code: (309) 427-5961









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:


 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.01 Completion of Acquisition or Disposition of Assets.


On September 29, 2009, SARS Corporation (“SARS” or the “Company”) entered into an amendment (the “Amendment”) to its merger agreement (the “Agreement”) between its wholly owned subsidiary, FasTech Services, Inc., a Nevada corporation, and Environmental Insulation, Inc., ESDD, LLC, Alternatech, Inc., Swank Enterprises, Inc. d/b/a Art & Print, Inc., Associated Mechanical, Inc., and R.J. Power Plumbing & Heating Company, (collectively referred to, in prior Form 8-Ks, as “Associated Mechanical”), as filed in the Company’s Form 8-K filed June 3, 2009 and July 9, 2009. The Amendment strikes the requirement that the parties successfully complete financing, as detailed primarily in Section 1.01(a) of the Agreement, as a condition subsequent to the completion of the Agreement. Associated Mechanical is therefore considered to be merged into, and a part of, FasTech Services, Inc., and a wholly owned subsidiary of SARS, thereby completing the merger.


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On October 1, the Board of Directors of SARS (the “Board”) appointed Alan Chaffee as Chief Financial Officer of the Company. Mr.

Chaffee has over 15 years of professional experience in public accounting and private industry, and has previously acted as Chief Financial Officer for SARS. Mr. Chaffee is a CPA and, since 2002, has been the Managing Partner at Goff Chaffee Geddes, PLLC (“GCG”), a CFO consulting firm. As a CFO consultant, Mr. Chaffee has assisted development stage companies make the transition to public companies. He has also assisted billion dollar companies in meeting their SEC reporting and Sarbanes-Oxley requirements. Prior to joining GCG, Mr. Chaffee held positions as both CFO and COO for middle market aerospace companies. In 1992, Mr. Chaffee earned a BS in Business and Accounting from the University of Oregon.



To the extent that any information called for in Item 404(a) of Regulation S-B is required pursuant to this appointment, no such information exists.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits .



Exhibit 10.3

Merger Agreement

Incorporated by reference in the Company’s Form 8-K filed June 3, 2009

Exhibit 10.5 Amendment to Merger Agreement
Incorporated by reference in the Company’s Form 8-K filed July 9, 2009

Exhibit 10.6

Amendment to Merger Agreement

Filed Herewith



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: October 1, 2009

SARS Corporation

http://ih.advfn.com/...chart&s=NO^SARO&p=0&t=19&vol=1

Gruß, Hummel

SARS Completes Acquisition of Installation and Monitoring Businesses
SEATTLE, July 17, 2009 (GLOBE NEWSWIRE) -- SARS (the "Company") (Pink Sheets:SARO - News) announces the closing of a merger between the Company's U.S.-based monitoring and management services business and an Illinois-based conglomerate specializing in mechanical and electrical construction, energy infrastructure, facility installation, service and design (announced June 3, 2009). The companies acquired include Environmental Insulation, Inc., ESDD, LLC, Alternatech, Inc., Swank Enterprises, Inc. d/b/a Art & Print, Inc., Associated Mechanical, Inc. and R.J. Power Plumbing & Heating Company (collectively referred as "Associated Mechanical") through a merger between each of the individual entities and FasTech Services, Inc. ("FasTech Services"), a newly formed, wholly owned subsidiary of SARS. SARS and Associated Mechanical amended the original merger agreement to extend the closing date to July 8, 2009 and adjusted the contemplated share distribution of SARS' common stock to Associated Mechanical to 60%.

Resulting from the merger is a new, multi-million dollar operating company with expected combined annual revenues of approximately $35,000,000. The Company will offer facilities systems monitoring controls in addition to building automation for commercial spaces. By focusing on advanced systems-management technology and comprehensive construction services, the combined companies will be capable of providing customers with continuous and up to the minute reports on critical heating, air, electrical, and security systems for buildings of virtually any size.

Said Frank Bonadio, incoming Chief Executive Officer of SARS: "We're eager to combine the Company's existing technological capabilities and expertise with the newly acquired products and services. Our ability to offer a complete suite of internal building controls and services to our customers will have a dramatic impact on the expansion of our business." Geoff Meagher, SARS' interim Chief Executive Officer stated, "We're eager to take this new opportunity to enter a new marketplace in order to broaden our reach and expand the application of remote asset management and monitoring technology."

SARS has undertaken the initial steps to change its name to FasTech Holdings, Inc. The Company expects the effective date of the name change to be approximately 30 days from this release.





Swank Enterprises, a conglomerate of Illinois Corporations, has recently reorganized as FasTech Services, Inc. (“FasTech Services” or the “Company”, a Nevada-based corporation and wholly-owned subsidiary of SARS Corporation) is a mechanical and electrical construction, energy infrastructure, and facilities services company. Its service businesses revolve around the installation of industrial, residential and commercial heating, ventilation, and air-conditioning (“HVAC”) systems, as well as plumbing, piping and necessary fixtures. More specifically, FasTech designs, installs, and services innovative systems that create comfortable, efficient environments and facilitate the use of systems automation for commercial spaces used by various industries. Additionally, FasTech’s systems technology creates the ability to track, monitor, and control building environments from off-site locations via web-based servers and both proprietary and open-source software tools.

FasTech Services’ founding operation dates to 1914, and it has grown from a number of small, family-owned enterprises into a larger, integrated group of businesses offering quality systems and service to local, regional, and national building owners, operators, and developers. The Company currently functions with multiple operating divisions, and each “HVAC” division provides any and all of the Company’s available services to customers.

Fastech Services is a mechanical and electrical construction, energy infrastructure, and facilities services company, with additional expertise in process piping and sheet metal fabrication. We design, install, and service innovative systems to create comfortable, efficient environments and facilitate the use of systems automation and controls monitoring in commercial spaces. Additionally, we offer software solutions that enable building owners and management companies to manage the "control" assets remotely.

FasTech creates integrated HVAC solutions that reduce energy consumption and greenhouse gases while increasing operating efficiencies. Benefits of FasTech systems include reduced operating costs, preserved system investments, increased equipment life, lowered maintenance costs, rapid problem identification, and improved operating efficiency.



Hummel

Companies Owned by FasTech Services, Inc.




Alternatech, Inc.  www.alternatech.net
Alternatech, Inc. is a Peoria Area based firm that has spent the past 15 years providing top quality professional service and support to its clients throughout the U.S. and Canada. Our focus has been superior support for all IT needs, network, hardware, software, and training, for clients utilizing any of our many software applications. Through our network department we have made available this same superior support to all customers, large or small, desiring professional and prompt computer/network service, regardless of their core software applications.

Art & Print, Inc.  www.artandprintinc.com
We are more than your average commercial printing company, we offer a full service graphic design department, direct mailing services, and systematic literature fulfillment opportunity. Our 100+ years experience as a commercial printing company enables Art & Print, Inc. to improve printing processes to benefit your bottom line. These processes use "True Digital Production," the latest software and technology, as well as letterpress and traditional offset printing technologies to achieve better results for your print materials. These improved results come from reduced printing costs or superior printed materials.

Associated Mechanical, Inc.  www.associatedmech.com
Associated Mechanical, Inc. was founded in 1983. Since that time, AMI has continuously served the Central Illinois area. AMI is conveniently headquartered in central Illinois allowing us to service companies across the state of Illinois. Providing new installation and service for all types of plumbing, heating, air conditioning, and general piping systems, AMI has been the solution for a wide range of customers, including commercial, industrial and residential for more than 23 years. Their 24-hour service has assisted in scoring them many new clients, as well as maintaining their list of satisfied, repeat clientele.

Environmental Insulation, LLC.
Environmental Insulation, LLC. was formed in May 7, 2009 https://esos.state.nv.us/SOSServices/...52fKNlr6mmxYDv7fHnQ%253d%253d
Environmental Systems Distribution and Design, LLC.
ESDD, LLC. was formed in May 11, 2009 http://www.tennesseeanytime.org/soscorp/...9C059AFFF23957A51436835CB9

R.J. Power Plumbing & Heating Company, Inc.  www.rjpower.net
From innovative design/build solutions to complete fabrication and installation, from experienced consultation to just plain friendly service, RJ Power has a professional commitment to excellence that makes our business philosophy easy to remember.

T.A. Brinkoetter & Sons, Inc.  www.tabrinkoetter.com
Founded in 1914, T. A. Brinkoetter & Sons was incorporated in 1954. Since then, this local family-owned business has grown from residential and small commercial Plumbing & Heating projects to include large commercial and industrial customers. T.A. Brinkoetter & Sons is a United Association Fabrication Shop, with a large fabrication facility using high-tech automated equipment to handle virtually any size fabrication job. Our fabrication shop has the latest in sheet metal equipment to insure quality & efficiency.  T.A. Brinkoetter & Sons is a Union firm, providing quality Union labor for all its projects.

Twin City Controls  www.twincitycontrols.com
Twin City Controls was set up to fill a gap in Central Illinois. The only companies that were certified for this area were either from Chicago or out of state. We felt that businesses in this area needed a local provider for controls. We partnered up with Alerton to give us a strong company to help us serve this area. We brought in experienced employees that worked with various other control products so that we could be well rounded and experienced.

Share Structure:

Updated September 23, 2009

Outstanding Shares:              2,188,388,516 as of OCT. 2nd, 2009 1:15 pm edt   same

Authorized Shares:                4,500,000,000 SAME 10/2
Shareholders of record:                  765 as of Aug 19, 2009



Hummel

über 60 Millionen gehandelt - und alles Käufe !!

aktuell 0,0007

Hummel