UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): March 1, 2005
Victory
Capital Holdings Corp
(Exact
name of registrant as specified in its charter)
|
Nevada |
002-76219-NY |
87-0564472 |
|
(State
or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
|
11718
Barrington Court Los Angeles California |
92692
|
|
(Address
of Principal Executive Officers) |
(Zip
Code) |
Registrant's
telephone number, including area code: 800 880 7330
(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 (see General Instruction A.2. below):
[ ]
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 1.01
Entry Into a Material Definitive Agreement
On
February 21, 2005, Victory Capital Holdings (the “Company”) signed a Share
Exchange Agreement with Universal Power Vehicles Corporation (UPV) and Mr.
Howard Foote, the sole shareholder of UPV, by which the Company will acquire all
of the stock of UPV in exchange for twenty percent (20%) of the common stock of
Victory Energy, Inc., a wholly-owned subsidiary of the Company. The closing of
the transaction is contingent on various conditions and is expected to occur
within the next two (2) weeks. A copy
of this agreement is attached hereto as Exhibit 10.1.
On
February 22, 2005, the Company issued a press release discussing this agreement.
A copy of that press release is attached hereto as Exhibit 99.1
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:
March 1, 2005
Victory
Capital Holdings Corporation
fka New
Environmental Technologies Corporation
By:
/s/Jon Fullenkamp
------------------------------------
Chairman
& CEO
EXHIBIT
INDEX
|
Exhibit
No. |
Description |
| |
|
|
10.1
|
Share
Exchange Agreement |
|
99.1 |
Press
Release |