BCAP / Baron Capital Enterprise, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Baron Capital Enterprise, Inc.
US ˙ OTCPK

Grundlæggende statistik
CIK 1016611
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Baron Capital Enterprise, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
April 28, 2016 SC 13D

EXAD / Experience Art and Design, Inc. / Baron Capital Enterprise Inc. - SC 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

November 25, 2008 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1.

April 1, 2008 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): X Form 10-KSB Form 10-F Form 10-QSB Form N-SAR For Period Ended: December 31, 2007 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on F

February 7, 2008 EX-10.1

ASSET PURCHASE AGREEMENT

EX-10.1 2 ex10-1.htm ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated as of December 28, 2007 (the "Agreement") is entered into by and between 247MGI, Inc. (“247MGI”) a publicly traded corporation organized under the laws of, and domiciled in, the State of Florida, Sovereign Research, LLC (“Sovereign”), a Florida limited liability company and a wholly-owned sub

February 7, 2008 8-K

Regulation FD Disclosure

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): (December 28, 2007) 247 MGI, INC.

February 7, 2008 EX-99.1

247MGI Completes VOIP Asset Acquisition

247MGI Completes VOIP Asset Acquisition FT. LAUDERDALE, FL-(MARKET WIRE)-Jan 7, 2008 - 247MGI Inc. (Other OTC:TOFS.PK - News) ("247MGI") is pleased to announce that its wholly owned subsidiary Sovereign Research, LLC has acquired all of the assets of SOYO Group, Inc.'s (a publicly traded company on the OTCBB) VOIP division in an all stock transaction. 247MGI has issued SOYO 40 million shares of re

January 10, 2008 10KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 247MGI, Inc. (N

January 3, 2008 10KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB/A (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 247MGI, Inc. (N

January 3, 2008 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (

January 2, 2008 CORRESP

247MGI, INC. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542

247MGI, INC. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542 January 2, 2008 United States SECURITIES AND EXCHANGE COMMISSION Attn: Regina Balderas Division of Corporate Finance Washington, D.C. 20549-0404 Dear Ms. Balderas Re: 247 MGI, Inc. Comment Letter dated September 20, 2007 We have reviewed your comments regarding our Form 10-KSB for the Fiscal Year Ended D

November 19, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC

November 19, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC

November 15, 2007 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): Form 10-KSB Form 10-F XForm 10-QSB Form N-SAR For Period Ended: September 30, 2007 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on F

October 15, 2007 CORRESP

247MGI, Inc. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542

247MGI, Inc. 1007 N. Federal Hwy, D-6 Fort Lauderdale, FL 33304 954-323-2516 Fax: 954-323-2542 October 15, 2007 Regina Balderas Staff Accountant Securities and Exchange Commission Washington, D.C. 20549 Re: Time Extension As per our phone conversation we have received your letter referencing a limited review of our financial statements and related disclosures. As indicated we recently moved and th

October 12, 2007 EX-99.3

247MGI Releases Terms of Acquisition

247MGI Releases Terms of Acquisition FORT LAUDERDALE, Fla., Sept. 6, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (Other OTC:TOFS.PK - News) (``247MGI'') announced on Friday August 31, 2007 that it had acquired the assets of a South Florida Media company for restricted common stock from our CEO Officer Matthew Dwyer. 247MGI paid $80,000 in restricted common stock to 247 Media Holdings, LLC a company contro

October 12, 2007 EX-99.6

247MGI Disputes Story Published By BusinessWeek Online and Yahoo!

247MGI Disputes Story Published By BusinessWeek Online and Yahoo! FT. LAUDERDALE, Fla., Oct. 11, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (Other OTC:TOFS.PK - News) (``247MGI'') announced today that the company had not consummated a reverse merger with Sports America, Inc., as erroneously reported by Yahoo! Finance and BusinessWeek Online. Matthew P. Dwyer, President and Chief Executive Officer of 247M

October 12, 2007 EX-10.30

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of September 10th, 2007 (this ?Agreement?), is entered into by and among Norman Farrar, an individual (?Farrar?) the ?Seller?), PurFusion Group of Companies, Inc.

October 12, 2007 EX-10.31

BINDING LETTER OF INTENT

BINDING LETTER OF INTENT September 12, 2007 Ross McCullough 6601 22nd Street North St.

October 12, 2007 EX-99.1

247MGI, Inc. Announces Business Objectives and Clarifies Stock Capitalization

247MGI, Inc. Announces Business Objectives and Clarifies Stock Capitalization FT. LAUDERDALE, Fla., Aug. 29, 2007 (PRIME NEWSWIRE) - 247MGI, Inc. (Other OTC:TOFS.PK - News) is releasing this news in an ongoing effort to keep shareholders advised as to the company's business objectives as well as its current capitalization. Matt Dwyer, 247MGI's Chief Executive Officer reported, ``I have received se

October 12, 2007 EX-99.5

247MGI Signs Binding Letter of Intent to Acquire New Streaming Technology

247MGI Signs Binding Letter of Intent to Acquire New Streaming Technology FT. LAUDERDALE, Fla., Sept. 18, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (``247MGI'') (Other OTC:TOFS.PK - News) is pleased to announce that it has signed a binding letter of intent to acquire a patent pending new streaming technology called Avalon. Avalon is being acquired as a wholly owned subsidiary of which 247MGI shall retai

October 12, 2007 EX-99.2

247MGI Completes First Acquistion

247MGI Completes First Acquistion FORT LAUDERDALE, Fla., Aug. 31, 2007 (PRIME NEWSWIRE) - 247MGI Inc. (Other OTC:TOFS.PK - News) (``247MGI'') is pleased to announce that it has acquired the assets of a South Florida Media company for restricted common stock from our CEO Officer Matthew Dwyer. 247MGI will file an 8K next week releasing the terms of the transaction and will change its designation fr

October 12, 2007 EX-10.29

ASSET PURCHASE AGREEMENT

EX-10.29 2 apa247mh.htm APA 247 MEDIA HOLDINGS, LLC ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT dated as of August 31, 2007 (the "Agreement") is entered into by and between 247MGI, Inc. (“247MGI”) a publicly traded corporation organized under the laws of, and domiciled in, the State of Florida, Sovereign Research, LLC (“Sovereign”), a Florida limited liability company and a wholly-owned

October 12, 2007 8-K

Regulation FD Disclosure

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): August 31, 2007 247 MGI, INC.

October 12, 2007 EX-99.4

247MGI, Inc. Completes Acquisition of PurFusion

247MGI, Inc. Completes Acquisition of PurFusion FT. LAUDERDALE, Fla., Sept. 11, 2007 (PRIME NEWSWIRE) - 247MGI, Inc. (Other OTC:TOFS.PK - News), is pleased to announce today that it has finalized the acquisition of the PurFusion Group of Companies, Inc. (``PGCI''), a Canadian corporation, and its wholly-owned subsidiaries: PurFusion Worldwide, Inc. a Florida corporation and PurFusion, Inc. a Canad

August 14, 2007 10KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 247MGI, Inc. (Nam

August 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (E

August 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (Ex

August 14, 2007 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 247MGI, INC. (E

April 3, 2007 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2006 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For the T

April 3, 2007 EX-10.26

FINANCIAL ADVISORY AND CONSULTING AGREEMENT

FINANCIAL ADVISORY AND CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is made and entered into this 16th day of March between 247 MGI Corp.

April 3, 2007 8-K

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

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) March 16, 2007 247MGI, INC.

April 3, 2007 EX-10.27

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT AGREEMENT made as of the 16th day of March 2007 (otherwise referred to as the “Effective Date”) between 247MGI, Inc.

February 21, 2007 8-K

Current Report

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) February 14, 2007 247MGI, INC.

February 21, 2007 EX-10.26

EMPLOYMENT AGREEMENT

EX-10.26 2 compensationagreement.htm MATTHEW DWYER EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT AGREEMENT made as of the 1st day of January 2007 between 247MGI, Inc. ("Company"), a Florida corporation having an office located at 1007 N. Federal Hwy, D-6, Fort Lauderdale, FL 33304, and Matthew P. Dwyer ("Employee”), residing at 1010 Seminole Dr, #1108, Fort Lauderdale, FL 33304. WHEREAS, Employee will

December 27, 2006 8-K

Current Report

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):December 21, 2006 247MGI, INC. (Exact name of registrant as specified in its charter) Florida 0-30011 65-0309540 (State or other jurisdiction of incorporation) (Commission File Number)

December 1, 2006 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934(Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934(Amendment No. ) Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement TOTAL IDENTITY

November 13, 2006 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934(Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934(Amendment No. ) Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement TOTAL IDENTITY

November 8, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENT

November 8, 2006 EX-3.1

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act)

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act) The undersigned, being the President and Chief Executive Officer of TOTAL IDENTITY CORP., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), bearing document number S68597,

October 17, 2006 8-K

Other Events, Financial Statements and Exhibits

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): October 02, 2006 TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 0-30011 65-0309540 (State or other jurisdiction of incorporation) (Commission File

September 21, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY C

September 21, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY C

September 21, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENT

September 21, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2006 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY

September 21, 2006 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2005 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-30011 TOTAL IDENTITY

September 13, 2006 EX-21

Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Organization Names Under Which Business Conducted Sovereign Research LLC* Florida Sovereign Research Yard Sales Drop Off, Inc.* Florida Yard Sale Drop Off

EX-21 2 exhibit21.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1 Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Organization Names Under Which Business Conducted Sovereign Research LLC* Florida Sovereign Research Yard Sales Drop Off, Inc.* Florida Yard Sale Drop Off * Wholly owned by the Registrant.

September 13, 2006 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 Total Identity Co

September 13, 2006 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-30011 Total Identity Co

July 7, 2005 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) June 17, 2005 TOTAL IDENTITY CORP.

July 7, 2005 EX-10.1

STOCK PURCHASE AGREEMENT

EX-10.1 2 exhibit.htm TIC AND WALLSTREET-REVIEW FINANCIAL SERVICES AGREEMENT STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT, dated as of June 17, 2005 (the "Agreement"), is entered into by and between TOTAL IDENTITY CORP., a Florida corporation (“Seller”), YARD SALE DROP-OFF, INC., a Florida corporation and currently a wholly owned subsidiary of Seller (“YSDO”), and WALLSTREET-REVIEW FINAN

April 1, 2005 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Total Identity Corp Annual Report 123104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 11, 2005 EX-23.2(I)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

HJ & Associates Exhibit 23.2(i) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Total Identity Corp. Rochester, NY We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2004 Equity Compensation Plan of Total Identity Corp. of our report dated May 11, 2004, with respect to the consolidated financial statements of Total I

February 11, 2005 S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2005 Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TOTAL IDENTITY CORP. (Exa

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 2005 Registration No.

February 11, 2005 EX-5.1 AND 23.1

SCHNEIDER WEINBERGER & BEILLY LLP 2200 Corporate Blvd., N.W., Suite 210 Boca Raton, FL 33431

SCHNEIDER WEINBERGER & BEILLY LLP 2200 Corporate Blvd., N.W., Suite 210 Boca Raton, FL 33431 February 11, 2005 Total Identity Corp. 1007 N. Federal Hwy, #A-3 Ft. Lauderdale, FL 33304 Re: Registration Statement on Form S-8 (the "Registration Statement"); Total Identity Corp. (the "Company") 2004 Equity Compensation Plan (the "Plan") Gentlemen: This opinion is submitted pursuant to the applicable ru

February 11, 2005 EX-23.2(II)

Consent of Independent Registered Public Accounting Firm

Berkowitz Dick Pollack & Brant Exhibit 23.2(ii) Consent of Independent Registered Public Accounting Firm The Board of Directors Total Identity Corp. Rochester, NY We consent to the incorporation by reference in the registration statement (No. 333-) on Form S-8 pertaining to the 2004 Equity Compensation Plan of Total Identity Corp. of our report dated May 23, 2003 relating to the statements of oper

February 11, 2005 EX-10.1

Total Identity Corp. 2004 Equity Compensation Plan Approved by Board of Directors on June 15, 2004 and Amended February 3, 2005 TOTAL IDENTITY CORP. 2004 Equity Compensation Plan

Exhibit 10.1 Total Identity Corp. 2004 Equity Compensation Plan Approved by Board of Directors on June 15, 2004 and Amended February 3, 2005 TOTAL IDENTITY CORP. 2004 Equity Compensation Plan 1. Purpose; Definitions. 1.1 Purpose. The purpose of the Total Identity Corp. 2004 Equity Compensation Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past,

February 4, 2005 8-K

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) February 3, 2005 Total Identity Corp

Total Identity Corp item 3.02, 8.01, 9.01 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) February 3, 2005 Total Identity Corp. (Exact Name of Registrant as Specified in Charter) Florida 0-30011 65-0309540 (State or Other Jurisdiction

January 14, 2005 8-K

Other Events

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) January 14, 2005 Total Identity Corp.

January 4, 2005 8-K

Completion of Acquisition or Disposition of Assets

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) January 4, 2005 Total Identity Corp.

December 29, 2004 8-K

Completion of Acquisition or Disposition of Assets

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) December 29, 2004 Total Identity Corp.

December 17, 2004 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-30011 Total

December 7, 2004 8-K

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): November 24,2004 Florida 0-30011

Total Identity Corp 8K 120604 United States Securities and Exchange Commission Washington, D.

November 15, 2004 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): __Form 10-KSB __Form 10-F [X] Form 10-QSB __Form N-SAR For Period Ended: Septem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): Form 10-KSB Form 10-F [X] Form 10-QSB Form N-SAR For Period Ended: September 30, 2004 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report o

September 28, 2004 EX-3.2

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act)

Articles of Amendment July 2004 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP.

September 28, 2004 EX-10.1

EMPLOYMENT AGREEMENT

Employment Agreement Jeff Hoffman EMPLOYMENT AGREEMENT AGREEMENT made as of the 22 day of June 2004 between Total Identity Corp.

September 28, 2004 10QSB/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION R

Total Identity Corp Amended 2nd Qtr 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 28, 2004 EX-3.1

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act)

Articles of Amendment June 30 2004 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP.

September 24, 2004 EX-3.2

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act)

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act) The undersigned, being the President and Chief Executive Officer of TOTAL IDENTITY CORP., a corporation organized and existing under and by virtue of the Business Corporation Act of the State of Florida (the "Corporation"), bearing document number S68597,

September 24, 2004 EX-3.1

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION TOTAL IDENTITY CORP. (Under Section 607.0602 of the Florida Business Corporation Act)

Articles of Amendment June 30 2004 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF TOTAL IDENTITY CORP.

September 24, 2004 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 [ ] TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-30011 Total I

September 24, 2004 EX-10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT AGREEMENT made as of the 22 day of June 2004 between Total Identity Corp.

August 16, 2004 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): __Form 10-KSB __Form 10-F [X] Form 10-QSB __Form N-SAR For Period Ended: June 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-30011 FORM 12b-25 CUSIP NUMBER 87260F NOTIFICATION OF LATE FILING (Check one): Form 10-KSB Form 10-F [X] Form 10-QSB Form N-SAR For Period Ended: June 30, 2004 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on For

August 5, 2004 8-K

Current Report

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. July 22, 2004 0-30011 Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 (State or other jurisdiction of incorporati

June 15, 2004 10QSB

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 0-30011 Total Ident

May 20, 2004 EX-10.1

SETTLEMENT AGREEMENT

EX-10.1 2 ex101.htm SETTLEMENT AGREEMENT DATED MAY 13, 2004 SETTLEMENT AGREEMENT The parties hereto met on May 13, 2004 and entered into the following agreement regarding the issues between SCOTT SIEGEL and TIC. The parties agree to do all things necessary to effectuate the intent of this Settlement Agreement, including but not limited to, signing and properly executing all necessary documents and

May 20, 2004 8-K

Current Report

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. May 13, 2004 0-30011 Date of Report (Date of earliest event reported) Commission File Number TOTAL IDENTITY CORP. (Exact name of registrant as specified in its charter) Florida 65-0309540 (State or other jurisdiction of incorpor

May 17, 2004 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Total Identity Corp NT-10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 11, 2004 10KSB

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 TOTAL IDENTITY CORP. (Exact name of Registrant as s

Total Identity Corp 10K 123103 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 TOTAL IDENTITY CORP. (Exact name of Registrant as specified in its Charter) Florida (State or other jurisdiction of incorporation) 0-30011 (Commission File No.) 65-030954

May 11, 2004 EX-10.1

TOTAL IDENTITY CORP. 2003 OMNIBUS SECURITIES PLAN AS AMENDED THROUGH JANUARY 12, 2004 TABLE OF CONTENTS Page SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) ?Award? 1 (b) ?Board of Directors? 1 (c) ?Change in Control? 1 (d) ?Code? 1 (e) ?Committe

TOTAL IDENTITY CORP. 2003 OMNIBUS SECURITIES PLAN AS AMENDED THROUGH JANUARY 12, 2004 TABLE OF CONTENTS Page SECTION 1. PURPOSE. 1 SECTION 2. DEFINITIONS. 1 (a) ?Award? 1 (b) ?Board of Directors? 1 (c) ?Change in Control? 1 (d) ?Code? 1 (e) ?Committee? 1 (f) ?Common-Law Employee? 1 (g) ?Company? 2 (h) ?Employee? 2 (i) ?Exchange Act? 2 (j) ?Exercise Price? 2 (k) ?Fair Market Value? 2 (l) ?Incentive

May 11, 2004 EX-21

Subsidiaries of the Registrant Name Jurisdiction of Incorporation Percentage Ownership Total Identity Systems Corp. New York 100%

Exhibit 21 EXHIBIT 21 Subsidiaries of the Registrant Name Jurisdiction of Incorporation Percentage Ownership Total Identity Systems Corp. New York 100%

May 11, 2004 EX-10.2

TOTAL IDENTITY CORP. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN (AS AMENDED THROUGH JANUARY 12, 2004)

Exhibit 10.2 TOTAL IDENTITY CORP. 2003 NON-QUALIFIED STOCK GRANT AND OPTION PLAN (AS AMENDED THROUGH JANUARY 12, 2004) 1. PURPOSE: This Non-Qualified Stock Grant and Option Plan (the "Plan") is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to Total Identity Corp. f/k/a TMI Holdings, Inc., a F

May 11, 2004 EX-10.17

EMPLOYMENT AGREEMENT

Exhibit 10.17 EMPLOYMENT AGREEMENT AGREEMENT made as of the 23 day of February 2004 between Total Identity Corp. ("Company"), a Florida corporation having an office located at 2340 Brighten Henrietta Town Line Road, Rochester, NY 14623, and Matthew P. Dwyer ("Employee:), residing at 1010 Seminole Dr, #1108, Fort Lauderdale, FL 33304. WHEREAS, Employee will be employed as Vice-President. WHEREAS, C

May 11, 2004 EX-10.18

Richard R. Dwyer 11924 Forrest Hill Blvd. Suite 22-204 Wellington, FL 33414 February 2, 2004

Exhibit 18 Richard R. Dwyer 11924 Forrest Hill Blvd. Suite 22-204 Wellington, FL 33414 561-389-6980 February 2, 2004 Philip Mistretta President Total Identity Corp. 2340 Brighton Henrietta Town Line Road Rochester, NY 14623 Gentlemen: This letter shall constitute the terms of the Consulting Agreement among Richard R. Dwyer (“RRD”), an individual, and Total Identity Corp. (“TIDC”), a Florida corpor

June 17, 2003 EX-99.1

CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CEO/CFO 906 Certification CERTIFICATION PURSUANT TO 18 U.S.C., SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TMI Holdings, Inc. (the “Company”) on Form 10-QSB for the quarter ended March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott Siegel, Chief Executive Of

June 17, 2003 10QSB

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 000-30011 TMI Holdings, Inc. (Exact name of registra

June 11, 2003 8-K/A

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 First Amended Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2003 TMI Holdings, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-30011 (Commission File Number)

June 11, 2003 EX-3.1

ARTICLES OF AMENDMENT CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES B CONVERTIBLE PREFERRED STOCK TMI H

Series B Amended Cert of Designation ARTICLES OF AMENDMENT TO CERTIFICATE OF DESIGNATION OF THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS, WHICH HAVE NOT BEEN SET FORTH IN THE CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE SERIES B CONVERTIBLE PREFERRED STOCK OF TMI HOLDINGS, INC.

June 9, 2003 EX-2.1

Stock Purchase Agreement dated February 21, 2003 by and between TMI Holdings, Inc., W. Michael Sessions, John W. Meyers, and Scott Siegel.

STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of February 21, 2003 (?Effective Date?), by and among TMI Holdings, Inc.

June 9, 2003 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): February 21, 2003 TMI Holdings, Inc. (Exact nam

8-K TMI Holdings, Inc. 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): February 21, 2003 TMI Holdings, Inc. (Exact name of registrant as specified in its charter) Florida (State or other jurisdiction of incorporation) 000-30011 (Commission File

November 18, 2002 EX-99.2

STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350

EXHIBIT 99.2 EXHIBIT 99.2 - STATEMENTS REQUIRED BY 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB of TMI Holdings, Inc. (the "Company") for the quarter ended September 29, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay M. Haft, Chairman of the B

November 18, 2002 EX-11.1

COMPUTATION OF PER SHARE EARNINGS

EXHIBIT 11.1 TMI HOLDINGS, INC. (FORMERLY THRIFT MANAGEMENT, INC.) EXHIBIT 11.1 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS The following table presents the computation of basic and diluted net (loss) per share: Three Months Ended Nine Months Ended - - September 29, 2002 September 30, 2001 September 29, 2002 September 30, 2001 - - - - Numerator: (Loss) before extraordinary gain $ (20,921) $

November 18, 2002 10QSB

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB

e10qsb Table of Contents U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-30011 TMI HOLDING

November 18, 2002 EX-99.1

STOCK PURCHASE AGREEMENT DATED 10-28-2002

EXHIBIT 99.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 28, 2002, by and among Marc Douglas ("Seller") and Matthew P. Dwyer ("Buyer"). RECITALS A. Seller is the holder of 250,000 outstanding shares of Series A Preferred Stock (the "Shares"), representing all of the outstanding shares of preferred stock of all classes of TMI Hold

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