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): April 27, 2005
MARKETSHARE RECOVERY, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-15807 31-1190725
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
95 Broadhollow Road, Suite 101
Melville, New York 11747
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(Address of Principal Executive Offices)
(631) 385-0007
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(Registrant's telephone number, including area code)
N/A
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(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:
[ ] 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 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))
Item 1.01 Entry into A Material Definitive Agreement
MarketShare Recovery, Inc. ("MarketShare") entered into an Agreement
and Plan of Merger, dated as of April 27, 2005 with its to be formed wholly
owned subsidiary, MarketShare Merger Sub Inc., a Delaware corporation ("Merger
Sub") and bioMetrx Technologies, Inc. ("bioMetrx"), a developer of proprietary
biometrics-based products for the home security and electronic markets. Under
the terms of the Agreement, MarketShare will acquire 100% of the total
outstanding capital stock of bioMetrx, by combining it with the Merger Sub.
Pursuant to the Agreement, MarketShare agreed to issue to the
shareholders of bioMetrx approximately 14,000,000 restricted shares of its
common stock. The merger consideration constitutes approximately 90% of the
outstanding common stock of MarketShare, post acquisition. Changes to management
of MarketShare, including the appointment of Mark Basile as President and CEO,
the appointment of new directors and the change of MarketShare's corporate name
to bioMetrx, are expected to follow in the near future, after closing and
subject to compliance with applicable SEC rules. When the corporate name change
occurs, the Company will ask the OTCBB to change its trading symbol. Pending
such change, MarketShare will continue to trade under the symbol "MKSH."
Founded in 2001, bioMetrx is focused on developing a line of home
security products called smartTOUCH(TM) which includes biometrically enabled
residential door locks, central station alarm keypads, thermostats and
garage/gate openers. bioMetrx products utilize fingerprint recognition
technology designed to augment or replace conventional security methods such as
keys, keypads and PIN numbers.
A copy of the Agreement and Plan of Merger is filed herewith as an
exhibit to this Current Report.
Item 7.01 Regulation FD Disclosure
On May 2, 2005, MarketShare issued a press release announcing that it
had entered into an Agreement Plan of Merger with its wholly owned subsidiary
and BioMetrx. A copy of the press release is filed herewith.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Agreement and Plan of Merger dated as of April 27, 2005;
99.1 Press Release dated May 2, 2005
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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.
MARKETSHARE RECOVERY, INC.
By: /s/ Raymond Barton
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Raymond Barton, CEO and President
Date: May 2, 2005
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