-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EVgm2qFDfyowYT367kRWal/iZtee5VGVQkEgvM1YnSptZsz26/jdDh/j8sTWMHZW SKsHe/IeARdEokICdhva8w== 0001144204-06-008322.txt : 20060302 0001144204-06-008322.hdr.sgml : 20060302 20060301174635 ACCESSION NUMBER: 0001144204-06-008322 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LOUNSBERRY HOLDINGS II INC CENTRAL INDEX KEY: 0001328792 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51378 FILM NUMBER: 06657121 BUSINESS ADDRESS: STREET 1: 90 GROVE STREET STREET 2: SUITE 204 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 203-431-8300 MAIL ADDRESS: STREET 1: 90 GROVE STREET STREET 2: SUITE 204 CITY: RIDGEFIELD STATE: CT ZIP: 06877 8-K 1 v036856_8k.txt 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): February 22, 2006 Lounsberry Holdings II, Inc. (Exact name of registrant as specified in its charter) Delaware 0-51378 51-0539828 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) One Bella Drive, Westminster, Massachusetts 01473 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 90 Grove Street, Suite 204, Ridgefield, CT 06877 - -------------------------------------------------------------------------------- (Former address of principal executive offices) Registrant's telephone number, including area code: (978) 874-0591 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On February 22, 2006, Mark Allen, our sole director, elected James G. Reindl as a director. Mr. Allen was also our sole officer. Following the election of Mr. Reindl, Mr. Allen resigned as an officer and director. As a result, Mr. Reindl became our sole director. Mr. Reindl is president of Techprecision, LLC, a company that was formed in 2002 to acquire, manage and develop smaller to mid-sized companies in the aerospace, military and precision manufacturing industry sectors. From February 1999 until February 2002, Mr. Reindl was president and chief executive officer of Critical Components Corporation, an aerospace subsidiary of Standard Automotive Corporation. During that period, Ranor was a wholly-owned subsidiary of Critical Components. Mr. Reindl received his B.S. in mechanical aerospace engineering from the University of Delaware. On February 24, 2006, Mr. Reindl was elected our chairman and chief executive officer, and we entered into a management agreement with Techprecision pursuant to which we pay a management fee of $200,000 plus performance incentives. The management agreement has a term through March 31, 2009. Mr. Reindl does not receive any compensation from us. Mr. Reindl devotes substantially all of his business time and effort to our business. SIGNATURE 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. LOUNBERRY HOLDINGS II, INC. --------------------------- (Registrant) Date: March 1, 2006 /s/ James G. Reindl --------------------------- James G. Reindl, Chairman -----END PRIVACY-ENHANCED MESSAGE-----