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
Pharma-Bio Serv, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-50956 20-0653570
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
373 Mendez Vigo, Suite 110, Dorado, Puerto Rico 00646
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(Address of principal executive offices) (Zip Code)
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Lawrence Consulting Group, Inc.
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(Former name, if changed since last report)
Registrant's telephone number, including area code: (787) 278-2709
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, we elected Mark Fazio as executive vice president
and chief operating officer. Mr. Fazio, 50, is also the general partner of Fazio
Enterprises, LP, a commercial real estate and development company. From 2005
until February 2006, Mr. Fazio was general manager of Thermo-IVS compliance
Services, a division of Thermo Electron Corporation, a company that provided
laboratory products and services. From 2003 until 2005, Mr. Fazio was vice
president and general manager of Kendro-IVS Compliance Services, a division of
Kendro LP, which provided laboratory products and services. During From 1995
until 2003, he was president and chief executive officer of IVS Inc., a company
which is in a business similar to ours.
In January 2006, we acquired certain assets of a United States based
company that performs consulting services for the pharmaceutical and biotech
industries from Mr. Fazio for $300,000. The acquired assets include a client
list and a validation compliance service business. One-third of the purchase
price was paid in January 2006, one-third is payable on March 31, 2006 and
one-third is payable on June 30, 2006. We also hired eleven former employees of
the business.
ITEM 5.03. AMENDMENT TO CERTIFICATE OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On February 22, 2006, we changed our fiscal year to the fiscal year ended
October 31. The change in fiscal year will be reflected in our Form 10-QSB for
the quarter ended January 31, 2006. The change of fiscal year results from our
acquisition of Plaza Consulting Group, Inc. in January 2006 in a transaction
accounted for as a reverse acquisition. As a result, Plaza is the accounting
acquiring entity, and our historical financial statements will reflect the
operations of Plaza, as if Plaza had made the acquisition. The audited financial
statements of Plaza for its fiscal year ended October 31, 2005 and the two years
in the period then ended are included in our Current Report on Form 8-K with a
report date of January 25, 2006 and a filing date of January 31, 2006.
On February 27, 2006, we filed a certificate of ownership and merger
merging our wholly-owned subsidiary, Pharma-Bio Serv, Inc., into us. As a result
of the filing of this certificate, our corporate name was changed to Pharma-Bio
Serv, Inc.
ITEM 8.01 OTHER EVENTS.
On February 27, 2006, our corporate name was changed to Pharma-Bio Serv,
Inc.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
99.1 Certificate of Ownership and Merger merging Pharma-Bio Serv, Inc.
into the Registrant
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.
PHARMA-BIO SERV, INC.
(formerly Lawrence Consulting Group, Inc.)
(Registrant)
Date: February 28, 2006 /s/ Elizabeth Plaza
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Elizabeth Plaza, Chief Executive Officer
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