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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) January 24, 2006
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EVOLVE ONE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-26415 13-3876100
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(Commission File Number) (IRS Employer Identification No.)
P.O. Box 859, Tallevast, Florida 34270
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(Address of Principal Executive Offices) (Zip Code)
(941) 251-2720
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(Registrant's Telephone Number, Including Area Code)
1000 Clint Moore Road, Suite 101, Boca Raton, Florida 33487
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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 (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 133-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The Company has issued to Diversifax Inc., an affiliate of the Company's
president, 3,253,875 common shares pursuant to its previously announced
management agreement dated March 15, 2005. Inasmuch as the share issuance was
to an affiliate of the Company, the issuance was exempt from registration under
the Securities Act of 1933 by virtue of Section 4(2) of that Act.
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.
EVOLVE ONE, INC.
By: /s/ Irwin Horowitz
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Irwin Horowitz, President
DATED: January 24, 2006