8-K 1 jove8k_805.txt JOVE FORM 8K 8/2005 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) August 16, 2005 Jove Corporation ---------------- (Exact Name of Registrant as Specified in its Charter) Michigan 0-12123 38-2459626 -------- ------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation or jurisdiction) Identification Number) 3035 Oakshire, Berkley, Michigan 48072 --------------------------------- ------ (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (248) 542-6111 Check the appropriate box below if the Form 8-K 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 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT Item 4.01 Changes in Registrant's Certifying Accountant. On August 16, 2005, Jove Corporation (the "Company") received verbal notification from representatives of Virchow, Krause & Company, LLP ("Virchow, Krause")of their decision not to stand for re-election as the Company's independent public accounting firm for the fiscal year ending December 31, 2005, and that, as a result, the client-auditor relationship between the Company and Virchow, Krause will cease upon completion of Virchow, Krause's review of the Company's consolidated financial statements for the quarter ending September 30, 2005, and the filing of the Quarterly Report on Form 10-QSB for the quarter ending September 30, 2005. Prior to receiving the notification from Virchow, Krause, the Company's Board of Directors had not recommended or approved a decision to change the Company's independent public accounting firm. The Board of Directors will contact other independent public accounting firms and will engage a new independent public accounting firm as soon as reasonably practicable. The audit report of Virchow, Krause on the consolidated financial statements of the Company as of and for the year ended December 31, 2004 contained a separate paragraph stating: "The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 15 to the consolidated financial statements, the Company has incurred significant losses in 2004 and 2003 and requires outside capital in order to fund ongoing operating expenses and to finance its developmental software. These conditions raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependant on obtaining this financing. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." During the fiscal years ended December 31, 2004 and 2003, and through August 16, 2005, there were (i) no disagreements with Virchow, Krause on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Virchow, Krause, would have caused Virchow, Krause to make reference to the subject matter in connection with their opinion on the Company's Consolidated Financial Statements for such years; and (ii) there were no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B. The Company provided Virchow, Krause with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Virchow, Krause furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. Attached as Exhibit 16 to this Current Report on Form 8-K is a copy of Virchow, Krause's letter to the Securities and Exchange Commission dated August 22, 2005. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits Exhibit Number Description ------- ----------- 16 Letter from Virchow, Krause & Company, LLP to the Securities and Exchange Commission dated August 22, 2005. 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. JOVE CORPORATION Dated: August 22, 2005 By: /s/ Clifton S. Crockatt ------------------------------------- Clifton S. Crockatt President and Chief Executive Officer

Schedule B Current Shareholders of West Pier Corporation Stephen Lange Ranzini, 959 Maiden Lane, Ann Arbor, MI 48105 1,182.5 shares Clare Family Trust, 959 Maiden Lane, Ann Arbor, MI 48105 367.5 shares Mildred Lange Ranzini Trust, 959 Maiden Lane, Ann Arbor, MI 48105 450.0 shares Total 2,000.0 shares

Schedule 1.2 Distribution of Proceeds to Selling Shareholders University Bancorp, Inc. 152,165 shares Stephen Lange Ranzini 793,152 shares and $308,450.82 of the Contingent and Unsecured Note Clare Family Trust 306,374 shares and $369,685.25 of the Contingent and Unsecured Note Mildred Lange Ranzini 320,107 shares and $32,609.08 of the Contingent and Unsecured Note Mildred Lange Ranzini Trust 46,311 shares and $213,100.85 of the Contingent and Unsecured Note Joseph Lange Ranzini, IRA 155,473 shares Dr. Angela Ranzini 145,549 shares Ranzini Family Trust 33,079 shares Newberry Bottling 287,790 shares and $106,155.18 of the Contingent and Unsecured Note

Schedule 1.4 Assets to be Liquidated BIDCO Asset Value 1. $607,680 participation in a USDA loan to Active Homes $303,839.73 2. Paper converting plant in Escanaba, Michigan $140,000.00 WEST PIER Asset Value 1. $103,340.12 loan to FusionRx $88,340.12 2. Ypsilanti Property $834,000.00 -------------- TOTAL: $1,366,179.85 ==============

Member New Distributive Shares ------ ----------------------- CCG Partners 15.41% Stephen Lange Ranzini IRA 4.20% Stephen Lange Ranzini 30.56% Newco Bancorp 5.76% Mildred Lange Ranzini 14.73% Angela Ranzini 8.35% Joseph Lange Ranzini IRA 6.02% Clare Children's Trust 0.14% Clare Family Trust 11.78% Mildred Lange Ranzini Trust 1.78% Ranzini Family Trust 1.27%

Exhibit 10.18 ------------------------------------------ ------------------------------------- ---------------------------- Jove Corporation c/o Stephen Lange Ranzini Loan Number 3220 Coolidge 959 Madden Lane Date 12/29/2004 ------------ Berkley, MI 48072 Ann Arbor, MI 48105 Maturity Date 12/31/2005 ------------ Loan Amount $ 322,429.47 ------------ BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of "I" includes each borrower above, "You" means the lender, its jointly and severally successors and assigns ------------------------------------------ ------------------------------------- ---------------------------- For value received, I promise to pay to you, or your order, at your address listed above the PRINCIPAL sum of THREE HUNDRED THOUSAND TWENTY-TWO THOUSAND FOUR HUNDRED TWENTY-NINE 47/100ths Dollars $ 322,429.47 [x] Single Advance: I will receive all of this principal sum on 12/29/2004 . No additional advances are contemplated under this note. [ ] Multiple Advance: The principal sum shown above is the maximum amount of principal I can borrow under this note. On_________ I will receive the amount of $____________ and future principal advances are contemplated. Conditions: The conditions for future advances are___________________________________________________ __________________________________________________________________________________________________________ [ ] Open End Credit: You and I agree that I may borrow up to the maximum amount of principal more than one time. This feature is subject to all other conditions and expires on_______________________. [ ] Closed End Credit: You and I agree that I may borrow up to the maximum only one time (and subject to all other conditions). INTEREST: I agree to pay interest on the outstanding principal balance from 12/29/2004 at the rate of 12.00% per year until maturity. [ ] Variable Rate: This rate may then change as stated below. [ ] Index Rate: The future rate will be__________________ the following index rate:______________________ __________________________________________________________________________________________________________ [ ] No Index: The future rate will not be subject to any internal or external index. It will be entirely in your control. [ ] Frequency and Timing: The rate on this note may change as often as __________________________________. A change in the interest rate will take effect ____________________________________________________. [ ] Limitations: During the term of this loan, the applicable annual interest rate will not be more than_________% or less than ____________%. The rate may not change more than______________% each_________________. Effect of Variable Rate: A change in the interest rate will have the following effect on the payments: [ ] The amount of each scheduled payment will change. [ ] The amount of the final payment will change. [ ]___________________________________________________________________________________________________. ACCRUAL METHOD: Interest will be calculated on a 365/365 basis. POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note owing after maturity, and until paid in full, as stated below: [x] on the same fixed or variable rate basis in effect before maturity (as indicated above). [ ] at a rate equal to______________ . [x] LATE CHARGE: If a payment is made more than three days after it is due, I agree to pay a late charge of 5% of the amount due and delinquent . [ ] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following charges which [ ] are [ ] are not included in the principal amount above: . PAYMENTS: I agree to pay this note as follows: [x] Interest: I agree to pay accrued interest monthly, on the 1st of each month and at maturity [x] Principal: I agree to pay the principal at maturity. [ ] Installments: I agree to pay this note in ____ payments. The first payment will be in the amount of $________ and will be due__________________. A payment of $_____________will be due____________________ thereafter. The final payment of the entire unpaid balance of principal and interest will be due_________________ . ADDITIONAL TERMS: Pledged assets: 130,643 shares of i2 Telecom Int'l, 80,000 shares of University Bancorp, Inc., 445,800 shares of CityFed Financial Corp. $25 par value senior preferred stock, 2,000 shares West Pier Corporation and a line of credit held by Borrower payable by Michigan Business Development Corporation (f/k/a Michigan BIDCO, Inc.). [x] SECURITY: This note is separately secured by( document by type and date): Ocllateral listed above under "Additional Term". (This section is for your internal use. Failure to list speparte document does not mean the agrrement will not secure this note. PURPOSE: The purpose of this loan is to support Borrower's working capital needs. . ----------------------------------------------- SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2).I have received a copy on today's date. /s/ Clifton S. Crockatt ----------------------------------------------- CLIFTON S. CROCKATT, PRESIDENT /s/ Dennis M. Agresta ----------------------------------------------- DENNIS M. AGRESTA, CFO Signature for Lender /s/ Stephen Lange Ranzini ----------------------------------------------------- STEPHEN LANGE RANZINI, individually and under Power of Attorney for Joseph Lange Ranzini and Angela Ranzini

--------------- --------------- ------------ --------------- --------------- --------- ------------ ---------- DATE OF PRINCIPAL BORROWER'S PRINCIPAL PRINCIPAL INTEREST INTEREST INTEREST TRANSACTION ADVANCE INITIALS PAYMENTS BALANCE RATE PAYMENTS PAID (not THROUGH: required) 12/29/04 $ 322,429.47 $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $ $ $ $ % $

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