UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) February 22, 2003
GUITRON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 333-37904 | 51-0397012 |
1530 9th Avenue, S.E., Calgary, Alberta, Canada T2G 0T7
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(403) 693-8014
ITEM 1. Changes in Control of Registrant.
As a result of the exchange of shares that took place on February 22, 2003, as part of the acquisition of The Guitron Corporation (the "Acquisition"), as discussed below under Item #2, Guitron International Inc. (the "Company") underwent a change in control.
Set forth in the table below are the individuals/corporations that are now the major shareholders of the Company as a result of the Acquisition. As of the filing of this Report, no changes to the Company's Board of Directors or senior executives or other management positions have been implemented or caused to take place by the Company's new controlling shareholders and the Company knows of no intention, arrangements or understandings regarding the same.
The terms by which the controlling shareholders of the Company acquired their share positions in the Company are detailed in Item #2 below.
Class of Stock | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of |
Common Shares | France Bergeron Fasano | 3,412,500 | 25.9% |
Common Shares | Michael Ash | 2,290,238(2) | 17.4% |
Common Shares | Anthony Care | 1,585,003 | 12.0% |
ITEM 2.Acquisition or Disposition of Assets
On February 22, 2003, the Company acquired 97.8% of the issued and outstanding stock the Acquisition of The Guitron Corporation, a Quebec corporation ("Guitron Corp."). The Acquisition was approved by the shareholders of the Company at a special meeting of shareholders held on September 21, 2002, in Montreal, Quebec, Canada. Pursuant to the terms of the Acquisition, 3.25 shares of the Company's common stock were issued in exchange for every share of common stock of Guitron Corp. surrendered for exchange. A total of 9,016,001 of the Company's shares were issued at the closing of the Acquisition, in exchange for 2,774,154 shares of Guitron Corp., which represents 97.8% of Guitron Corp.'s total issued and outstanding shares. The Company's Board of Directors approved the closing of the Acquisition with less than 100% of Guitron Corp.'s total issued and outstanding shares being surrendered. The Company is confident that it will be able to acquire all or most of the remaining 61,538 shares of Gu itron Corp. (which represents 2.2% of Guitron Corp.'s issued and outstanding shares) within the next 60 days.
2
It is presently not feasible for the Company to provide the financial statements required by Item 7. Such financial statements will be filed within sixty days of the filing of this Current Report.
ITEM 3.Bankruptcy or Receivership
Not Applicable
ITEM 4.Changes in Registrants' Certifying Accountant
Not Applicable
ITEM 5.Other Event and Regulation FD Disclosure
Not Applicable
ITEM 6.Resignation of Directors.
Not Applicable
ITEM 7.Financial Statements and Exhibits
None
ITEM 8.Change in Fiscal Year
Not Applicable
ITEM 9.Regulation FD Disclosure
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DATE: February 28, 2003
GUITRON INTERNATIONAL, INC.,
a Delaware corporation
By: /s/ PAUL OKULOV
Name: Paul Okulov
Title: President
3
