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
January 31, 2005
Date of Report
(Date of Earliest Event Reported)
K-TRONIK INTERNATIONAL CORP.
(Exact name of Registrant as Specified in its Charter)
290 Vincent Avenue, 3rd Floor
Hackensack, New Jersey 07601
(Address of Principal Executive Offices)
Tel: (201) 488-4600
(Registrant's Telephone Number)
Not Applicable
(Former Name and Address)
| Nevada | 000-31639 | 88-0436364 |
| (State or other jurisdiction | (Commission File Number) (IRS Employer | |
| of incorporation) | | Identification No.) |
SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
See Section 8 below.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Not Applicable
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ITEM 1.03 BANKRUPTCY OR RECEIVERSHIP
Not Applicable
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
See Section 8 below.
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Not Applicable
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
Not Applicable
ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
Not Applicable
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
Not Applicable
ITEM 2.06 MATERIAL IMPAIRMENTS
Not Applicable
SECTION 3 – SECURITIES AND TRADING MARKETS
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
Not Applicable
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
Not Applicable
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ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
Not Applicable
SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
Not Applicable
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
Not Applicable
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Not Applicable
ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
Not Applicable
ITEM 5.05 AMENDMENTS TO REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS
Not Applicable
SECTION 6 – [RESERVED]
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SECTION 7 – REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
Not Applicable
SECTION 8 – OTHER EVENTS
ITEM 8.01 OTHER EVENTS
The Registrant has entered into an agreement (the “Agreement”) to sell all of its interest in and to the fixed assets of its subsidiary, K-Troniks Asia Ltd. (“K-Troniks Asia”) for consideration of USD$260,000 (the “Purchase Proceeds”). The purchaser is FineTech Co. Ltd. (“FineTech”).
The terms of the Agreement call for K-Troniks Asia to use the Purchase Proceeds to retire the debts of K-Troniks Asia to FineTech.
K-Tronik and FineTech (collectively, the “Parties”) have also entered into concurrent letter and pledge agreements (the “Letter Agreement” and the “Pledge Agreement” respectively) whereby K-Tronik transfers to FineTech ownership of all of the issued and outstanding shares of K-Tronik N.A. Inc., its US subsidiary which owns K-Troniks Asia.
The transfer of the shares of K-Tronik N.A. Inc. has not yet been effected but is expected to be effected shortly.
The Agreement, the Letter Agreement and the Pledge Agreement are attached and provide full details as to their terms. All have been dated effective December 15, 2004 except for the Pledge Agreement which is dated December 10, 2004.
Prior to entering into these transactions with FineTech, K-Tronik was the sole shareholder of K-Tronik N.A. Inc. which produced electronic ballasts through its subsidiary K-Troniks Asia.
Upon final closing of the agreements described above, it is expected that FineTech will own all of the issued and outstanding shares of K-Tronik N.A. Inc. and the assets of K-Troniks Asia. It is further expected that K-Tronik will no longer be engaged in the business of manufacturing, distributing or selling electronic ballasts.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Not Applicable
Financial statements for the Registrant are separately filed under Forms 10KSB and Forms 10QSB and can be found on the SEC’s EDGAR website atwww.sec.gov.
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EXHIBITS
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.
K-TRONIK INTERNATIONAL CORP.
“Robert Kim”
________________________
By: /s/ Robert Kim
President and Director
Dated: January 31, 2005
