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) May 14, 2001
NUTEK, INC.
(Exact name of Registrant as specified in charter)
Nevada 0-29087 87-0374623
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
1110 Mary Crest Road, Henderson, NV 89014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 567-2613
ITEM 2. Acquisition of Assets
On April 15, 2002, the Registrant commenced negotiations with Jorge
Montero Pochet (Seller), with a view of acquiring 100% of the issued
and outstanding stock of his company. It was agreed that until a deal
was struck, all negotiations would remain confidential, as any news
released might effect the market for the shares of the Registrant in a
manner that might be detrimental to the shareholders of the Registrant
should the proposed purchase not be consummated.
On May 13, Registrant and seller accepted Agreement in the sum of
$980,000. The terms of the transaction were as follows:
1) Consideration for the purchased interests listed below was
$980,000.00 of the Registrant's common stock, based on a fair market
value of the average trading price of Registrants stock for the five
trading days prior to May 13, 2002.
2) The purchased interests consist of:
a ) 100% ownership of Sin Fronteras Inc.
b ) $2,000,000.00 in sales revenue over the next 24 months.
c ) $750,000.00 in notes payable to Sin Fronteras Inc.
d ) There are no liabilities assumed as company is debt free.
DESCRIPTION OF THE INTERESTS ACQUIRED
A) SIN FRONTERAS INC.
Sin Fronteras Inc., is a data solutions and market research company
with access to Costa Rica call center operations and call center
clients with expected revenue of $2 million over the next 24 months.
PRODUCTS AND SERVICES
The business Sin Fronteras, Inc., will be acquired by Registrant and
a new company, Datascension Costa Rica S.A. will be incorporated in
Costa Rica by Registrant.
The current business involves the following:
Telephone Interviewing
Sin Fronteras Inc. has access to a client base that will enable SELLER
to conduct more than 200,000 interviews over the next 24 months with
consumers, retailers and businesses with expected revenue of $2 million
over the next 24 months.
Inbound Customer Service
SELLERs expertise in handling customer service calls will allow Registrant
to significantly increase production hours by contracting for additional
market research work which can be serviced at this facility.
SUMMARY
Registrant felt the two company's were complimentary in their business
purpose as Registrant is increasingly more active in Spanish speaking
interviews. The purchase of Sin Fronteras Inc., will result in
significant savings for Registrant's in bound and out bound telephone
costs. Datascension Costa Rica S.A will significantly increase the
current profit margins by almost 15% due to additional cost savings
once this facility is fully operational.
Current Litigation
Sin Fronteras Inc., has no litigation pending.
ITEM 7
Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
All audited statements will either be filed within 60 days of the date
of this Current Report or included in Registrants 10Q filing for the
second quarter, whichever occurs first.
(c) Exhibits
10. Purchase Agreement
27. Financial Data Schedule:
The Financial Data Schedule will either be filed within 60 days of the
date of this Current Report or included in Registrants 10Q filing for
the second quarter, whichever occurs first.
SIGNATURES:
Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
May 14, 2002.
Nutek, Inc.
By:/s/Murray N. Conradie
_____________________
Murray N. Conradie, President/CEO
TYPE: EX-10.22 OTHERDOC
SEQUENCE: 3
DESCRIPTION: PURCHASE AGREEMENT - SIN FRONTERAS INC.
Confidentiality Statement
The information embodied in this Purchase Agreement is strictly confidential
and is supplied on the understanding that it will be held confidentially and
not disclosed to third parties without the prior written consent of either
Nutek Inc., or Sin Fronteras Inc.
Existing Business
The business Sin Fronteras, Inc., is a Nevada Corporation with call center
interests in Costa Rica.
The current business involves the following:
Telephone Interviewing
Currently, SELLER has access to a client base that will enable SELLER to
conduct more than 200,000 interviews over the next 24 months with consumers,
retailers and businesses.
Purchase Agreement with Nutek Inc.
Agreement entered into this 13th day of May, 2002 by and between Sin Fronteras
Inc., of Lot 18G Bosques de Dona Rosa, Ciudad Cariary, Heredia, Costa Rica,
herein referred to as SELLER, and Nutek, Inc., of 1110 Mary Crest Drive,
Henderson, Nevada 89074 herein referred to as PURCHASER.
RECITALS
WHEREAS, SELLER has access to Costa Rica call center operations, call center
clients with expected revenue of $2 million over the next 24 months and
promissory notes due to SELLER in the amount of seven hundred and fifty
thousand United States dollars ($750,000.00).
WHEREAS, PURCHASER and SELLER have agreed to enter into this Agreement whereby
PURCHASER will acquire SELLER by purchasing all issued and/or outstanding
shares of SELLER and assume all obligations of the SELLER.
WHEREAS, PURCHASER has an interest and is in the business of developing,
marketing, and the management, promotion, and financing of companies; and
Upon execution of this Agreement PURCHASER will have no more than thirty
(30) days to complete any further due diligence and cancel this transaction.
NOW, THEREFORE, in consideration of these premises and those other terms and
conditions set forth hereinafter, the parties agree as follows:
1. PURCHASE
PURCHASER and SELLER intend that, for federal income tax purposes, the
purchase contemplated hereunder will qualify as a tax-free reorganization
under Section 368 of the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder and any successor thereto.
PURCHASER is to receive all issued and outstanding shares of SELLER. The
parties may amend and supplement this agreement from time to time in writing
under mutual agreement, and such supplement, signed by both parties with all
amendments and supplements thereto, shall be attached to this Agreement,
and made a part hereof.
2. PAYMENT
1. SELLER shall receive Nine Hundred and Eighty Thousand dollars
($980,000.00) of Nutek, Inc., common stock for all SELLERs issued and
outstanding stock. The number of shares of such common stock of Nutek,
Inc., shall be determined based upon the fair market value of such common
stock on the day of acceptance of this transaction by PURCHASER and SELLER.
Fair market value will be determined by the average of the closing bid price
of PURCHASERs stock as traded on the OTCBB for the five (5) trading days
preceding the acceptance of this agreement by SELLER and PURCHASER, and
rounded to the nearest whole cent. Stock to be issued and held in an escrow
account designated by PURCHASER and reasonably acceptable to SELLER until
the obligations of SELLER have been met or issued at PURCHASERs discretion.
2. Jorge Montero Pochet, will be retained as an officer of the Costa Rica
operation which will operate as Datascension Costa Rica S.A. and will be
employed as the Chief Operating Officer (COO) of Datascension Costa Rica
S.A., a wholly owned subsidiary corporation of Nutek Inc, to be incorporated
in Costa Rica.
3. Annual revenues for Datascension Costa Rica S.A. for the period
05/1/2002- 04/30/2004 is to be no less than Two Million ($2,000,000.00)
Dollars. For each Twenty Thousand dollars ($20,000.00) less than the
Two million dollar ($2,000,000.00) revenue projection, SELLER to return
two percent (2%) of PURCHASERs common stock issued as stated in Section
1 above within five (5) business days of 04/30/2004.
4. In the event that the Seven Hundred and Fifty Thousand ($750,000.00)
dollars is not paid to PURCHASER in full within Twelve (12) months of
accepting this Agreement, PURCHASER shall have the option to cancel
Seventy-Five (75%) percent of all remaining stock in the escrow account.
3. CONSIDERATIONS.
1. SELLER to provide PURCHASER no less than Seven Hundred and Fifty Thousand
($750,000.00) dollars in funding from payments of principal and interest on
certain promissory notes evidencing a debt of like amount owed to SELLER.
2. SELLER to provide PURCHASER with no less than Two Million ($2,000,000.00)
in sales revenue for the twenty-four months following acquisition date.
3. Datascension Costa Rica S.A. will be formed as a Costa Rica corporation
to comply with the laws of Costa Rica and to be able to provide employment to
Costa Rica citizens. The expected Two million dollars ($2,000,000.00) in
revenue resulting from this Purchase and any additional revenues will all be
recorded under Datascension Inc, a USA corporation with payroll and overhead
for the Datascension Costa Rica S.A. being paid by Datascension Inc. USA.
4. CONFIDENTIALITY.
SELLER and PURCHASER agree to hold all information that SELLER and PURCHASER
obtain as confidential for the purposes of this agreement. SELLER and PURCHASER
agree not to use or disclose confidential information to any person or entity,
except as necessary under this Agreement. Nothing herein above written shall
prevent the parties from making any disclosure which is required by law,
government regulation, or rule, or which disclosure is ordered or otherwise
required by a court of competent jurisdiction through its subpoena power or
otherwise or by a state or federal regulatory or other governmental agency.
5. WARRANTIES.
SELLER hereby represents and warrants to PURCHASER the following:
SELLER is a Nevada corporation duly incorporated, validly existing and in
good standing.
The execution, delivery and performance of this Agreement is within SELLERs
powers and does not contravene any law or contractual restriction binding on
or affecting SELLER.
This Agreement is a legal, valid and binding obligation of SELLER enforceable
against SELLER in accordance with its respective terms.
SELLER has full right, title and ownership of any and all notes made in favor
of Sin Fronteras Inc., along with any and other property of any kind which is
included in the assets purchased pursuant to this Agreement.
SELLER has fully disclosed to the full extent of its knowledge all liabilities
and claims against SELLER. Any other material claims arising against SELLER
for actions prior to the date of this Purchase Agreement, whether before or
after execution by the parties, shall be sufficient cause for PURCHASER, and
in such event PURCHASER shall have the option in its sole discretion, to either
amend or cancel this Purchase Agreement and all attachments to this agreement.
PURCHASER hereby represents and warrants to SELLER the following:
PURCHASER is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada, and remain compliant with all
reporting requirements required by the United States Securities and Exchange
Commission and applicable state law or regulation.
The execution, delivery and performance by PURCHASER of this Agreement is
within PURCHASERs corporate powers, has been duly authorized by all necessary
corporate or stockholder action on its part, does not contravene restriction
binding on or affecting PURCHASER or any of its properties, and do not result
in or require the creation of any lien, security interest or other charge or
encumbrance upon or with respect to any of its properties.
This Agreement is a legal, valid and binding obligation of PURCHASER
enforceable against PURCHASER in accordance with its respective terms.
6. INTEGRATION.
This Agreement together with all exhibits amendments and supplements represents
the complete and entire Agreement between the parties hereto. This Agreement
either embodies or supersedes all prior, contemporaneous or subsequent oral
agreements, representations, understandings, and all written notations,
memoranda or correspondence of any party hereto, their agents, employees or
other related persons, related to the work contemplated in this Agreement.
7. CONSTRUCTION AND JURISDICTION.
This Agreement shall be construed and enforced pursuant to the laws of the
State of Nevada, USA. By affixing their signatures to this agreement, the
parties hereby submit themselves to the courts of the State of Nevada, for the
judicial resolution of any disputes arising under the terms, interpretation or
performance of this agreement. If any one or more paragraphs in this Agreement
is found to be unenforceable or invalid, the parties agreement on all other
paragraphs shall remain valid. Non enforcement of any section of this Agreement
by either party does not constitute a waiver or consent and both parties
reserve the right to enforce this Agreement at their discretion.
8. ATTORNEY'S FEES.
In the event either party is required to retain counsel to enforce the
provisions of this Agreement or to bring legal action to enforce the provisions
of this Agreement or remedy any breaches of this Agreement, the prevailing
party in such action shall be entitled to its costs and attorney's fees
incurred in such action or procedure, whether or not an action is ultimately
filed in a court of proper agreed jurisdiction.
WHEREFORE, the parties have affixed their signatures to this Agreement the date
first above stated. Furthermore, by signing this Agreement all signature
parties acknowledge they fully understand and agree to all the terms and
conditions of this Agreement.
PURCHASER SELLER
By :/s/Murray N. Conradie By :/s/Jorge Montero Pochet
- ------------------------- -------------------------
Murray N. Conradie Jorge Montero Pochet
President/CEO President/CEO
Nutek Inc. Sin Fronteras Inc.