SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT INFORMATION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 18, 1997
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Algorhythm Technologies Corporation
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(Exact name of registrant as specified in its charter)
Florida 0-25276 88-0320364
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4330 NW 207th Drive, Miami, FL 33055
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 625-0332
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Nitros Franchise Corporation
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 18, 1997 Telephonetics International, Inc. acquired 4,675,889
shares from David Bawarsky (2,600,000) and from Alan J. Kvares (2,075,889) in
exchange for 400,000 shares of Telephonetics International Inc. (200,000 shares
each to Mr. Bawarsky and Mr. Kvares). The Registrant's shares were valued at
$.4375 per shares. In addition, Telephonetics acquired additional shares as
follows: July 18, 1997 1,000 shares in the open market; July 22, 1997 600
shares in the open market; and on July 23, 1997 as a result of the acquisition
of its subsidiary, Algorhythm Technology, Inc., by the Registrant, it received
1,000,000 shares. Mr. Bawarsky and Mr. Kvares are the President and CEO
respectively, directors and controlling shareholders of Telephonetics
International, Inc.
In actuality there is no change in control, except Telephonetics now owns
directly 4,675,889 shares that were owned by Mr. Bawarsky and Mr. Kvares, as set
forth above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information as of July 23, 1997 of the
Company's Common Stock with respect to the shares owned by its officers,
directors, both individually and as a group, and by the record and/or beneficial
owners of more than 5% of the outstanding amount of such stock.
Name and Address Amount and nature of
of beneficial owner beneficial ownership Percentage of Class
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David Bawarsky 6,803,378(1) 68.69%
6184 Vista Linda Lane
Boca Raton, FL 33433
President, CEO, Director
Alan J. Kvares 5,677,489(2) 59.1%
4330 NW 207th Drive
Miami, FL 33055
Secretary, Director
Jason Sherman 1,119,889 11,66%
558402 Arbor Club Way
Boca, Raton, FL 33055
Vice President, Director
Telephonetics International, Inc. 5,677,489 59.1%
4330 NW 207th Drive
Miami, FL 33055
Officer and Directors 6,803,378(1)(2) 80.0%
as a group (4 persons)
2
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1. Includes 5,677,489 shares owned by Telephonetics International, Inc. and
300,000 shares that Mr. Bawarsky has options to purchase. Mr. Bawarsky is
the President, and a director of Telephonetics International Inc. and he
along with Mr. Kvares are the controlling shareholders of Telephonetics
International, Inc.
2. Includes 5,677 4899 shares owned by Telephonetics International, Inc. Mr.
Kvares is the CEO and a director of Telephonetics International Inc. and
he along with Mr. Bawarsky are the controlling shareholders of
Telephonetics International, Inc.
5. OTHER EVENTS.
On July 18, 1997 the Board of Directors formally agreed to the termination
of the proposed merger between the Registrant's subsidiary, Quicklab Multimedia
Centers, Inc., a Nevada corporation with Quicklab Multimedia Centers, Inc., a
Florida corporation, and the subsequent spin off of the merged company, for the
principal reason that pursuant to the rules, regulations and/or guidelines of
the Securities and Exchange Commission the principal objective of the
transaction could not be accomplished.
On July 23, 1997 the Registrant acquired Algorhythm Technologies, Inc., a
subsidiary of Telephonetics International, Inc. as stated in item 1 above. On
July 24, 1997 the Registrant changed its name to Algorhythm Technologies
Corporation Inc. and its new trading symbol is ALGR.
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
ALGORHYTHM TECHNOLOGIES CORPORATION
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REGISTRANT
By: /s/ David Bawarsky
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DAVID BAWARSKY, President
Dated: August 1, 1997