1 ================================================================================ 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): November 15, 1998 CONCAP, INC. (Exact name of Company specified in its charter) TEXAS 0-17597 76-0252296 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 3700 CRESTWOOD PARKWAY SUITE 1000 DULUTH, GEORGIA 30096 (Address of principal executive offices) (Zip Code) (770) 638-1019 (Registrant's telephone number, including area code) ================================================================================ Page 1 of 3 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 15, 1998, the Registrant acquired a one hundred percent (100%) membership interest in Troxtel Holding Company, LLC d/b/a/ Temporary Help Connection ("THC"), a Michigan company, in exchange for 1,250,000 shares of the Registrant's common stock, par value $.001 per share. In addition, the Registrant agreed to provide to THC receivable financing of up to 75% for approved accounts. THC is engaged in the business of light industrial temporary staffing. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of CONCAP, Inc. Financial statements of the Registrant prepared in accordance with Regulation S-X and required to be filed pursuant to this section are not available at this time. Such financial statements will be filed by the Registrant as soon as practicable by an amended Current Report on Form 8-K which will be filed within 60 days after the filing of this Current Report on Form 8-K. (b) Pro Forma Financial Information. The pro forma financial statements of the Registrant required to be filed pursuant to this section are not available at this time. Such pro forma financial information will be filed by the Registrant as soon as practicable by an amended Current Report on Form 8-K which will be filed within 60 days after the filing of this Current Report on Form 8-K. (c) The following exhibits are filed herewith: Exhibit - ------- Page No. -------- 2.1* Purchase Agreement dated November 15, 1998 between the 4 Registrant and Troxtel Holding Company, LLC * To be filed by Amendment -2- 3 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. CONCAP, INC. /s/ Scott Schuster -------------------------------------------- SCOTT SCHUSTER Chief Executive Officer Date: November 30, 1998 -3-