SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report: July 22, 2002
(Date of earliest event reported)
DIGITRAN SYSTEMS, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11034 72-0861671
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
205 West 8800 South, P.O. Box 91, Paradise, UT 84328-0091
(Address of Principal executive offices and zip code)
(435) 757-4408
(Registrant's telephone number, including area code)
Item 2 - Acquisition or Disposition of Assets
The Board of Directors of Digitran Systems, Incorporated (the Company")
hereby reports the sale of Digitran, Inc., it's operating subsidiary in a
stock exchange. In a Share Exchange Agreement (attached as Exhibit A), the
company exchanged 1,000 shares (100%) of the stock of Digitran, Inc., a Utah
corporation to Digitran Simulation Systems, Inc. ("DSSI"), an Arizona
Corporation for 90 shares (9%) of DSSI. On July 16, 2002, DSSI completed its
obligations for the closing of the transaction by recording the Share Exchange
Agreement with the State of Arizona, after representatives of each company
physically exchanged share certificates on July 6, 2002. The Share Exchange
Agreement, dated April 15, 2002 calls for an effective date of April 29, 2002,
irrespective of the date of the actual share exchange. Therefore, the
disposition of Digitran, Inc. is reflected in the Company's financial
statements for the year ended April 30, 2002.
Digitran, Inc. was the Company's operating subsidiary or division and
held the Petroleum Drilling Simulation Systems (software) business. Although
this subsidiary had nominal physical assets with no recorded book value at the
time it entered into the Share Exchange Agreement, it maintained a worldwide
lead in customer base and installations as well as the value of the Digitran
Trade name, which is still recognized on a worldwide basis. The Board of
Directors also felt an obligation to the division's customers to seek a manner
in which the division could continue to service the needs of the customers and
the marketplace that Digitran, Inc. had created. Included with the exchange of
100% of the shares of Digitran, Inc, the Company transferred its Petroleum
drilling Simulation Systems Business, history, installation base, customers,
software, trade name, source code, assets and liabilities. The assets were
carried at zero ($-0-) value and the related liabilities were approximately
$3.3 million.
The principals of DSSI are related parties to Digitran Systems,
Incorporated. They are the heirs and in-laws of Ms. Loretta Trevers. Ms
Trevers was the former (and now deceased) Co-founder, Chairman, CEO, CFO, and
controlling shareholder of Digitran Systems, Incorporated. As such, they are
familiar with the adverse financial condition of Digitran, Inc. and best
prepared to overcome the problems facing this division and to continue
operations. They are represented in Management of DSSI through Stuart Reeves,
a former son-in-law to Ms. Trevers. The heirs of Ms. Trevers are also the
controlling shareholders in Digitran Systems, Incorporated, although, under
the provisions of a proposed Merger Transaction, reported previously on Form
8-k on November 11, 2001, they would exchange their control position with the
principals of Tradingear.com, Inc., the reverse merger candidate for Digitran
Systems, Incorporated.
Item 7 - Financial Statements and Exhibits.
Exhibit No. Description
- ----------- -----------
Ex-10 Share Exchange Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Digitran Systems, Incorporated
Registrant
Dated July 22,2002 By:/s/Aaron Etra
By: Aaron Etra
(Chairman)
By:/s/Gary Blum
By: Gary Blum
(Director)
By:/s/Scott Lybbert
By: Scott Lybbert
(Secretary)