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) August 31, 2001
Fighton Succession Corporation
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(Exact Name of registrant as specified in its charter)
[To Be Known As Key Card Communications, Inc.]
California 33-14982-LA 33-0897453
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(State or other (Commission File Number) (I.R.S. Employ
jurisdiction of Identification No.)
incorporation)
5969 Cattleridge Boulevard, Suite 200, Sarasota, Florida 34232
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(Address of principal executive offices)
Registrant's telephone number, including area code (941) 552-2140
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Non Applicable
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(Former name or former address, if changed since last report.)
Certain statements in this 8-K including, without limitation, information set
forth under Item 1 on projected or estimated financial status of the Company may
contain foward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Act"), including, without limitation,
statements regarding th Company's expectations, beliefs, estimates, intentions,
and strategies about the future. Words such as, "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," or variations of such
words and similar expressions are intended to identify such forward-looking
statements, but their absence does not mean that the statement is not
forward-looking. The Company desires to avail itself of certain "safe harbor"
provisions of the Act and is therefore including this special note to enable the
Company to do so.
ITEM 1: CHANGE IN CONTROL OF REGISTRANT
The Registrant, Fighton Succession Corporation (hereafter Fighton or Registrant)
has as of an effective closing date of August 31, 2001, and subject to
subsequent shareholder notice and ratification, deemed that approximately 94% of
its currently issued and outstanding shares have been acquired by approximately
33 shareholders of a privately held Florida corporation known as Key Card
Communications, Inc. ("Key Card"). In this transaction between the majority
shareholders of both companies, and as approved by management of each company,
the Key Card shareholders acquired 16,716,414 shares of Fighton Succession
Corporation constituting approximately 94% of the currently and issued and
outstanding shares, 17,780,260 in exchange for 100% of the Key Card shares.
As of the date of the closing, Fighton had 50,000,000 common shares authorized,
no par value. The Registrant has only one class of stock. The transaction was
completed by the transfer from existing Fighton shareholders of approximately
3,433,000 Fighton common shares and the issuance of an additional 13,283,414
Fighton common shares to satisfy the required number of shares to close the
acquisition agreement described above.
The nature of this acquisition is sometimes referred to as a "reverse
acquisition" in that while Key Card Communications, Inc. is becoming the wholly
owned subsidiary and sole operating entity of Fighton Succession Corporation,
subject to subsequent shareholder vote. The Fighton Succession Corporation will
be renamed to Key Card Communications, Inc., or a reasonable derivation of such
name. Key Card management, as more particularly described below, will be
substituted as the new Board of Directors and management for the public entity
which shall assume and discharge the principal business activity of Key Card
Communications, Inc. as its sole operating business and purpose. Accordingly,
in most material respects, the Registrant takes on the business, management,
name and control from the operating subsidiary.
At the present time, the new management of the Registrant is considering, but
has not yet determined, whether to complete a formal merger between the
operating subsidiary and the parent Company, or whether it will continue to
operate the subsidiary as part of the public company. In the event that the Key
Card Communications, Inc. continues to operate as an operating subsidiary it
will also undergo a name change to reflect its operational status in
relationship to the parent Company and will use some related name, such as Key
Card Communications Operating Company. Additionally, the new Board of Directors
is considering, but has not yet determined, if a potential change of the
domicile of the parent corporation, incident to or separate from a merger with
the operating subsidiary, to the State of Nevada is in the best interest of the
reorganized Company.
Key Card is presently engaged in the business of providing prepaid long distance
services. Key Card was formed in May, 2000 and thereafter acquired 100% of the
stock of Five Star Communications, Inc. Key Card markets its prepaid calling
card products and services under the trade names Five Star and Key Card.
Key Card's core product, prepaid calling cards, incorporates a toll-free access
number and PIN (Personal Identification Number) printed on an array of
attractive, branded phone cards. Purchasers of these prepaid phone cards are
able to place international and domestic long distance calls from any touch tone
phone in the Continental United States at what are believed to be favorable
rates. The branded cards, in conjunction with Key Card's business model and
sales programs, have allowed Key Card to penetrate the marketplace and to create
a base of repeat customers.
Key Card focuses primarily on sales of cards to retailers and prepaid phone card
distributors. These resellers are believed attracted to Key Card's phone cards
due to their branded packaging, profitability and ease of use. By concentrating
on these two segments of the marketplace, Key Card hopes to maximize its future
profitability, generates repeat sales and continually increases its revenues.
Additionally, the Company sells a small portion of its cards directly to
consumers via Key Card's Internet presence and website from its principal place
of business in Sarasota, Florida. Key Card should be considered a start-up
entity as it has actively been engaged in its present business activities only
since May, 2000.
At present, Key Card had total gross revenues of approximately $4,888,688 for
the calendar year ending December 31, 2000 and approximately $4,142,880 in
revenues year to date through August 31, 2001. Key Card has not obtained an
operating profit for these periods and had a net loss for fiscal year 2000. Key
Card anticipates its initial profit in the fourth quarter of 2001, though it
will have a net loss for calendar year 2001 operations.
Key Card anticipates that it will have an unaudited, consolidated financial
statement prepared for the third quarter ending September 30, 2001. This
statement should be prepared within 45 days of the end of the third quarter and
which consolidated accounting will be filed as a supplement to this 8-K report,
as well as the first 10-Q report filed by the new management to the Company for
the third quarter of 2001.
The Company by majority consent of its present shareholders has designated as
interim directors, Mr. B. Stephen May of Sarasota, Florida, Mr. Michael Rejbeni
also of Sarasota, Florida and Mrs. Marcia Bates of Sarasota, Florida. Key Card
intends to shortly call a Special Shareholder Meeting to allow all shareholders
to vote upon the election of the interim directors or other nominees; the
reorganization and possible merger; and the change of name and other related
matters, including any dissenting shareholder rights.
The new Board has in turn designated and appointed Mr. Michael Rejbeni as
President and COO; Mr. B. Stephen May as CEO and Treasurer; and Mrs. Marcia
Bates as Secretary. These appointments are summarized as follows:
NAME OFFICE ADDRESS
Mr. B. Stephen May Director/CEO/Treasurer Sarasota, Florida
Mr. Michael Rejbeni Director/President/COO Sarasota, Florida
Mrs. Marcia Bates Director/Secretary Sarasota, Florida
The completion of the various reorganization matters generally described above
will be reported in more detail as part of the periodic filing by the Registrant
on Forms 10-QSB and 10-KSB as subsequently due and completed.
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
As part of the general Reverse Acquisition described under Part 1, above, the
Registrant has acquired all of the tangible and intangible assets of its fully
owned operating subsidiary Key Card Communications, Inc., subject to final
shareholder vote.
Key Card Communications, Inc., as a private company, has not historically
maintained independent audited financial information; however, the combined
consolidated Financial Statements for Key Card and its parent will be reported
as set-out below.
The Registrant intends to have an independent unaudited consolidated financial
statement prepared as a supplement to this 8-K report as of approximately
November 14th for the third quarter ending September 30, 2001. Registrant does
not presently have a pro forma consolidate balance sheet, but believes the
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foregoing approximate revenue figures are generally accurate, but cannot warrant
or represent such figures until such consolidated accounting has been completed
and such estimates are subject to the more complete accounting to be filed,
including all accounting notes applicable to such supplemental accounting.
As a working entity, the Registrant plans to continue the present business
activity of the acquired subsidiary.
ITEM 4: CHANGE OF REGISTRANT'S CERTIFIED ACCOUNTANT
Historically the Florida firm of Weinberg & Company, P.A. of Boca Raton, Florida
has provided the independent accounting and auditing services to the Registrant.
Registrant has not presently determined the designation of the independent
auditors for the company, but which firm will be shortly retained to complete
the consolidated Financial Statements described above. Weinberg & Company have
indicated a willingness to assist during the transitional period in supplying
historical accounting information for the Company, or in continuing as its
auditors if designated by the Board.
ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS
Preceding the closing of the Majority Share Acquisition described under Item 1,
the then existing directors of Fighton Succession Corporation, Mr. Tim T. Chang
and Mr. Patrick R. Boyd resigned as officers and directors as of June 21, 2001.
These individuals have continued to represent the Registrant on an informal and
interim basis as liaison agents to complete the reorganization and closing as
indicated under Item 1. The new Board of Directors, as identified under Item 1,
are deemed to be appointed and effective as of August 31, 2001. They will serve
on an interim basis until the next regular election of directors by the
shareholders of the Registrant. No date is presently set for the next election
of directors.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
The Company has generally estimated the basic financial data as presently known
to management as a result of the proposed reorganization. Actual consolidated
unaudited financial statements for the companies, on an unaudited basis, will
not be independently prepared or available until approximately the end of the
third quarter and will be filed as a supplement to this 8-K as well as the next
10-QSB report due on or about November 14, 2001. These financial's, as
prepared, will supplement this 8-K report.
Current management of the Registrant believes that the foregoing information
generally constitutes all significant available information on the
reorganization and resulting financial condition of the Registrant. Each
shareholder of record is being provided notice of this reorganization, including
a copy of this 8-K. Any shareholder may ask for further or additional
information as may be available from management of the Company at the address
supplied on the cover of this current 8-K report.
The Company intends to retain its fiscal year accounting on a calendar year
basis ending December 31st of each year.
Exhibits:
1. Consolidated Financial Statements (To Be Subsequently Filed).
2. Closing Agreement for Stock Exchange.
3. Majority Shareholder Consent Resolution.
SIGNATURE
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.
FIGHTON SUCCESSION CORPORATION
To Be Known As Key Card Communications, Inc.
Date: 9-10-01 By: /s/ Michael Rejbeni
--------- Mr. Michael Rejbeni
President