UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) 05-08-03
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Rapidtron, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-31713 88-0455472
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
3151 Airway Avenue Bldg Q, Costa Mesa, California 92626-4627
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 949-798-0652
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) Description of the Transaction
On May 8, 2003, we closed the acquisition of Rapidtron, Inc., a Delaware
corporation, pursuant to the terms and conditions of the Agreement and Plan of
Merger, dated January 17, 2003, as amended on March 31, 2003. The transaction is
more fully described at the beginning of Part I of our Form 10-QSB, filed with
the Securities and Exchange Commission on May 19, 2003, which Part I is hereby
incorporated into this report.
We agreed to appoint John Creel and Steve Meineke as Directors, to serve
until the next regularly scheduled meeting of the stockholders. We also
appointed John Creel to serve as our President and Chief Executive Officer, and
Steve Meineke to serve as our Secretary and Treasurer.
On April 14, 2003, we filed with the Securities and Exchange Commission a
Definitive Information Statement on Schedule 14C. Biographical information
concerning our new Board of Directors and Executive Officers is set forth in our
Information Statement and is incorporated herein by this reference.
(b) Future Changes in Control.
We are not aware of any arrangements the operation of which may at a
subsequent date result in a change in control of the registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to the Agreement, we acquired ownership of all of the issued and
outstanding capital shares of Rapidtron, Inc., a Delaware corporation, and as a
result, Rapidtron, Inc. became our wholly owned subsidiary.
The 9,600,000 common shares we issued to the former owners of Rapidtron,
Inc., a Delaware corporation, were not registered under the Securities Act of
1933, as amended ("Act"), but were issued in reliance upon the exemption from
registration provided by Section 4(2) of the Act, on the basis that the
transaction did not involving a public offering. All certificates evidencing
the shares we issued bear a customary form of investment legend and may not be
sold, pledged, hypothecated or otherwise transferred unless first registered
under the Act or pursuant to an available exemption from such registration
requirements.
We intend to continue the operations of Rapidtron, Inc. as our wholly-owned
subsidiary, as more fully described in our Plan of Operation included in our
Form 10-QSB, filed with the Securities and Exchange Commission on May 19, 2003,
which Plan of Operation is hereby incorporated into this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
We intend to file a copy of the audited financial statements for Rapidtron,
Inc., a Delaware corporation, for the period ending December 31, 2002, together
with the unaudited financial statements for the interim period ending March 31,
2003, as an amendment to this report prior to June 6, 2003, but we will, in no
event, file such financial statements within sixty (60) days from the filing of
this report.
(c) EXHIBITS
The following exhibits are included as part of this report:
2.1 Agreement and Plan of Merger, dated as of January 17, 2003, Agreement and
Plan Merger, dated January 17, 2003, is incorporated by reference to
Exhibit 2.1 of our Form 8-K, filed with the Securities and Exchange
Commission on January 23, 2003.
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated March 31, 2003, is
incorporated by reference to Exhibit 99.1 of our Form 8-K, filed with the
Securities and Exchange Commission on April 2, 2003.
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.
RAPIDTRON, INC., a Nevada corporation
Date: May 23, 2003 By: /s/ John Creel
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John Creel,
Chief Executive Officer