UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OR
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2001
ORGANIK TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Washington 0-18935 81-0440517
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) Number)
35 Austin Lane
Alamo, CA 94507
(Address of principal executive offices)
(925) 487-2623
(Registrant's telephone number, including area code)
1919 70th Avenue West
Tacoma, WA 98466
(Former names or former address, if changed from last report)
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Item 2. Acquisition or Disposition of Assets.
On November 16, 2001, the Registrant and Telemax Global Communications, Inc.
("TGC") entered into a Plan and Agreement of Reorganization (the "Agreement").
In accordance with the Agreement, the Registrant will acquire all of the issued
and outstanding common stock of TGC in exchange for nine million (9,000,000)
shares of the Registrant's common stock. The transaction contemplated by the
Agreement is intended to be a "tax-free" exchange pursuant to the provisions of
Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.
Upon the close of the transaction, which is expected to occur by the end of
December 2001, the five shareholders of TGC will own approximately ninety-one
percent (91%) of the Registrant's then-outstanding common stock and therefore
will control the Registrant's future activities and business. The closing of the
transaction is subject to certain covenants and representations, completion of
audited statements, various due diligence requirements and shareholder approval.
There is no assurance that the transaction will close at the end of December
2001 or at any other time.
Shareholders of TGC currently own approximately forty-one percent (41%) of the
issued and outstanding common stock of the Registrant.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit Description
Number
10.21 Plan and Agreement of Reorganization dated November
16, 2001, between the Registrant and Telemax Global
Communications, Inc.
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.
Dated: November 19, 2001
ORGANIK TECHNOLOGIES, INC.
By: /s/ A.J. Salomon
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A.J. Salomon, President
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