UNITED STATES
SECURITIES 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): May 23, 2002
REDCELL POWER CORPORATION
f/k/a Infobooth, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-4067173
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State of Incorporation IRS Employer ID No.
1250-999 West Hastings
Vancouver, British Columbia V6C 2W2
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Address of principal Executive Offices Zip Code
Registrant's Telephone Number (604) 605-8852
Item 1. Changes in Control of Registrant
On May 23, 2002, the Company acquired 100,000 shares of
common stock, $1.00 par value, of Redcell Canada Inc.,
(hereinafter "Redcell") a company incorporated under the
laws of the province of Alberta.
The acquisition was consummated by the execution of an
Acquisition Agreement dated May 7, 2002. The shares acquired by
the Company represented one hundred (100%) percent of all of
Redcell's then currently issued and outstanding common stock in a
tax free stock-for-stock acquisition. The aggregate purchase
price paid by the Company for the Redcell common shares was
8,000,000 newly issued shares of post-reverse split shares of
voting common stock of the Company, $0.001 par value. These
shares will be issued to the sellers of the Redcell shares
subsequent to a 1 for 10 reverse split by the Company of its
voting common stock. Additionally, pursuant to the terms of the
Acquisition Agreement the sum of 257,501 shares of common stock
of the company, held by the previous majority shareholders of the
company, shall be canceled.
As a result of the foregoing transaction, there was a change in
control of the company to the shareholders of Redcell. The
shareholders of Redcell now hold approximately 99% of the
outstanding shares of common stock of the company. Furthermore,
Messrs. Shane Henty Sutton, David Sutton and Peter Moulinos have
resigned as directors of the Company and Messrs. Cameron King and
Johannes Retief have been appointed as directors. The resigning
directors have no disagreement with the registrant and have
resigned as a normal course of change of control.
Item 2. Acquisition or Disposition of Assets
On May 23, 2002, the Company acquired 100,000 shares of common
stock, $1.00 par value, of Redcell Canada Inc., (hereinafter
"Redcell") a company incorporated under the laws of the
province of Alberta.
The acquisition was consummated by the execution of an
Acquisition Agreement dated May 7, 2002. The shares acquired by
the Company represented one hundred (100%) percent of all of
Redcell's then currently issued and outstanding common stock in a
tax free stock-for-stock acquisition. The aggregate purchase
price paid by the Company for the Redcell common shares was
8,000,000 newly issued shares of post-reverse split shares of
voting common stock of the Company, $0.001 par value. These
shares will be issued to the sellers of the Redcell shares
subsequent to a 1 for 10 reverse split by the Company of its
voting common stock. Additionally, pursuant to the terms of the
Acquisition Agreement the sum of 257,501 shares of common stock
of the company, held by the previous majority shareholders of the
company, shall be canceled.
As a result of the foregoing transaction, there was a change in
control of the company to the shareholders of Redcell. The
shareholders of Redcell now hold approximately 99% of the
outstanding shares of common stock of the company. Furthermore,
Messrs. Shane Henty Sutton, David Sutton and Peter Moulinos have
resigned as directors of the Company and Messrs. Cameron King and
Johannes Retief have been appointed as directors. The resigning
directors have no disagreement with the registrant and have
resigned as a normal course of change of control.
There was no material relationship between the Company and
Redcell prior to the acquisition by the company of the Redcell
shares.
Item 5. Other Events and Regulation FD Disclosure.
Control of the company has now passed to the shareholders of
Redcell. The company shall now adopt the business plan
of Redcell and proceed with the business operations of Redcell.
Additionally, the company has changed its name to "RedCell Power
Corporation" and shall file an amendment to its certificate of
incorporation reflecting the name change.
RedCell seeks to market and distribute quality portable power
batteries, such as alkaline, photo lithium, watch, calculator,
hearing aid and cordless telephone batteries, through strategic
partnerships secured by RedCell with premier associations and
well known entities. Redcell will seek to have its batteries
produced by quality manufacturer who shall in turn allow Redcell
to distribute these power products bearing the Redcell name and
logo. Without the overhead associated with the manufacture of
power products, RedCell believes it will be able to offer
packages, which contain more product than competitors, at the
same price point.
RedCell owns or has rights to various trademarks, copyrights and
trade names used in its business, including the following:
RedCell, RedCell Batteries, RedCell.com, "Power of Performance".
Redcell currently has strategic marketing partnerships with
NASCAR, the Dallas Cowboys, and Mattel products, which are all
well known US household associations and entities, and which
Redcell believes shall allow for a cross-branding of products and
allow Redcell the opportunity to obtain brand name recognition
and demand for its products through these partnerships. RedCell
shall also seek to develop further strategic partnership to
market and distribute its power batteries. The goal shall be to
market these products to the public, bearing both the RedCell
brand name and the strategic partner's name, to consumers who are
loyal to the strategic partner and who shall benefit from the use
of RedCell's quality portable power batteries.
RedCell shall outsource its warehousing and distribution of its
products to Warehousing Services Incorporated ("WSI"), which
shall provide all shipping, storing and receiving services. WSI
shall provide a sophisticated Product Control System, which will
interface directly with RedCell accounting and inventory systems.
RedCell maintains a United States office, located at 3875
Industrial Avenue, Hemet, California 92545, and a Canadian office
1250-999 West Hastings Street, Vancouver, British Columbia V6C
2W2.
President and Chief Executive Officer of RedCell is Mr. Cameron
King. He has previously held senior positions at the Bank of
Nova Scotia before joining Durex Camline Wear Technology as
President. Here he obtained significant sales and marketing
experience.
Chief Operating Officer is Dr. Jannie Retief. He is a former
director for Langeberg Foods International, a prominent UK based
exporter to over fifty countries worldwide. He has held the
Chief Executive Officer position at a UK wine wholesaler and the
Marketing and Sales Director role at KWV, one of the largest wine
and spirit producers in the world.
Item 7. Financial Statements and Exhibits
At this time, it is impracticable to provide the required
financial statements for RedCell Power Corporation. The Company
however expects to file such financial statements as an amendment
to this Form as soon as practicable, but not later than sixty
(60) days after the report on this Form is to be filed.
A copy of the Acquisition Agreement between the Company and
Redcell Canada Inc., is attached hereto as an exhibit.
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: May 29, 2002
RedCell Power Corporation
(Registrant)
/s/ Cameron King
President and Chief Executive Officer