UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 2003
Rapidtron, Inc.
(Exact name of registrant as specified in charter)
Nevada 88-0455472
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
800 N. Rainbow Blvd., Suite 208
Las Vegas, NV 89107-1103
(Address of Principal Executive Office) (Zip Code)
(702) 948-5017
(Registrant's Executive Office Telephone Number)
Note: This Form 8-K/A is being filed to amend the Current Report on Form
8-K of Rapidtron, Inc. filed with the Securities and Exchange Commission on
January 23, 2003. The Registrant is amending the report to reflect changes
made to exhibits A and to include exhibit B of the Agreement and Plan of
Merger. Please see Item 5 for a description of the changes.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Upon completion of the merger described in Item 5 below, there will be a
change in control of the Registrant as a result of:
(i) the issuance of 9,600,000 shares of restricted common stock to the
shareholders of RAPIDTRON, INC., a Delaware corporation;
(ii) the cancellation of 13,943,750 shares of common stock held by current
stockholders of the Registrant; and
(iii) the appointment of two new directors as a result of the merger and
the resignation of Dr. Veltheer as a director and the sole officer the
Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On January 17, 2003, the Registrant entered into an Agreement and Plan
of Merger among RTI Acquisition Subsidiary ("RTI SUB"), a Nevada corporation
and wholly-owned subsidiary of the Registrant, and RAPIDTRON INC. a Delaware
corporation ("RAPIDTRON"), whereby the Registrant is to issue 9,600,000
shares of its restricted common stock in exchange for 100% of RAPIDTRON's
outstanding common stock.
Closing of the merger is subject to regulatory review, stockholder
notification, the advance of a further $500,000 to RAPIDTRON, and the
satisfaction of other customary conditions. Holders of a majority of the
Registrant's shares of common stock have already voted in favor of the
transaction. The merger is anticipated to close in approximately 30 days.
The Registrant plans to file with the SEC a Definitive Information
Statement in connection with the merger and mail the Definitive Information
Statement to its stockholders of record. The Definitive Information
Statement will contain important information about the Registrant, RAPIDTRON,
the merger and related matters that should be considered by stockholders
before making any decision regarding the merger and related transactions.
Stockholders of the Registrant are urged to read the Definitive Information
Statement when it is filed and any other relevant documents filed with the
SEC. Once it is filed with the SEC, the Definitive Information Statement and
other documents will be available free of charge on the SEC's web site at
www.sec.gov. In addition, the Registrant files annual, quarterly and special
reports and other information with the SEC that are also available free of
charge at the SEC's web site.
This Form 8-K/A is being filed to reflect the changes made to Steve
Meineke's and Peter Dermutz's employment agreements attached as exhibit A to
the Agreement and Plan of merger and to include exhibit B to the Agreement
and Plan of merger which was inadvertently omitted from the Current Report on
Form 8-K filed January 23, 2003.
The amount of stock options that Steve Meineke will receive has been
changed from 625,000 to 450,000 stock options with a conversion price of
$1.00 per share. Peter Dermutz's employment title has changed from General
Manager to Executive Vice President of Rapidtron.
A copy of the Agreement and Plan of Merger among the Registrant, RTI SUB
and RAPIDTRON and its exhibits is filed as an exhibit to this Current Report
and is incorporated in its entirety herein.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
EXHIBITS
2.1 Agreement and Plan of Merger, dated January 17,
2003 among Rapidtron, Inc. (formerly The
Furnishing Club), RTI Acquisition Subsidiary,
Inc. and RAPIDTRON, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: January 31, 2003
RAPIDTRON, INC.
By: /S/DR. JOHN VELTHEER
Dr. John Veltheer, President