SECURITIES AND 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): March 13, 2002
Commission File Number: 000-28005
CobraTech International, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 88-0422028
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Suite 2300, 1066 West Hastings Street, Vancouver,
British Columbia, Canada V6E 3X2
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(Address of principal executive offices) (Zip Code)
(604) 608-1610
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Registrant's telephone number, including area code:
6511 Jasper Road Sechelt, British Columbia Canada V0N 3A8
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(Former Address of Principal Executive Offices)
(604) 885-0401
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(Registrant's Former Telephone Number, Including Area Code)
Michael J. Muellerleile
MC Law Group
4100 Newport Place, Suite 830
Newport Beach, California 92660
(949) 250-8655
Facsimile: (949) 250-8656
Page 1 of 3
Index to Exhibits specified on Page 2
Item 1. Changes in Control of Registrant.
On March 13, 2002, Mr. Cheung was appointed as a director of CobraTech
International, Inc., a Nevada corporation ("Registrant"). On March 13, 2002, Mr.
Cheung purchased 14,000,000 shares of common stock from John Devlin, the officer
and director of the Registrant, in exchange for $14,000. The source of that
$14,000 was the personal funds of Mr. Cheung. On March 13, 2002, John Devlin
resigned as the President, Secretary, Treasurer and director of the Registrant.
On March 13, 2002, Mr. Cheung was appointed as the President, Secretary, and
Treasurer of the Registrant. As a result of this transaction, Mr. Cheung
directly and personally owns 14,000,000 shares of the Issuer's common stock
which comprises 57.85% of the Issuer's total issued and outstanding shares. Mr.
Cheung has sole voting and dispositive power as to the 14,000,000 shares he owns
directly.
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 13, 2002, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
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Title of Class Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Owner
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Common Stock Joe Cheung
Suite 2300, 1066 West Hastings Street 14,000,000 shares, 57.85%
Vancouver, British Columbia director
Canada V6E 3X2
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Common Stock All directors and named executive officers as 14,000,000 shares 57.85%
a group
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Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of the Registrant's common stock which may be acquired
upon exercise of stock options or warrants which are currently exercisable or
which become exercisable within 60 days of the date of the table are deemed
beneficially owned by the optionees. Subject to community property laws, where
applicable, the persons or entities named in the table above have sole voting
and investment power with respect to all shares of the Registrant's common stock
indicated as beneficially owned by them.
The Registrant is not aware of any arrangements which may result in "changes in
control" as that term is defined by the provisions of Item 403 of Regulation
S-B.
Item 5. Other Events
On March 13, 2002, the Registrant changed its address to Suite 2300, 1066
West Hastings Street, Vancouver, British Columbia, Canada V6E 3X2.
Item 6. Resignations of Registrant's Directors.
On March 13, 2002, John Devlin resigned as the President, Secretary, Treasurer,
and director of the Registrant. The resignation is not the result of any
disagreement with the registrant on any matter relating to the Registrant's
operations, policies or practices. A copy of Mr. Devlin's resignation is filed
as Exhibit 17.1 to this Form 8-K.
Index to Exhibits
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17.1 Resignation of John Devlin
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, thereunto duly authorized.
CobraTech International, Inc.
March 13, 2002 By: /s/ Joe Cheung
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Joe Cheung, President