UNITED STATES
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 20, 2003
Emporia Systems, Inc.
------------------------------------
(Exact name of Registrant as specified in charter)
Nevada 88-0423785
----------- -----------------
(State of Other (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
38820 N. 25th Avenue, Phoenix, AZ 85086
- ---------------------------------- --------
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (480) 229-3668
N/A
---------------------------
(Former Name or Former Address, if Changed Since Last Report)
PAGE-1-
Item 1. Changes in Control of Registrant
On March 20, 2003, Emporia Systems, Inc. (the "Company" or
"Emporia") executed a Letter of Intent (the "LOI") with Sciteck,
Inc., a Delaware corporation ("Sciteck"), whereby the Company
shall purchase all of the issued and outstanding common voting
stock of Sciteck.
Upon the preparation and execution of a definitive share
purchase agreement (the "Definitive Agreement"), the Company
and/or its designee(s) shall acquire all the issued and
outstanding shares of Sciteck common stock (the "Sciteck Shares")
for an aggregate of 46,000,000 newly issued shares of common
stock of the Company (the "Emporia Shares"). Additionally,
Sciteck shall transfer to the Company $50,000 in working capital
within five (5) days of the execution of the LOI.
All shares exchanged in this transaction shall be restricted
securities as that term is defined in Paragraph (a)(3) of Rule
144, under the Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, an aggregate of 50,000,000
shares of the Company shall then be issued and outstanding upon
consummation of this proposed transaction.
As a result of the foregoing, and the matters ratified and
approved by greater than a 50.1% majority of the stockholders of
Emporia at a Special Meeting of Shareholders the post-transaction
capitalization of the Company is anticipated to be as follows:
Authorized: 100,000,000 shares of par value $0.001 common stock
Shares Percentage
---------------------------------------
Owned by Scieteck: 46,000,000 92.00%
Owned by affiliates of Emporia: 1,000,000 2.00%
Owned by Emporia shareholders: 3,000,000 6.00%
---------------------------------------
Total Issued and Outstanding: 50,000,000 100.00%
The Definitive Agreement shall contain the basic terms and
conditions together with such other representations, warranties,
covenants, terms, indemnities and conditions as would be usual
and customary for a transaction similar in nature to that which
is contemplated in the LOI, and which are mutually agreeable to
the parties. In addition, the Definitive Agreement shall be
subject to review authorization by the appropriate state and
federal regulatory bodies.
It is anticipated that within a reasonable period after the
execution of the Definitive Agreement, Emporia shall tender to
Sciteck the resignation of each of the officers and directors of
the Company effective seriatim on that date, with such vacancies
filled by the nominees of Sciteck.
Item 7(c). Exhibits
99.1 Letter of Intent dated March 13, 2003, executed March 20, 2003
PAGE-2-
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Date: March 27, 2002
Emporia Systems, Inc.
By: /s/ G. Polyhronopoulos
---------------------------
G. Polyhronopoulos, President and Director
PAGE-3-