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): September 10, 2002
CONCENTRAX, INC., INC.
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(Exact name of registrant as specified in its charter)
Nevada 0 32459 65-0887846
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(State or other jurisdiction Commission (IRS Employer
of Incorporation) File Number Identification No.)
817 Oak Glen Houston, Texas 77076
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (888) 481-2207
(Former name or former address, if changed since last report.)
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
SEE ITEM 5.
ITEM 5. OTHER EVENTS.
A. Pangea Design, Inc. ("Pangea")
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Concentrax, Inc. ("the Registrant") and Pangea effectuated a Plan and Agreement
of Reorganization in accordance with 368(A)1(B) of the Internal Revenue Act on
September 10, 2002 (made effective as of August 30, 2002) , wherein all of the
100,000 issued and outstanding Common Stock shares of Pangea Design, Inc. were
exchanged for 800,000 shares of the Registrant's Common Stock. The exchange
ratio, therefore, was eight (8) shares of Concentrax, Inc. Common Stock for
each single (1) share of Pangea Design, Inc. (8:1).
Contemporaneously with the closing of the Reorganization, the president of
Pangea Design, Inc., Jeremy Wessels, became vice president, Chief Technical
Officer of the Registrant and was appointed as a Director of the Registrant.
Upon the effectuation of the Reorganization, the constituent companies drafted
Articles of Merger which will be filed with the states of Nevada and Texas.
Pangea Design, Inc
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Pursuant to the Plan and Agreement of Reorganization for the acquisition of
Pangea Design, Inc. the transaction was deemed effective at as of 5:00 p.m. on
August 30, 2002. To effectuate the acquisition, the all three of the
shareholders of Pangea (being Jeremy Wessels, Edward Wadsworth and Josh Choi)
and the Registrant entered into a Plan and Agreement of Reorganization pursuant
to section 368(A)1(B) of the Internal Revenue Code. The Registrant intends to
immediately merge its new wholly owned subsidiary with and into the parent
corporation, Concentrax, Inc. In the stock-for-stock exchange, the Registrant
acquired all of the issued and outstanding capital stock of Pangea Design, Inc.
for a total of 800,000 shares of Concentrax, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Concentrax, Inc. will be filing the financial statements by amendment within
60 days, as permitted by the instructions of this form 8-K, Item 7.(a)(4).
Exhibit Index
10.17 Plan and Agreement of Reorganization with the Shareholders
of Pangea Design, Inc.
10.18 Employment Agreement with Jeremy Wessels
10.19 Employment Agreement with Edward Wadsworth
10.20 Employment Agreement with Josh Choi
SIGNATURES
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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.
CONCENTRAX, INC.