UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) April 9, 2002
Futronix Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-29943 86-0979534
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1760 S. Dimensions Terrace,
Homasassa, FL 34448
(Address of principal executive offices) (Zip Code)
(352) 628-1900
Registrant's telephone number, including area code
FourthCai, Inc.
10245 East Via Linda, Suite 220, Scottsdale, AZ 85285
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On April 9, 2002 a change in control of FourthCai, Inc. occurred pursuant to an
Agreement and Plan of Reorganization among FourthCai, Inc., a Nevada corporation
("FourthCai"), Futronix, Inc., a Florida corporation, and Corporate Architects,
Inc., a Nevada corporation. A copy of the Agreement and Plan of Reorganization
is attached as Exhibit 2. As agreed by all of the shareholders of both
companies, FourthCai acquired 100% of the issued and outstanding stock of
Futronix in exchange for 9,299,500 newly issued shares of FourthCai. Immediately
prior to this stock exchange transaction, the majority shareholder of FourthCai
approved and completed a reverse stock split that reduced the number of issued
and outstanding shares of FourthCai, Inc. to from 5,040,000 shares 700,000
shares.
The result of these transactions was to cause the shareholders of FourthCai who
owned 5,040,000 shares before the transactions, to own 700,000 shares of
FourthCai after the transactions, and the shareholders of Futronix to own
9,299,500 shares of FourthCai after the transactions.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 20, 2002, the Board of Directors of Futronix and all of the
shareholders of Futronix approved and agreed to the transfer of all of the
issued and outstanding shares of Futronix to FourthCai in exchange for 9,299,500
newly issued shares of FourthCai common stock, with such transfer to be
effective as of April 9, 2002.
ITEM 5. OTHER EVENTS.
On April 1, 2002, the First Article of the Articles of Incorporation of
FourthCai, Inc. was amended, changing the name of the registrant to Futronix
Group, Inc.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Effective April 9, 2002, Mr. Edmond Lonergan, the registrant's sole officer and
director, appointed Mr. Nevin Jenkins as an additional member of the Board of
Directors of the registrant. Mr. Lonergan then tendered his resignation as an
officer of the registrant and as a member of the Board of Directors of the
registrant. A copy of Mr. Lonergan's letter of resignation is attached as
Exhibit 17.
Effective April 9, 2002, the board accepted the resignation of Mr. Lonergan as a
director and officer of the registrant. Mr. Rande Newberry was appointed to fill
the vacancy left by Mr. Lonergan's resignation. Concurrently therewith, Mr.
Jenkins was elected President and Chief Executive Officer of the registrant and
Mr. Rande Newberry was elected Vice President, Secretary and Treasurer.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The unaudited financial statements of Futronix, Inc. are attached as
Exhibit 99.1.
(b) The unaudited pro forma consolidated financial statements of the merged
Companies are attached as Exhibit 99.2.
(c) Exhibit Description
Exhibit 2 Agreement and Plan of Reorganization
Exhibit 17. Letter of Resignation
Exhibit 99.1 Unaudited Financial Statements of Futronix, Inc.
Exhibit 99.2 Pro Forma Financial Statements of the merged companies
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 hereunto duly authorized.
Futronix Group, Inc.
(Registrant)
/s/ Nevin Jenkins
Date April 18, 2002 ----------------------------------------
Nevin Jenkins
President and Chief Executive Officer
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