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): August 20, 2004
BLUETORCH INC.
(Exact Name of Registrant as Specified in Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-3084133 90-0093439
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(Commission File Number) (IRS Employer Identification No.)
12607 Hiddencreek Way, Suite S, Cerritos, CA 90703
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(Address of Principal Executive Offices) (Zip Code)
(562) 623-4040
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(Registrant's Telephone Number, Including Area Code)
Item 2.01 Acquisition or Disposition of Assets.
On August 20, 2004, Registrant consummated the transactions contemplated by a
Stock Purchase Agreement which became effective for all purposes as of July 31,
2004 among Registrant and Island Tribe Inc. ("ITI"), and the shareholders of
ITI, pursuant to which Registrant acquired 51% of the outstanding stock of ITI
in exchange for $372,000 worth of restricted shares of Registrant's common
stock. The exact number of shares shall be determined by dividing $372,000 by
the average closing bid price of such shares for the 20 day period ending ten
days after the Closing Date. The ITI shareholders also agreed to transfer each
year (for four (4) years through 2008), 6% of their ITI shares to Registrant
for no additional consideration. As part of the purchase price for the ITI
shares, Registrant will pay each year to ITI's majority shareholder a percentage
of ITI's net sales (as defined) through 2016.
Item 7.01 Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit No. Description of Exhibit
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2.1 Stock Purchase Agreement dated as of June 30, 2004
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 who is duly authorized.
BLUETORCH INC.
Dated: August 25, 2004 By: /s/ Bruce MacGregor
Bruce MacGregor, President