SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
Date of Report: April 20, 2005
BLUETORCH INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 000-3084133 90-0093439
(State or other jurisdiction (Commission File (IRS Employer ID Number)
of incorporation or organization) Number)
12607 Hidden Creek Way, Suite S
Cerritos, CA 90703
(Address of principal executive offices)
Registrant's telephone number, including area code: (562) 623-4040
N/A
(Former name or former address, if changed since last report)
Item 8.01 Other Events:
(i) Reverse stock split
On March 28, 2005, the Board of Directors of Bluetorch Inc. announced its
approval of a 2500-to-1 reverse stock split of the Company's common stock.
The reverse stock split was originally scheduled to be effective on Monday,
April 11, 2005 but was then delayed to and became effective on Monday April 18,
2005.
The board of directors had considerable discussion about the proposed reverse
stock split. The board took into account the new strategic direction, as
detailed in the Form 8-K dated March 11, 2005 and filed with the Exchange,
whereby the Company intends to invest in profitable businesses with positive
cash flow. See letter to shareholders dated April 11, 2005, attached hereto as
Exhibit 99.1.
(ii) Approval by Board of Directors and a majority of shareholders to change
name of Company and authorized capital
The Company and its wholly-owned subsidiary, Unboxed Distribution, Inc., have
signed a Mutual Settlement and Release Agreement, as previously reported, with
its Bluetorch licensor which calls for Unboxed Distribution, Inc., to cease the
selling and marketing of Bluetorch apparel. In keeping with this agreement, the
Company also agrees to change its corporate name, to remove any reference to
"Bluetorch", by April 20, 2005.
Further to this, on April 20, 2005, the articles of incorporation of the Company
were amended to change the name of the Company from Bluetorch Inc. to "Pacific
Crest Investments."
In addition, the Company's Board of Directors and a majority of shareholders of
the Company's common stock signed resolutions, dated April 19, 2005, to amend
the articles of incorporation to specify that the amount of total authorized
capital stock of the Company is one billion (1,000,000,000) shares, of which
nine hundred and fifty million (950,000,000) shares shall be designated Common
Stock, with a par value of $0.001 per share, and fifty million (50,000,000)
million shares shall be designated Preferred Stock, with a par value of $0.001
per share.
(iii) Settlement with Collective Licensing International, LLC
The Company and its wholly-owned subsidiary, Total Sports Distribution, Inc.
("TSD"), have signed a Mutual Settlement and Release Agreement, dated March 22,
2005, with Collective Licensing International, LLC, the licensor of the Airwalk
label; this agreement calls for TSD to cease the selling and marketing of
Airwalk apparel.
It had become clear that the sales required to justify and pay the minimum
annual royalties for Airwalk apparel, of $920,000 in 2005 and $3,960,000 in 2006
through 2008, were not going to be achieved. In turn, these financial realities
also were going to negatively impact TSD's marketing of its other brand,
TSABrand apparel. Under these circumstances, the board of directors and
management were able to avoid financial disaster involving millions of dollars
by negotiating a Mutual Settlement and Release Agreement between the Airwalk
apparel licensor and TSD.
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.
BLUETORCH INC.
April 20, 2005 /s/ Bruce MacGregor
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Date Bruce MacGregor, Chief Executive Officer