UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 19, 2002
Flexxtech Corporation
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-25499 88-0390360
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(Commission File Number) (IRS Employer Identification No.)
5777 W. Century Blvd., Suite 767, Los Angeles, CA 90045
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(Address of principal executive offices) (Zip Code)
(310) 342-0770
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(Registrant's telephone number, including area code)
Infinite Technology Corporation
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(Registrant's Former name)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Our subsidiary, Primavera Corporation sold 100% of the shares of North Texas
Circuit Board Company (NTCB) of Grand Prairie, Texas to BC Electronics, Inc. All
closing documents were completed and received on September 13, 2002.
The purchase price consisted of over $2.25 million that was loaned to NTCB by BC
Electronics over the last three months, and ten percent of the net profits of
NTCB through December 31, 2007. (See "Share Purchase Agreement" as attached
exhibit for further details of the transaction).
We did not file a proxy statement on Form 14C, but received unanimous written
consent from Primavera shareholder, Flexxtech Holdings, Inc., a subsidiary of
Flexxtech Corporation. Flexxtech Corporation received majority written consent
to the transaction.
Our reason for the sale was based on several factors which included: (1) the
inability to continue to finance the company properly, (2) the inability to
service the growing debt of NTCB, (3) to eliminate the debt from our
consolidated financial statements, (4) to apply future capital and financing
efforts on opportunities that are less capital intensive, (5) to allow us to
stay in business during the current economic down-turn, and (6) to gain
profitability and value for our shareholders.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable
ITEM 6. CHANGE OF DIRECTORS AND EXECUTIVE OFFICERS
We have a change in our Directors of the Company. The following officers
and directors of Flexxtech and its subsidiaries resigned from all posts held, to
pursue other interest and to make room for additional officers and directors to
be appointed: Khahn Tran, David Pimentel, Chris Beshlian, of Flexxtech
Corporation; Hector Escamellia and Ed Fearon of Primavera Corporation and
Linette Malloy and Ed Fearon of NTCB. Greg Mardock became the sole director and
officer of Primavera Corporation and President of NTCB prior to the NTCB and BC
Electronics transaction. In addition, on September 16, 2002, Michael Cummings,
the CEO and President of Paradigm Corporation, became a director of Flexxtech
Corporation.
Mr. Cummings began serving as President of Paradigm in 2002. He has previously
served as the President of Network Installation Corp from 1996 to 2001, where he
grew the company from a $400,000 business to a $7 million business. Prior to
that, he was the Vice President of Sales for LAN-LAB Communications, where he
increased sales from $1.0 million to $6.0 million. Mr. Cummings has already
begun putting his magic to work by developing policies and procedures help make
all aspects of the Company's operations as efficient and profitable as possible.
ITEM 7. FINANCIAL STATEMENTS
Not applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
Exhibit 2.1 Share Purchase Agreement
Exhibit 2.2 Press Release - September 17 2002 - FLEXXTECH SELLS
UNDER-PERFORMING NORTH TEXAS CIRCUIT BOARD CO. AND
ACQUIRES PARADIGM CABLING SYSTEMS
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
By /s/ Greg Mardock
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Greg Mardock
President
Date: September 19, 2002
EXHIBITS
EX-2.1 SHARE PURCHASE AGREEMENT
EX-2.2 FLEXXTECH PRESS RELEASE - SEPTEMBER 17, 2002 - FLEXXTECH SELLS
UNDER-PERFORMING NORTH TEXAS CIRCUIT BOARD CO. AND ACQUIRES
PARADIGM CABLING SYSTEMS