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) MARCH 22, 2003
CHINA WIRELESS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-49388 91-1966948
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
7365 VILLAGE SQUARE DRIVE #1611, CASTLE ROCK, COLORADO 80108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 733-6214
I-TRACK, INC.
3031 COMMERCE DRIVE, BUILDING B, FORT GRATIOT, MICHIGAN 48058
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See the disclosure in Item 5. below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See the disclosure in Item 5. below.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On March 22, 2003, the registrant closed its acquisition of Strategic
Communications Partners, Inc., a privately-held Wyoming corporation
("SCP"), pursuant to the terms of a Share Exchange Agreement dated March
17, 2003 (the "Share Exchange Agreement"). SCP is now a wholly-owned
subsidiary of the registrant.
The registrant has issued 19,000,000 shares of its common stock to the
shareholders of SCP. There are now 21,500,000 shares of common stock of
the registrant issued and outstanding.
In connection with the acquisition, the registrant changed its name to
"China Wireless Communications, Inc." The new CUSIP number for the common
stock is 16945X 10 1 and the new trading symbol on the OTC Bulletin Board
is CWLC.
The registrant had been engaged as the exclusive distributor for the
products of an affiliated company, AVL Information Systems Ltd. ("AVL").
Immediately prior to the closing of the acquisition of SCP, the registrant
transferred this business to AVL and AVL assumed the liabilities of the
registrant which related to this business. Accordingly, AVL and the
registrant terminated their Worldwide Exclusive Distribution Agreement and
Management Services Agreement. In addition, the registrant's note
receivable from a related party in the amount of $36,536 at December 31,
2002, was written off as a bad debt.
2
Management of the registrant now consists of:
Phillip Allen President, CEO, and director
Brad Woods CFO, Secretary, Treasurer and director
Peter W. Fisher Director
PHILLIP ALLEN, PRESIDENT, CEO AND DIRECTOR
Mr. Phillip Allen has been involved in the telecommunications industry
since 1990. Mr. Allen has held senior management positions with a number
of development stage and startup companies including Capital Acceleration
Corporation, Athena International, STA Telecommunications, GTE, VDC
Telecommunications and Strategic Communications. From September 1998 to
April 1999, he was the sales director for VDC Telecommunications, Denver,
Colorado, where he hired and trained sales staff, negotiated carrier
contracts, and defined product and service offering. From April 1999 to
April 2000, he was the president of In-Touch Communications, Littleton,
Colorado, a telecommunications consulting firm, which provided
international enhanced services. He founded Strategic Communications
Partners International in April 2000, which provided telecommunications
consulting services in the area of international carrier terminations and
enhanced services. He served as president of this company until July 2002.
In August 2002, he founded SCP to take advantage of the wireless broadband
opportunity in China. He graduated from Central Michigan University with a
B.S. degree in Business, Education and Social Sciences and an M.A. in
General Educational Administration and has completed work on a doctorate
program in Labor and Industrial Relations at Michigan State University.
BRAD WOODS, CFO, SECRETARY, TREASURER AND DIRECTOR
Mr. Brad Woods is a member of Breckenridge Capital Consulting Group, LLC.
He has extensive experience in international investments, acquisitions,
taxation, and computer applications with both public and private
companies. Mr. Woods has also worked for Arthur Andersen & Co., where he
executed projects for and on behalf of clients in the oil and gas,
financial services, leasing, lodging, retail and light manufacturing
industries. His experience includes practicing before the Securities and
Exchange Commission, both with existing public companies and initial
public offerings. He has also served as an advisor to numerous companies.
Mr. Woods is a CPA in Colorado and received his bachelor's degree in
Business Administration with an emphasis in Accounting from Colorado State
University.
PETER W. FISHER, DIRECTOR
Mr. Fisher has been a director of the registrant since April 2000, and was
an officer from April 2000 until the acquisition of SCP. Since 1992, Mr.
Fisher has been the chairman and chief executive officer of AVL
Information Systems Ltd., Ontario, Canada, a Canadian public company
listed over-the-counter in Toronto. AVL Information Systems Ltd. develops
and markets automatic vehicle location systems. From 1987 to 1992, Mr.
Fisher was the president and chief executive officer of Tyrae Resources,
Sarnia, Ontario, a junior capital pool corporation listed on the Alberta
Stock Exchange. In that capacity, Mr. Fisher assisted
3
in the development of stolen vehicle recovery technology. From 1982 to
1987, he was the president of Par Sar Investment Limited, Sarnia, Ontario,
a Canadian private company that provided consulting services relating to
funding and structuring of private and public companies. From 1979 to
1982, Mr. Fisher was a registered representative with Richardson
Securities of Canada, and from 1974 to 1979, he was an account manager and
registered representative for Midland Doherty Inc. of Canada, in Sarnia,
Ontario.
As of March 22, 2003, the principal offices of the registrant have been
moved to the offices of SCP in Castle Rock, Colorado.
SCP was incorporated in the State of Wyoming on August 13, 2002. It
provides financial, technical, and marketing services for its operating
subsidiary in Beijing, People's Republic of China ("PRC"), Strategic
Communications Partners Limited ("SCPL"). SCPL was incorporated in Hong
Kong on December 9, 2002. SCPL's operations to date consist solely of
supporting the Beijing subsidiary.
On December 18, 2002, SCP entered into agreements with Goldvision
Technologies Ltd. ("Goldvision"), a company incorporated in the PRC, which
is engaged in the business of providing satellite communication, broadband
internet, content, wireless access and transport in Beijing. SCP will earn
an initial 18% equity interest in Goldvision by paying $4,800,000, with
the purchase price to be paid over 12 months from the effective date of
the agreement, which is February 18, 2003. SCP will have an 18% equity
interest pro rata in Goldvision after these payments. SCP shall acquire an
additional 6% equity interest in Goldvision by contributing $2,400,000
over a period of 12 months after the purchase of the initial interest.
Under these agreements, SCP will receive 49% of all future net revenues
from the sale of all services.
On March 4, 2003, SCPL set up a wholly-owned foreign enterprise, Beijing
In-Touch Information System Co. Ltd. ("In-Touch") in the PRC. In-Touch is
engaged in the business of telecommunication system integration, broadband
wireless access providers and providers of VPN's and other wireless
access, transport and enhanced data services. Essentially, In-Touch is the
exclusive provider of wireless "last mile" services to large commercial
users and carriers.
As of March 24, 2003, SCP has 7 employees, 4 of which are full-time in the
United States. In-Touch in Beijing has 25 full-time employees.
Except as otherwise noted, the following table sets forth certain
information with respect to beneficial ownership of the registrant's
shares as a result of the acquisition of SCP: (a) each stockholder known
to be the beneficial owner of more than five percent, in the aggregate, of
the outstanding registrant's shares, (b) each director and executive
officer of the registrant as of the date hereof, and (c) all executive
officers and directors as a group.
4
----------------------------------------------------------------------------------------------------------
NUMBER OF PERCENT OF ALL
SHARES OUTSTANDING
NAME POSITION (IF ANY) OWNED SHARES1
----------------------------------------------------------------------------------------------------------
Phillip Allen President and Director 2,975,000 13.8%
----------------------------------------------------------------------------------------------------------
Brad Woods CFO, Secretary, Treasurer and 1,125,000 5.2%
Director
----------------------------------------------------------------------------------------------------------
Peter W. Fisher Director 1,364,624 6.4%
----------------------------------------------------------------------------------------------------------
Officers and Directors as a group 5,464,624 25.4%
(3 persons)
----------------------------------------------------------------------------------------------------------
1 The percentages shown are based on 21,500,000 shares, being the
total of the issued and outstanding shares of the registrant upon
completion of the acquisition.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: The audited financial
statements of SCP as of and for the period ending December 31,
2002 are filed herewith.
(b) Pro forma financial information: Filed herewith.
(c) Exhibits:
REGULATION S-B NUMBER DOCUMENT
2.1 Share Exchange Agreement by and between I-Track,
Inc. and Strategic Communications Partners, Inc.
(1)
3.1 Certificate of Amendment to Articles of
Incorporation
99.1 Audited Financial Statements of Strategic
Communications Partners,
99.2 Inc. for the period ending December 31, 2002 Pro
Forma Combined Balance Sheet and Income Statement
for Strategic Communications Partners, Inc. and
I-Track, Inc. as of December 31, 2002
---------------
(1) Incorporated by reference to the exhibits filed with the current
report on Form 8-K dated March 17, 2003, filed March 18, 2003.
5
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
ITEM 10. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A
PROVISION OF THE CODE OF ETHICS
Not applicable.
ITEM 11. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE
BENEFIT PLANS
Not applicable.
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.
CHINA WIRELESS COMMUNICATIONS, INC.
Date: 3/28/03 By: /s/ PHILLIP ALLEN
--------------------- ------------------------------------
Phillip Allen, President and CEO
6