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 17, 2003
I-TRACK, INC.
(Exact name of registrant as specified in its charter)
NEVADA 333-49388 91-1966948
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3031 COMMERCE DRIVE, BUILDING B, FORT GRATIOT, MICHIGAN 48058
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (810) 385-2061
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
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 17, 2003, the registrant entered into a Share Exchange
Agreement, under which the registrant will acquire Strategic
Communications Partners, Inc., a Wyoming corporation ("Strategic"), in
a stock-for-stock transaction. A copy of the Share Exchange Agreement
is attached hereto as Exhibit 2.1.
The Share Exchange Agreement sets forth the terms and conditions of the
acquisition of Strategic as a wholly owned subsidiary of the
registrant. In the share exchange, each holder of Strategic's common
stock will have the right to receive 2.5 shares of the registrant's
common stock, so that the Strategic shareholders as a group will own
approximately 88.4% of the registrant's then outstanding shares of
common stock.
Consummation of the share exchange is subject to a number of customary
conditions, including the completion of due diligence by both companies
and the registrant having cured certain deficiencies in its filings
with the Securities and Exchange Commission to remove the "E" from its
trading symbol.
In connection with the Share Exchange Agreement, the registrant will
change its name to "China Wireless Communications, Inc." effective upon
the closing of the transaction and current management of Strategic will
assume management of the registrant.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: Not applicable
(b) Pro forma financial information: Not applicable.
(c) Exhibits:
REGULATION S-B NUMBER DOCUMENT
2.1 Share Exchange Agreement by and between I-Track, Inc. and Strategic
Communications Partners, Inc.
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.
I-TRACK, INC.
Date: Mar 18, 2003 By:/s/Peter W. Fisher
------------------------------- ------------------------------
Peter W. Fisher, President
3