FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): June 30, 2002
------------------------------
AIRTECH INTERNATIONAL GROUP, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter.)
Wyoming
--------------------------------------------------------------------------------
(State of incorporation or organization)
0-19796 98-0120805
-------------------------------- ------------------------------------
(Commission File Number) (I.R.S. Employee Identification No.)
4695 MacArthur Court, # 1450, Newport Beach, California
--------------------------------------------------------------------------------
(Address of principal executive offices)
92660
--------------------------------------------------------------------------------
(Zip Code)
Registrant's telephone number, including area code: 949-475-6755
----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
As disclosed in the Registrants Quarterly Report on Form 10-QSB for the
quarter ended February 28, 2002. The Registrant entered into a Stock
Purchase Agreement with NewBridge Capital, Inc. ("Newbridge"). Pursuant
to this agreement, Newbridge agreed to acquire up to three million
(3,000,000) shares of Registrant's Series B Convertible Preferred Stock
(the "Series B Preferred Stock"). On January 22, 2002, Newbridge
acquired one million shares (1,000,000) of Series B Preferred Stock; on
June 20, 2002, Newbridge acquired an additional one million shares
(1,000,000) of Series B Preferred Stock, and on June 30, 2002,
Newbridge acquired the last one million shares (1,000,000) Series B
Preferred Stock.
As of the date of this filing, Newbridge owns three million (3,000,000)
shares of Registrant's Series B Preferred Stock. As designated by the
Registrant's Board of Directors on January 22, 2002, approved by the
Board on January 22, 2002, the Holder each share of Series B Preferred
Stock has voting rights of twenty to one (20:1) and the right to
convert each share of Series B Preferred Stock into thirty-two and
sixty-five one hundredths (32 65/100) shares of the Registrants common
stock. If Newbridge were to exercise its voting rights attributable to
the three million shares (3,000,000) of Series B Preferred Stock, it
would vote 60 million shares at meetings of the Registrants
shareholders. If Newbridge elected to convert its 3,000,000 shares of
Series B Preferred Stock into Registrant's common stock, it would have
ninety-seven million, nine hundred and fifty thousand shares
(97,950,000) shares of the Registrant's common stock, which shares vote
on a one-for-one basis. On any matter brought to a vote of the
shareholders, with its 60 Million votes attributable to the Series B
Preferred Stock or its 97,950,000 shares attributable for the common
shares into which the Series B Preferred Stock NewBridge would likely
control the destiny of any matters submitted to the vote of Security
holders.
Item 2. Acquisition or Disposition of Assets
N/A
Item 3. Bankruptcy or Receivership
N/A
Item 4. Changes in Registrant's Certifying Accountant
N/A
Item 5. Other Events
On June 20, 2002, Global Trade Finance ("Global") loaned the Registrant
Twenty Thousand Dollars ($20,000), which was evidenced by a Secured
Promissory Note and Security Agreement issued by the Registrant
granting Global a security interest in the Registrants interest in
AirSecure LLC.
Item 6. Resignation of Registrant's Directors
One May 8, 2002, the Registrant accepted the resignation of Mr. John
Harris and Mr. James Halter. Mr. Fred Luke was appointed to serve as
temporary CEO replacing Mr. Harris, and Mr. Leonard Roman was appointed
to serve as temporary CFO replacing Mr. Halter.
2
Simultaneously, the Registrant appointed as Directors, Mr. Fred Luke,
Mr. Leonard Roman, and Walter Grieves.
Item 7. Financial Statements and Exhibits
N/A
Item 8. Change in Registrant's Fiscal Year
N/A
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AIRTECH INTERNATIONAL GROUP, INC.
(Registrant)
Dated: July 3, 2002 By: Fred Luke
--------------------------------
President