SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 24, 2002 ESYNCH CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 0-26790 87-0461856 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 3511 W. Sunflower Ave., Suite 250 Santa Ana, California 90035 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (714) 258-1900 ------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 2. ACQUISITION OF ASSETS Pursuant to an Escrow Agreement and Irrevocable Proxy (the "Agreement") dated June 24, 2002, between the Registrant and NACIO SYSTEMS, INC., a California corporation ("Nacio"), the Registrant will purchase from Nacio all of the issued and outstanding shares of common stock of Nacio. Nacio is California based and provides high-reliability hosting, commercial-grade Internet connectivity and outsourcing solutions and support services for businesses that rely on the Internet for daily operations. On March 12, 2002, Nacio filed for voluntary Chapter 11 bankruptcy in the United State Bankruptcy Court (the "Court"). The transaction will be consummated upon completion of Nacio's plan of reorganization and issuance of the Order of Confirmation of the Plan of Reorganization issued by the Court. This plan was filed with the Court on September 20, 2002. The Registrant intends to continue in this line of business. The Registrant will acquire one hundred percent (100%) ownership interest in Nacio in exchange for 30,000,000 shares of the Registrant's common stock. ITEM 7. FINANCIAL STATEMENT AND EXHIBITS (c) Exhibits 2.1 Escrow Agreement and Irrevocable Proxy effective June 24, 2002. by and between the Registrant and Nacio (the "Agreement"). Exhibits and schedules to the Agreement are not filed herewith and will be filed upon the request of the Commission. 99 Press Release 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 thereunto duly authorized. Dated: September 27, 2002 ESYNCH CORPORATION By:/s/ Thomas Hemingway ------------------------------------ Thomas Hemingway Chief Executive Officer and Director By:/s/ Mark Utzinger ----------------------------------- Mark Utzinger Vice President Finance