ITEM 8.01 OTHER EVENTS
The Registrant has entered into an agreement (the “Agreement”)
to sell all of its interest in and to the fixed assets of its subsidiary, K-Troniks
Asia Ltd. (“K-Troniks Asia”) for consideration of USD$260,000
(the “Purchase Proceeds”). The purchaser is FineTech Co. Ltd. (“FineTech”).
The terms of the Agreement call for K-Troniks Asia to use
the Purchase Proceeds to retire the debts of K-Troniks Asia to FineTech.
K-Tronik and FineTech (collectively, the “Parties”)
have also entered into concurrent letter and pledge agreements (the “Letter
Agreement” and the “Pledge Agreement” respectively) whereby
K-Tronik transfers to FineTech ownership of all of the issued and outstanding
shares of K-Tronik N.A. Inc., its US subsidiary which owns K-Troniks Asia.
The transfer of the shares of K-Tronik N.A. Inc. has not yet
been effected but is expected to be effected shortly.
The Agreement, the Letter Agreement and the Pledge Agreement
are attached and provide full details as to their terms. All have been dated
effective December 15, 2004 except for the Pledge Agreement which is dated December
10, 2004.
Prior to entering into these transactions with FineTech, K-Tronik
was the sole shareholder of K-Tronik N.A. Inc. which produced electronic ballasts
through its subsidiary K-Troniks Asia.
Upon final closing of the agreements described above, it is
expected that FineTech will own all of the issued and outstanding shares of
K-Tronik N.A. Inc. and the assets of K-Troniks Asia. It is further expected
that K-Tronik will no longer be engaged in the business of manufacturing, distributing
or selling electronic ballasts.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS