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): February 19, 2002
Commission File Number: 000-33231
SRM Networks, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 95-4868120
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(State or other (I.R.S. Employer Identification No.)
jurisdiction of
incorporation or
organization)
1241 North Central Avenue, Suite 7, 91202
Glendale, California -----
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 243.1181
Michael J. Muellerleile
MC Law Group
4100 Newport Place, Suite 660
Newport Beach, California 92660
(949) 250-8655
Facsimile: (949) 250-8656
Page 1 of 4
Index to Exhibits specified on Page 3
Item 1. Changes in Control of Registrant.
On February 15, 2002, Mr. Barcikowski was appointed as a director of SRM
Networks, Inc., a Nevada corporation ("Registrant"). On February 19, 2002, Mr.
Barcikowski purchased 27,500,000 shares of common stock from Scott Sherman and
Brad Thompson, the officers and directors of the Registrant, in exchange for
$55,000. The source of that $55,000 was the personal funds of Mr. Barcikowski.
On February 21, 2002, Scott Sherman resigned as the President, Secretary and a
director of the Registrant. On February 21, 2002, Brad Thompson resigned as the
Treasurer, Chief Financial Officer and a director of the Registrant. On February
21, 2002, Mr. Barcikowski was appointed as the President, Secretary, and
Treasurer of the Registrant. As a result of this transaction, Mr. Barcikowski
directly and personally owns 27,500,000 shares of the Issuer's common stock
which comprises 77.52% of the Issuer's total issued and outstanding shares. Mr.
Barcikowski has sole voting and dispositive power as to the 27,500,000 shares he
owns directly.
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of February 21, 2002, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
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Title of Class Name and Address Amount and Nature Percent of Class
of Beneficial Owner of Beneficial Owner
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Common Stock Jan H. Barcikowski 27,500,000 shares, 77.52%
Hegibach Strasse 22 director
8032 Zurich, Switzerland
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Common Stock All directors and named executive 27,500,000 shares 77.52%
officers as a group
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Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of the Registrant's common stock which may be acquired
upon exercise of stock options or warrants which are currently exercisable or
which become exercisable within 60 days of the date of the table are deemed
beneficially owned by the optionees. Subject to community property laws, where
applicable, the persons or entities named in the table above have sole voting
and investment power with respect to all shares of the Registrant's common stock
indicated as beneficially owned by them.
The Registrant is not aware of any arrangements which may result in "changes in
control" as that term is defined by the provisions of Item 403 of Regulation
S-B.
Item 6. Resignations of Registrant's Directors.
On February 21, 2002, Scott Sherman resigned as the President, Secretary and a
director of the Registrant. The resignation is not the result of any
disagreement with the registrant on any matter relating to the Registrant's
operations, policies or practices. A copy of Mr. Sherman's resignation is filed
as Exhibit 17.1 to this Form 8-K.
On February 21, 2002, Brad Thompson resigned as the Treasurer, Chief Financial
Officer and a director of the Registrant. The resignation is not the result of
any disagreement with the registrant on any matter relating to the Registrant's
operations, policies or practices. A copy of Mr. Thompson's resignation is filed
as Exhibit 17.2 to this Form 8-K.
Index to Exhibits
17.1 Resignation of Scott Sherman
17.2 Resignation of Brad Thompson
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.
SRM Networks, Inc.
February 21, 2002 By: /s/ Jan H. Barcikowski
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Jan H. Barcikowski, President