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 1, 1996
OPTIMAX INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-19082 84-1059458
(State or other (Commission file number) (Employer Identi-
incorporation fication No.)
4465 Northpark Drive, Colorado Springs, Colorado 80907
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,incl. area code:(407) 790-1422
16361 Norris Road, Loxahatchee, Florida 33470
(Former name or former address, if changed since last report)
ITEM 5: OTHER EVENTS.
On July 31, 1995, the Company closed upon the acquisition of
certain assets of Switchgear Systems, Inc., a Texas corporation
("SSI"), pursuant to an Asset Purchase and Sale Agreement dated
as of July 13, 1995 (the "Agreement"). That acquisition was
reported by the Company on its Current Report on Form 8-K dated
July 31, 1995, as filed with the Commission on August 15, 1995.
In conformity with the requirements of Item 7(a) of Form 8-K
and Regulation SB, Item 310, the Company engaged a firm of
independent public accountants who performed an audited
examination of the financial statements of SSI for the required
periods. The audited financial statements of SSI and pro forma
financial information covering the acquisition of the assets of
SSI by the Company were filed with the Commission under cover of
Form 8-K/A-1 on October 16, 1995.
Based upon the results of the audited examination of the SSI
financial statements, the Company discovered that there existed
a material and substantial variance between the audited
financial condition and historical results of operations of SSI
and the information, financial and otherwise, provided by SSI
prior to Closing. In addition, the audited examination of the
SSI financial statements disclosed numerous operational
irregularities that had been effected by the prior owner of SSI
without the Company's knowledge and without disclosure prior to
the closing.
Based upon these discoveries, the Company concluded that there
existed facts which would support a claim that the acquisition
by the Company of the assets of SSI had been induced by fraud on
the part of the Seller both by misrepresentation of material
fact and by the omission to disclose material information by the
Seller. As a result, on November 22, 1995 the Company's
representative served notice upon SSI that the Company had
elected to rescind the transaction and would seek to recoup the
capital investment that the Company had made into the business
prior to its discovery of the facts which it believes
constituted fraud in the inducement.
On approximately November 28, 1995, litigation was commenced
in the District Court of Dallas County, Texas, Case Number 95-12444.
In that civil action, claims for breach of contract are
asserted by SSI and its sole shareholder, David E. Muir ("Muir")
against the Company and its wholly-owned subsidiary, Switchgear
Systems International, Inc. ("SSII"), and the Company and SSII
correspondingly are asserting claims against SSI and Muir to
enforce its election to rescind the transaction, and for damages
due to fraud in the transaction. In that civil action, a
preliminary injunction has been entered by the Court in favor of
the Company and against SSI and Muir from disposing or in any
other way taking control of the assets of SSI pending further
order of the Court.
SSII is no longer in operation. The assets have been seized
and sold on foreclosure of a lien for unpaid rent by the owner
of the business premises in which it had been a subtenant. The
proceeds of the sale were used to pay rent arrearage, with a
balance having been paid to the Internal Revenue Service for
accrued and unpaid payroll taxes. It is unlikely that SSII will
resume operations as a going concern in the future.
Based upon the foregoing, the Company intends to vigorously
pursue enforcement of its rescission of the acquisition of SSI
and pursue other remedies for damages which it has against the
principals of SSI, and to defend itself against the claims of
SSI and Muir, which it believes are without merit.
SIGNATURE
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.
OPTIMAX INDUSTRIES, INC.
Dated: February , 1996 /s/ Paul Stevens
Paul Stevens, President
