-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ro78AYmLiGm5COuClRujukrgaRxr8Y6Rhp9RqJo9YWwx1eE1vvMVWF3iJ4SY0AMn W9gH4e2mZjgjDbDOTZZZrg== 0001157523-05-002269.txt : 20050308 0001157523-05-002269.hdr.sgml : 20050308 20050307174603 ACCESSION NUMBER: 0001157523-05-002269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050201 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEGIS ASSESSMENTS INC CENTRAL INDEX KEY: 0001183075 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 721525702 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50213 FILM NUMBER: 05664974 BUSINESS ADDRESS: STREET 1: 4100 NEWPORT PLACE STREET 2: SUITE 660 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 877.718.7599 8-K 1 a4837745.txt AEGIS ASSESSMENTS, INC. 8-K UNITED STATES 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, 2005 AEGIS ASSESSMENTS, INC. ----------------------- (Exact name of small business issuer as specified in its charter) Commission file number Delaware 72-1525702 - -------- ---------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 7975 N. Hayden Road, Suite D363, Scottsdale, AZ 85258 ----------------------------------------------------- (Address of principal executive offices) 480.778.9140 ------------ (Issuer's telephone number) ITEM 5.03 Change in Fiscal Year The company previously announced that it has determined to change the fiscal year from that used in its most recent filing with the Commission from year-end July 31 to year-end June 30 and announced that the effective date of the change was to be December 31, 2004. Management has now determined that the effective date of the change shall be June 30, 2005. The report covering the transition period shall be filed on a Form 10-KSB. ITEM 7.01 Regulation FD Disclosure Reference is made to the Registrant's press release dated February 1, 2005, which is attached hereto as Exhibit 99.1. That press release announced sales of the Aegis SafetyNet(TM) RadioBridge(TM) for military, law enforcement and fire department applications. Since that press release, the company has received additional orders for the SafetyNet(TM) RadioBridge(TM). The company has also continued to work with first responders to solve their need for on-site radio interoperability. On January 20, 2005, the company demonstrated the SafetyNet(TM) RadioBridge(TM) to first responders at the Benicia Refinery at the Valero Refining Company. On February 10, 2005 the company demonstrated the SafetyNet(TM) RadioBridge(TM) to the San Manuel Indian Fire Department and the California Tribal National Emergency Management Council; a representative of the Federal Emergency Management Agency was also present. On February 15, 2005, the company demonstrated the SafetyNet(TM) RadioBridge(TM) to a regional co-operative in the greater Chicago area consisting of the Darien Police Department, Village of Burr Ridge Police Department, and Illinois Tri-State Fire Protection District. The company previously announced the signing of a Central American distributor and recently signed an agreement for a Mexican sales and marketing representative. The company is working with the United States Department of Commerce to obtain the appropriate authorizations to export its products to Mexico and Central America. The company is shifting its RadioBridge(TM) production from Marysville, California to CirTran Corporation's manufacturing facilities in West Valley, Utah, in the greater Salt Lake City area. CirTran is a full-service electronics contract manufacturer and has an ISO (International Organization for Standardization) 9002 registration. CirTran builds printed circuit board assemblies, cables, and plastic injection molding systems and has a 40,000 square foot facility capable of mass-production of our products with a high level of quality control and material management. The company is currently negotiating with major channel partners in Virginia and Arizona to establish a national distribution network for the SafetyNet(TM) RadioBridge(TM) in the United States to replace JAD Corporation of America, a former distributor which notified the company it intended to rescind and/or terminate its distribution agreement with the company by filing a complaint for rescission/breach against the company in Los Angeles County Superior Court. The company believes the case should be heard in Arizona and not Los Angeles and has filed a motion to quash service of the complaint. The company further reserves the right to assert that the notice of termination was not in compliance with the distribution agreement and was a negotiation tool to induce a modification of the agreement favorable to JAD Corporation. Index to Exhibits - ----------------- 99.1 Press release dated February 1, 2005 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. Date: March 7, 2005 Aegis Assessments, Inc. /s/ Richard Reincke - ------------------- Richard Reincke President EX-99.1 2 a4837745ex991.txt EXHIBIT 99.1 Exhibit 99.1 Aegis Assessments Inc. Announces SafetyNet RadioBridge Sales SCOTTSDALE, Ariz.--(BUSINESS WIRE)--Feb. 1, 2005--Aegis Assessments Inc. (OTCBB:AGSI) announced today that it has received orders for its SafetyNet(TM) RadioBridge(TM) for military, law enforcement and fire department applications. "Over the past 2 years we've worked with major public safety agencies and the military to design the SafetyNet(TM) RadioBridge(TM) to be a standard piece of operating equipment for first responders," said Aegis' President Richard Reincke. "We've also been working with the Office of Law Enforcement Technology Commercialization (OLETC) to bring the SafetyNet(TM) Radio Bridge technology to the law enforcement and corrections market," Reincke said. A major problem for first responders is the absence of interoperable radio equipment. In emergency situations, various jurisdictions inevitably become involved. Local law enforcement, fire departments and emergency medical personnel often are in a situation where they are equipped with hand-held radios that cannot communicate with one another because they are operating on different frequencies or use different modulation schemes. The SafetyNet(TM) RadioBridge(TM) interconnects incompatible radios and bridges them beyond their normal capabilities to provide immediate radio interoperability at an emergency site. Aegis recently sold the SafetyNet(TM) RadioBridge(TM) to WinTec Arrowmaker Inc. (RSP), located in Tampa, Fla., for use by the United States Special Operations Command (USSOCOM). WinTec Arrowmaker (RSP) provides a full range of services to USSOCOM and supports an assortment of Department of Defense organizations. Aegis also announced the sale of the SafetyNet(TM) RadioBridge(TM) to the St. Augustine, Fla., Fire Department. The company previously sold the RadioBridge(TM) to the Office for Domestic Preparedness (ODP), the principal component of the Department of Homeland Security (DHS) responsible for preparing the United States for acts of terrorism, for further testing and evaluation. About Aegis Assessments Inc. Through the SafetyNet(TM) line of products, Aegis provides wireless security solutions to public safety agencies and commercial security companies for homeland security and life safety applications. Integrating emergency and life safety systems available to the public and private sectors is the new challenge in homeland security that the company's products and technologies address. Forward-Looking Statements This press release contains forward-looking statements that involve risks and uncertainties. Actual results, events and performance could vary materially from those contemplated by these forward-looking statements. These statements involve known and unknown risks and uncertainties that may cause the company's actual results in future periods to differ materially from results expressed or implied by forward-looking statements. You should not place undue reliance on forward-looking statements, because they involve these risks and uncertainties. You should independently investigate and fully understand all risks before making investment decisions. CONTACT: Aegis Assessments Inc., Scottsdale Richard Reincke, 480-778-9140, ext. 104 richard@aegiscorporate.com www.aegiscorporate.com -----END PRIVACY-ENHANCED MESSAGE-----