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 Earliest Event Reported: May 31, 2012
QUANTECH ELECTRONICS CORP
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(Exact name of registrant as specified in its charter)
Colorado 000-35596 n/a
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(State of Incorporation) Commission File No. (IRS Employer ID Number)
2460 West 26th Avenue, Suite 380-C, Denver, Colorado 80211
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(Address of principal executive offices)
303-704-4623
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(Registrant's Telephone number)
2488 Horace Court, Bellmore, New York 11710
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4)
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 31, 2012, Quantech Electronics Corp (the "Company") held its Annual
Meeting of Stockholders (the "Meeting") pursuant to a Court Order. The details
of the Meeting are discussed further in Item 5.07 below.
At the Meeting, David J. Cutler was appointed the Company's sole director and
officer, effective immediately.
Mr. Cutler (age 56) is a Partner of Borgers and Cutler CPAs LLC, a PCAOB
registered auditing company and the Principal of Cutler & Co., LLC, a US
accounting and UK registered auditing company. Mr. Cutler has been the Chief
Financial Officer of US Precious Metals, Inc., a publicly quoted mineral
exploration company, since December 2011 and is the sole officer and a director
of the following publicly quoted shell companies: Golden Dragon Holding Co.
(formerly Concord Ventures, Inc.), since March 2006, Southwestern Water
Exploration Co., since March 2011, US Holdings, Inc. (formerly USN Corporation),
since July 2011 and Torrent Energy Corporation, since October 2011. Mr. Cutler
was the sole officer and a director of Aspeon, Inc. (nka Aspi, Inc.), a publicly
listed shell company, from April 2005 until October 2009 and a director and
officer of Atomic Paintball, Inc., a development stage owner and operator of
paintball parks, from August 2006 until December 2009. Atomic Paintball, Inc.
filed for Chapter 7 in 2009. Mr. Cutler has a Masters degree from St. Catherine
College in Cambridge, England and qualified as a British Chartered Accountant
and Chartered Tax Advisor with Arthur Andersen & Co. in London. He was
subsequently admitted as a Fellow of the UK Institute of Chartered Accountants.
Since arriving in the United States, Mr. Cutler has qualified as a Certified
Public Accountant, a Certified Valuation Analyst of the National Association of
Certified Valuation Analysts and obtained an executive MBA from Colorado State
University.
Item 5.07 Submission of Matters to a Vote of Security Holders
Effective April 6, 2012, the District Court, City and County of Denver Colorado,
in response to a complaint filed by a shareholder of the Company under Case
Number 11CV7662, authorized a shareholders' meeting of the Company to be held on
May 31, 2012 for the sole purpose of enabling shareholders of the Company to
elect a new Board of Directors.
At the Meeting, held on May 31, 2012, as authorized by the Court, the votes
present represented a quorum and were sufficient to pass the sole proposal
presented at the Meeting. The breakdown of the voting is as follows.
For Against Withheld
Proposal 1: To elect David J Cutler as a director
of the Company to hold office until a representative
successor has been elected. 10,000 0 0
No other proposals were submitted to the meeting for a vote.
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, hereunto duly authorized.
QUANTECH ELECTRONICS CORP.
By: /s/ David J. Cutler
Date: June 11, 2012 ----------------------------------
David J. Cutler, Chief Executive Office
