8-K 1 rps_8k-092602.txt FORM 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 And Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2002 RPS GROUP, INC. (Formerly RPS Enterprises, Inc.) ------------------------------------------------------ (Exact name of registrant as specified in its charter) Commission File No. 2-68443 Florida 59-1947988 ---------------------------------------- -------------------------------------- (State of incorporation) (IRS Employer Identification Number) c/o Harold W. Paul, LLC 1465 Post Road East, Westport, CT 06880 ---------------------------------------- -------------------------------------- (Address of principal executive offices) (Zip Code) (203) 256-8005 ------------------------------------------------------ (Telephone number, including area code) 30 Jericho Turnpike, Commack, New York 11725 ------------------------------------------------------ (Former address changed from last report) Item 1. Change in Control On September 12, 2002, a closing occurred pursuant to a Stock Purchase Agreement by and between the former control person of the registrant as seller and Wilton Capital Corp. as purchaser, pursuant to which Wilton Capital Corp. acquired control of the registrant. The amount of consideration was $25,000 and the source thereof was the purchaser's cash on hand. The percentage holding of securities of the registrant now beneficially owned directly by the person who acquired control is 62.3%. Control was purchased from the affiliated stockholder of the registrant- Ronald Sorci. Item 5. Other Events On September 10, 2002 Ronald Sorci and Paul Sorci, the directors of the registrant resigned. Item 7. Financial Statements and Exhibits. Exhibit 1. Stock Purchase Agreement 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. Dated: September 26, 2002 RPS Group, Inc. Registrant By: /s/ Harold W. Paul -------------------------------------------- Harold W. Paul, Director