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): October 31,
2007
Rapid
Link, Incorporated
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-22636
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75-2461665
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(State
or other jurisdiction of incorporation
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5408
N.
99th
Street
Omaha,
Nebraska 68134
(Address
of principle executive offices, including Zip Code)
Registrant's
telephone number, including area code (310) 566-1701
17383
Sunset Boulevard, Suite 350
Los
Angeles, California 90272
(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(c))
Forward
Looking Statements
This
Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of,
and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future
events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of
these
risks or uncertainties materialize, or should the underlying assumptions
prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels
of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements
to
actual results. The following discussion should be read in conjunction with
Registrant’s pro forma financial statements and the related notes that will be
filed herein.
Item
1.01 Entry into an Asset Purchase Agreement to acquire the assets of
two companies.
OMAHA,
NE – October 31, 2007 - Rapid Link, Inc. signed an Asset Purchase
Agreement to acquire the business and assets of Web Breeze Networks, LLC,
and
Communications Advantage, LLC; each a wireless broadband service
provider.
Web
Breeze Networks and Communications Advantage are located in rural Amador
County,
California and have served local clientele for over eight
years. Communications Advantage and Web-Breeze Networks provides
reliable and predictable revenue streams, which are generated by an excellent
carrier class network and a loyal customer base. The acquired assets include
a
350 Square Mile Wireless Broadband Network in Amador County, California that
currently serves approximately 1440 users from 400 points of
presence. Other acquired assets include a Worldwide Web-hosting
Service, a Fully Integrated Web-based Email Service, a nationwide Dial-up
Internet access, national IP Voice Messaging and Fax Messaging service, and
over
800 long-distance customers using One Plus dialing, Nationwide 800, and Travel
Card services.
A
copy of
the press release is attached hereto as Exhibit 99.1 and the information
contained in the press release is incorporated in the Item 1.01 by
reference.
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Press
release dated November 1, 2007
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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.
RAPID
LINK, INCORPORATED
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Date: November
1, 2007
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By:
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/s/
John Jenkins
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John
Jenkins
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Chief
Executive Officer
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