RTR Inc – ‘8-K’ for 7/18/03

On:  Thursday, 9/4/03, at 4:40pm ET   ·   For:  7/18/03   ·   Accession #:  1144204-3-5321   ·   File #:  0-49932

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 

Document Table of Contents

8-K
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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 Event Requiring Report: July 18, 2003

           RTR, INC.
(Exact name of registrant as specified in its charter)

   Delaware               000-49932                 33-1000768
(State of Incorporation)   (Commission File Number)     (IRS Employer   
                                                       Identification No.)

Andrew Roth, President
 RTR, Inc.
C/O Riggs & Associates LLC
18 Leonard Farms Way
 Wethersfield, CT, 06109
--------------------------------------------
(Address of Principal Executive Offices)

(860) 529-6500
----------------------------------------
(Registrant's telephone number, including area code)

Item 5.     Other Events                                                        
------------                                            

         On July 18, 2003 the RTR, Inc. (The Company)  entered into a nonbinding
letter of intent whereby  Vistula and Card Link Services  Limited (A UK Company)
will  become  wholly  owned  subsidiaries  of the Company  upon the  issuance of
8,100,000 of the Company's  voting  common  stock.  Prior to the issuance of the
shares,  management  of RTR will cause a 1 for 10 reverse  split  (resulting  in
900,000 shares  outstanding.)  Additionally,  immediately upon the completion of
the merger the combined company will cause a registration  statement to be filed
containing all  shareholders to be selling  shareholders.  It's the intention of
management that there will not be any proceeds from this offering. The agreement
will contain usual and customary  representations,  warranties,  covenants,  and
other agreements  (including a tax allocation  agreement),  on behalf of Vistula
and RTR and  closing  will be  subject  to usual  and  customary  covenants  and
conditions.                                                                     

8-K
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Vistula [a company  incorporated  in  Delaware]  is a  provider  of value  added
services to Tier 1 and Tier 2  Telecommunications  Carriers and Transit  Network
Operators  throughout  the  world.  The  company  has  two  principal  operating
divisions:  Vistula Limited (US, UK) and Cardlink Services Limited (US, UK). The
company  maintains  offices in  Chicago  (US) and London  (UK).  The  company is
focused on providing  high margin  services to carriers  and network  operators.
Both are free of long-term debt.                                                

Cardlink  Services  Limited has developed a product  suite which enables  mobile
operators  throughout  the world to  process  prepayments  from  "pay-as-you-go"
customers  electronically.  The market for these  services is expanding  rapidly
both in the  developed  and in the  underdeveloped  regions;  and  Cardlink  has
established a number of key  relationships  which management  believe will be of
significant value as new operators throughout the world are signed up. The first
of the Cardlink  Electronic Top Up (ETU) products was launched in the UK in July
2001 and  provided  functionality  for  Vodafone,  Orange,  MMO2  and  T-Mobile.
Management  believes  that the  potential  for providing ETU services in markets
where mobile  telephony is growing  rapidly  will create  significant  long-term
growth for the  company.  Cardlink  typically  receives  1% of the total  mobile
revenues  transacted through the Cardlink system.                               

Vistula  Limited   occupies  a  similar  dynamic  as  a  supplier  of  wholesale
telecommunications  services  to Tier 1 and Tier 2 carriers.  The  company  owns
switching facilities in London and New York and has interconnect agreements with
suppliers and customers in both  locations.  The company has no long-term  debt,
owns all of its  fixed  equipment  outright  and has  lines of  credit  in place
enabling it to securing new contracts.                                          

The  agreement  will contain usual and  customary  representations,  warranties,
covenants, and other agreements (including a tax allocation agreement) on behalf
of Vistula and RTR and closing will be subject to usual and customary  covenants
and conditions.                                                                 

8-K
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Item  7.    Financial  Statements,  Pro Forma Financial Information and Exhibits
            --------------------------------------------------------------------

(a)  Financial  Statements                                            

None                                                        

(b)  Pro  Forma  Financial  Information                               

None                                                        

(c)  Exhibits                                                         

None                                                        

SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.                             

                By:/s/ Andrew Roth
                           -----------------------
               Andrew Roth
             President

Date: August___,  2003                                                          

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		9/4/03							None on these Dates
For Period End:		7/18/03		1
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