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) January 12, 2000
Commission file number 000-28207
TELE SPECIAL.COM
(Exact name of registrant as specified in charter)
Nevada 88-0441555
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1850 E. Flamingo Rd.,
Las Vegas, NV 89119
(Address of Principal Executive Office) (Zip Code)
(702) 866-5803
(Registrant's Executive Office Telephone Number)
<PAGE>
Tele Special.Com - Page Two
Item No. 1. Changes in Control of Registrant.
No events to report
Item No. 2. Acquisition or Disposition of Assets.
No events to report,
Item No. 3. Bankruptcy or Receivership.
No events to report.
Item No. 4. Changes in Registrant's Certifying Accountant.
No events to report.
Item No. 5. Other Events.
Pursuant to the terms of the Merger Agreement with Tele Special.Com and
International Brands, Inc., Tele Special.Com merged into International
Brands, Inc. Upon completion of the merger International Brands, Inc. will
be the surviving corporation and Tele Special.Com will be dissolved.
Item No. 6. Resignation of Registrant's Directors.
No events to report.
<PAGE>
Tele Special.Com. - Page Three
Item No. 7. Financial Statements, Proforma Financial Information and
Exhibits.
Exhibits
1.1 Articles of Merger
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Tele Special.Com
By: /s/ Anthony DeMint Dated: January 12, 2000
Anthony DeMint, President
By: /s/ Anthony DeMint Dated: January 12, 2000
Anthony DeMint, Secretary
ARTICLES OF MERGER
OF
INTERNATIONAL BRANDS, INC.
a Nevada corporation
and
TELE SPECIAL.COM
a Nevada corporation
The undersigned corporations, INTERNATIONAL BRANDS, INC., a Nevada
corporation ("IBI"), and TELE SPECIAL.COM, a Nevada corporation ("TSC"), do
hereby certify:
1. TSC is a corporation duly organized and validly existing under
the laws of the State of Nevada. Articles of Incorporation were originally
filed on November 9, 1999.
2. IBI is a corporation duly organized and validly existing
under the laws of the State of Nevada. Articles of Incorporation were
originally filed on February 3, 1981.
3. TSC and IBI are parties to a Merger Agreement, pursuant to which
TSC will be merged with and into IBI. Upon completion of the merger IBI
will be the surviving corporation in the merger and TSC will be dissolved.
Pursuant to the Merger Agreement the stockholders of TSC will receive stock
in IBI.
4. The Articles of Incorporation and Bylaws of IBI as existing prior
to the effective date of the merger shall continue in full force as the
Articles of Incorporation and Bylaws of the surviving corporation.
5. The complete executed Agreement and Plan of Merger dated as of
January 12, 2000 which sets forth the plan of merger providing for the
merger of TSC with and into IBI is on file at the corporate offices of IBI.
6. A copy of the Agreement and Plan of Merger will be furnished by
IBI on request and without cost to any stockholder of any corporation which
is a party to the merger.
7. The plan of merger as set forth in the Agreement and Plan of
Merger, has been approved by a majority of the Board of Directors of TSC at
a meeting held January 12, 2000.
8. TSC has 5,000,000 shares of common stock issued,
outstanding and entitled to vote on the merger. At a meeting of the
Shareholders of TSC held , January 12, 2000, 5,000,000 shares voted in
favor of the merger.
<PAGE>
9. The plan of merger as set forth in the Agreement and Plan of
Merger, was approved by a Unanimous Consent of the Board of Directors of
IBI dated January 12, 2000.
10. Stockholder approval of the Agreement and Plan of Merger by the
Stockholders of IBI is not required pursuant to NRS 92A.130(1).
11. The manner in which the exchange of issued shares of TSC shall be
affected is set forth in the Agreement and Plan of Merger.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Merger at Las Vegas, Nevada on January 12, 2000.
INTERNATIONAL BRANDS, INC. TELE SPECIAL.COM
a Nevada corporation a Nevada corporation
By/s/ Steven Zubkis By/s/ Anthony DeMint
Steven Zubkis, President & Secretary Anthony DeMint, President &
Secretary
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On January 12, 2000 before me, a Notary Public, personally appeared
STEVEN ZUBKIS who is the President and Secretary of INTERNATIONAL BRANDS,
INC., and who is personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacities and that, by his signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
________________________________
Notary Public
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On January 12, 2000 before me, a Notary Public, personally appeared
ANTHONY DEMINTwho is the President and Secretary of Tele Special.Com, and
who is personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his
authorized capacities and that, by his signatures on the instrument, the
person or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ Debra Amigone
________________________________
Notary Public
