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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
January 5, 2000
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Date of Report
(Date of Earliest Event Reported)
Technology Systems International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Parque Tecnologico de Andalucia
Centro de Empresas - P. 5, 6y 7
29590, Campanillas (Malaga)
SPAIN
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(Address of principal executive offices)
011-952-0202-56
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(Registrant's telephone number, including area code)
2 Field Court
Wrightstown, New Jersey 08562
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(Former name and former address, if changed since last report)
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Florida 0-230611 52-2137517
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Effective December 22, 2000, Technology Systems International, Inc. (the
"Company") entered into a Share Exchange Agreement (the "Agreement") with the
shareholders of ITS Europe, S.L., a Spanish telecommunications company. Under
the terms of the Agreement, the Company issued 16,866,677 shares of its Common
Stock in exchange for all of the issued and outstanding Common Stock of ITS
Europe, S.L. which became a wholly owned subsidiary of the Company.
In addition to the Agreement, certain shareholders of the Company
sold 3,810,500 shares of their Common Stock of the Company to the former
shareholders of ITS Europe, S.L. and their designees for $250,000 (U.S..),
effective December 22, 2000, through a Stock Purchase Agreement.
As a result of the Stock Exchange Agreement and the Stock Purchase
Agreement, there has been a change in control of the Company. The former
shareholders of ITS Europe, S.L. and their designees currently own 20,677,167
shares of Common Stock of the Company of the total of 21,316,667 shares of
Common Stock outstanding, that represents approximately 97% of total
outstanding Common Stock of the Company.
The former shareholders of ITS Europe, S.L. did not enter into any
loans or pledges for the purpose of acquiring control of the Company.
Mr. Fredric Cohen has been appointed as an additional director of the
Company. Mr. Cohen is the President of ITS Europe, S.L., and has been
appointed the new President of the Company.
In connection with the change in the principal line of business of
the Company to telecommunications, the Company has sold and transferred all
rights to its Smart Shopper technology, in consideration of the payment of all
of the current liabilities of the Company, to Stephen A. Beloyan, a director
and the former President of the Company. This obligation was partially
satisfied by the exercise of a warrant to purchase 20,000 share of Common
Stock at an exercise price of $1.00 per share by Mr. Beloyan, and the balance
paid in cash by Mr. Beloyan, for a total of $20,000.
ITS EUROPE, S.L. ITS Europe, S.L. ("ITS") is a Spanish
telecommunications company that was founded in 1995. Its principal executive
office is located in Malaga, Spain. ITS has operations offices in Madrid,
Marbella, Seville, Tarragona, Las Palmas, Grand Canary Island, and Majorca,
Spain.
ITS holds an "A" License of National Operator in Spain. ITS has Level
One switching equipment at its Malaga, Spain headquarters. ITS offers
telecommunications services for both telephone and the Internet, including
cellular services. ITS offers the market direct pre-selected fixed line
services, cellular services, e-mail, broadband, dial around calling, calling
cards, auto dialers, call back services, business to business E-commerce, and
other Internet and Web design services.
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ITS currently has approximately 135 salaried and commissioned
employees, and has numerous independent marketing personnel to general retail
sales of its telecommunication services, primarily to small and medium size
companies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 Share Exchange Agreement dated December 22, 2000.
99.2 Stock Purchase Agreement dated December 22, 2000.
99.3 Consolidated financial statements of ITS Europe, S.L. as of December 31,
1999 and 1998 (audited).
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.
Technology Systems International, Inc.
By: /s/Fredric Cohen
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Fredric Cohen, President
Date: January 5, 2000
