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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 Report - March 20, 2000
FIVE STAR BROADBAND WIRELESS, INC.
(Name of small business issuer in its charter)
Kansas 0-28783 48-1207793
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) I. D. Number)
8136 S. Harvard, Tulsa, Oklahoma 74137
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 499-1600
FIVE STAR RESOURCES, INC.
(Former Name)
106 S. Parkdale, Wichita, Kansas 67209
(Former Address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On March 20, 2000, Five Star Broadband Wireless, Inc. (formerly Five Star
Resources, Inc.) authorized the issuance of 42,000,000 shares and then issued
31,500,000 of these shares to Jack R. Lindley and Dick D. Ikler and their
assigns for all of their interest in a Sales Agency Agreement executed between
them and GKD, Inc d.b.a. TelCom One, a private Oklahoma corporation. This
share issuance caused a change in control of the Company from Arthur Sykes,
Jr. and Jereta Sykes to Jack R. Lindley and Dick D. Ikler. There were
previously 10,380,661 shares outstanding of Five Star, and after the
transaction occurred there were 41,880,661 shares outstanding. Before the
share issuance Arthur Sykes, Jr. and Jereta Sykes owned 7,306,557 shares
(70.39%) of the Company. After the transaction they owned the same number of
shares, but only 17.45% of the Company. The 31,500,000 shares were issued
Jack R. Lindley, Dick D. Ikler and their assigns, so now this group owns
75.21% of the Company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Five Star Broadband Wireless, Inc. acquired full interest in a Sales
Agency Agreement by issuing 31,500,000 shares to Jack R. Lindley, Dick D.
Ikler, and their assigns (see Item 1) on March 20, 2000. The value
assigned to the asset acquired was placed at $158,000.
Five Star had previously acquired 40% of U.S. Wireless (20,000) shares
from January 31, 2000 through March 9, 2000 for total consideration of
$136,000. U. S. Wireless, Inc. holds and owns a licensing and service
agreement between itself and GKD, Inc., d.b.a. TelComOne for the marketing
and sales of voice and data communications services (wired and wireless)
to be used for the TelCom One Phone Store located in Wichita, Kansas.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
Financial Statements - Financial statements of the business acquired
and any required pro forma financial information will be filed by
amendment within 60 days of the filing of this 8-K.
Exhibits - Sales Agency Agreement
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.
FIVE STAR BROADBAND WIRELESS, INC.
Date: April 3, 2000 /s/ DEBORAH L. HACKLER
Deborah L. Hackler, Secretary
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EXHIBIT
SALES AGENCY AGREEMENT
This agreement, made this 15th day of March, 2000, between GKD, Inc.
d.b.a. TelCom One, an Oklahoma Corporation, having its principal place of
business at 6801 S. Western #206, Oklahoma City, OK 73139 (hereinafter
referred to as the "Company") and Jack R. Lindley, 8136 S. Harvard, Tulsa,
OK 74137, and Dick D. Ikler, 11032 Spring Hollow Road, Oklahoma City, OK
73120 (hereinafter referred to as "Sales Agents");
WITNESSETH:
WHEREAS, the Company is engaged in the business of providing high-speed
wireless internet access and other wireless services to consumers
nationwide; and
WHEREAS, the Company desires to appoint the Sales Agents and the Sales
Agents desire to become sales representatives of the Company's services to
the target market of apartment complexes; and
WHEREAS, the Company further desires to appoint the Sales Agents and the
Sales Agents desire to become sales representatives of the Company's
services to other markets as they present themselves, including, but not
limited to hotels, motels, restaurants, office buildings, universities,
colleges, and residential markets, said terms and compensation to be
determined in future agreements; and
WHEREAS, the Company and the Sales Agents are each aware that the Company
in not granting an exclusive right to Sales Agents to sell its products to
the target market, nor are Sales Agents acting in an exclusive capacity
selling to the target market for the Company; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties do hereby agree as follows:
First: Territory: The Company hereby appoints Jack R. Lindley and Dick
D. Ikler, and their successors and assigns, as set out in paragraph
Thirteenth, only, as Sales Agents to sell the Company's services to
apartment complexes in the following territory: The continental United
States of America, and such other territories as both parties may
hereafter agree in writing.
Second: Technical and Support Services: The Company agrees to provide
technical assistance and support services to Sales Agents as is reasonable
and necessary, as agreed by both parties, to market the Company's
services, contact prospective clients and set up new accounts. The
support services shall include, but are not limited to, current sales
brochures and other written literature or audio-visual materials
explaining the services offered by the Company, and education and training
of sales agents and their employees, said education and training to be
reasonable, as determined by both parties. Any unused materials provided
by the Company to the Sales Agents for sales support shall be returned to
the Company upon the termination of this agreement.
Third: Equipment Requirements: The Company agrees to install and
maintain all equipment necessary to provide their services to the
customers obtained by the efforts of the Sales Agents, after those
customers have been approved by the Company.
Fourth: Accounts: The Sales Agents agree to furnish promptly and
regularly to the Company names and addresses of the clients and/or
properties they contact, and the Company agrees that upon receipt of that
information, via facsimile, those clients and/or properties shall become
the exclusive accounts of the Sales Agents, and shall not be contacted,
for sales purposes, by the Company or any other agents or assigns of the
Company without the written consent of Sales Agents. For the purposes of
this agreement, "contact" shall be defined as a direct interaction between
Sales Agent and the prospective cline, for the purposes of subscribing to
the services offered by the Company.
Fifth: Inquiries for Services: The Company agrees to forward any
inquiries it receives, either directly or indirectly, from the target
market (apartment complexes), concerning the services the Company
provides, that the Company or its agents or assigns is unable or unwilling
to service, to the Sales Agents. Those referrals shall automatically
become the exclusive accounts or the Sales Agents, without the
notification to the Company by the Sales Agents, as required in Paragraph
Fourth above.
Sixth: Billing: The Company agrees to bill and use reasonable efforts to
collect for all services sold by Sales Agents on it's behalf.
Seventh: Commissions: The Company agrees to pay the Sales Agents a
commission of one-half of the net revenue received from the sales of the
Company's services under the terms of this agreement. For the purposes of
this agreement, the Company agrees that "net revenue" is defined as the
sums billed and collected above the per unit base cost. "Base cost" is
defined as the sum necessary to provide and install the equipment
necessary to provide the services of the Company to an apartment complex.
The Company further agrees that for an apartment complex with 200 units or
more, its base cost is $5.00 per unit per month. The Commissions due the
Sales Agents shall be paid monthly, on the 10th day of each month, unless
otherwise agreed to in writing by the parties, and provided a full and
complete accounting of collected revenues and sales on a quarterly basis.
The Sales Agents reserve the right to employ an independent auditor to
review the sales and cost records of the Company from time to time, as is
reasonable, and the Company agrees that it will cooperate with such
independent auditor in a reasonable manner. The parties agree that the
pricing structure is subject to review and reevaluation on a six-month
basis.
Eighth: Expenses: Sales Agents shall be responsible for all of their
expenses and costs relating to their actions in marketing and selling the
Company's services. This shall include any compensations to other sales
personnel as set out in Paragraph Tenth, below. The Company shall be
responsible for the expenses of the technical service and support provided
to Sales Agents, as set out in Paragraph Second above.
Ninth: Term: The duration of this agreement shall be for a period of
five years, with an option to renew for an additional five years, with any
further renewals subject to the further agreement of both parties. The
event of the failure of either party to faithfully perform the covenants
contained in this agreement shall entitle the other party to pursue such
remedies as are provided by the laws of the State of Oklahoma.
Tenth: Sales Agents May Employ Sales Personnel: The Sales Agents shall
have full authority to employ such sales personnel and at such
compensation and on such other conditions as they deem proper to sell in
the territory herein set forth the services of the Company.
Eleventh: Governing Law: This agreement shall be constructed and
performed according to the laws of the State of Oklahoma.
Twelfth: Entire Agreement: This agreement supersedes all prior
agreements and understandings between the parties and cannot be modified
or changed by any oral or verbal promise or statement by whomsoever made.
This agreement can only be modified or changed by written agreement of
both parties.
Thirteenth: Sales Agents May Assign: The Sales Agents shall have the
right to assign their rights in this agreement to a corporation wherein
Jack R. Lindley is an active participant.
Fourteenth: Binding Agreement: This agreement shall be binding upon the
successors and assigns of the Company, and any other entities, firms or
other forms of business associated with the Company's wireless internet
business; and shall be binding upon the successors and assigns of the
Sales Agents.
IN WITNESS WHEREOF, the parties have signed this agreement on the day and
year first above written.
GKD, Inc., d.b.a. TelCom One
By s/ Ronald Baker s/ Jack R. Lindley
Ronald Baker Jack R. Lindley
President
s/ Dick D. Ikler
Dick D. Ikler
