SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) July 5, 2000 through
July 19, 2000
E-PAWN.COM, INC
(Exact Name of Registrant as Specified in Its Charter, Referred to herein as
"Company")
NEVADA 33-2533-LA 87-0435741
(State or Other Commission File I.R.S. Employer
Jurisdiction of Number Identification No.
Incorporation)
Merrill Lynch Tower
2855 University Drive, Suite 200
Coral Springs, Florida 33065
Tel. 954-575-7296
(Address of Principal Executive Offices and Telephone)
WASATCH INTERNATIONAL CORP.
1301 N. Congress Avenue, Suite 135, Boynton Beach, Florida 33426
(Former Name and Address)
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The Private Securities Reform Act of 1995 provides a "safe harbor" for
forward-looking statements. Certain information included in this Form 8-K (as
well as information included in the Exhibits) contains statements that are
forward looking, such as those relating to consummation of the transaction,
anticipated future revenue of the companies and success of current product
offerings. Such forward looking information involves important risks and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ materially from those expressed in any
forward looking statements.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On July 19, 2000, the Company was advised by Swiss Arctic Traders Ltd. that
Swiss Arctic Trader, Ltd, a shareholder with more than 10% of the outstanding
common shares, had agreed to sell 25,000,000 shares of Common Stock registered
in its name to Fortuna Holdings Limited, another controlling shareholder of the
Company. In addition, Swiss Arctic Traders, Ltd granted Fortuna Holdings Limited
an option to acquire another 15,000,000 shares of the Company's common stock,
which is currently pledged to a third party, and Swiss Arctic Traders Ltd.
granted to Fortuna Holdings Limited a proxy to vote the 15,000,000 shares of
common stock. Swiss Arctic Traders Ltd. has declared that it intends to divest
its interest, direct and indirect, in the Company until it holds 4.9% or less of
the outstanding shares of voting stock of the Company.
As part of the purchase agreement and the option to purchase the Company's
shares granted by Swiss Arctic Traders Ltd. to Fortuna Holdings Limited, Swiss
Arctic Traders, Ltd. granted to Fortuna Holdings Limited a proxy to vote
10,000,000 shares of common stock which it owns directly and which is part of
the optioned block. In addition,
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Swiss Arctic Traders, Ltd. has arranged for the granting of a proxy to Fortuna
Holdings Limited for 13,650,000 shares of common stock which is registered in
the name of third parties, but which is beneficially owned or controlled by
Swiss Arctic Traders, Ltd. With the common stock owned directly by Fortuna
Holdings Limited of 50 million shares and the common stock purchased from Swiss
Arctic Traders, Ltd of 25,000,000 shares and the proxy for 23,650,000 shares of
common stock, Fortuna Holdings Limited controls in excess of 55% of the voting
common stock and its controls 100% of the outstanding Class A Preferred Stock
which has voting control.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 10, 2000, the Company entered into a Rescission Agreement with
Loyalty Holdings Limited, a Bahamian company, and Raymond E. Winter, the
Company's former President and the President of Loyalty Holdings Limited, by
which the parties terminated, rescinded and dissolved all agreements with the
named parties had with the Company and its subsidiaries. The Company had entered
into agreements with Loyalty Holdings Limited and Mr. Winter and their
respective affiliates in April 2000 to launch an Internet based affinity card
product and to provide related management and marketing services. Under the
Rescission Agreement, Loyalty Holdings Limited will return the 5,000,000 shares
of the Company's common stock which was part of the consideration for the
original transaction, and these shares will be cancelled and returned to the
authorized shares of the Company. The parties entered into mutual releases. See
Item 6 below.
On July 14, 2000, the Company entered into a Full and Final Release with
Marlborough International Plc. and David McKenna. Under the terms of the
Release, the
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parties have terminated all agreements between the Company and the other above
named parties. Under prior announced agreements, the Company was to acquire
certain shares of Marlborough International Plc owned by Mr. McKenna. The
Company was to exchange its common shares for the shares of Marlborough
International Plc. The shares which the Company had issued for delivery to
complete this transaction have been returned and will be cancelled. In a
separate transaction closed simultaneously with the Release, an affiliate of Mr.
McKenna acquired 500,000 shares of restricted common stock in a private
placement for a consideration of US$100,000.
The Company is continuing to have discussions with CeleXx Corporation on
possible investment options open for the two companies. No definitive agreement
has been reached on future relationships, other than the agreement previously
reported by the Company in the Form 8-K filed on July 5, 2000.
The Company has completed effective as of April 17, 2000 the acquisition of
80% of the stock of Home Realty & Investment Corp. of Fort Lauderdale, Florida
which closing was previously announced as of April 17, 2000. Home Realty &
Investment Corp. has assumed management and marketing responsibility for the
Company's affiliate, Ubuyhomes.com, Inc., which was spun off by way of a stock
dividend to the shareholders of record of the Company on May 1, 2000.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
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ITEM 5. OTHER EVENTS
The Company received notice from Fortuna Holdings Limited that it
had waived all conditions and rights of rescission which it held under the
Acquisition Agreement signed on January 20, 2000 by which the Company acquired
the stock of E- Pawn, Inc., a Florida corporation, which became the principal
operating wholly owned subsidiary of the Company. One of the conditions was that
the Company would engage an independent appraiser to perform an appraisal and
evaluation of the value of E-Pawn, Inc. as of the date of the closing of the
Acquisition Agreement. The Company engaged the services of Seidman & Company of
New York to perform this work. The Company has not as of the date of this
Interim Report received a written form of the Appraisal Report.
ITEM 6. CHANGE IN DIRECTORS AND OFFICERS.
On July 10, 2000, Raymond E. Winter announced his resignation as a
Director and Officer of the Company and all of its subsidiaries and affiliates.
Mr Winter had joined the Board in April 2000, and he had assumed the position of
President on June 14, 2000. Mr. Winter said that he will devote his full time to
development and marketing of his business operations which include the Internet
based YES(TM) Card product lines.
On July 7, 2000, pursuant to the bylaws and the Nevada corporation
laws, the shareholders holding over 90% of the voting rights in the Company
consented to the appointment of Edward O. Ries (Age 62) of Huron, Ohio, Alison
Madej (Age 30) of Coral Springs, Florida and Jennifer Martin (Age 52) of Coral
Springs, Florida as Directors of the Company. The Board of Directors then
elected Mr. Ries as President and CEO, and the Directors elected Ms. Madej as
Vice President of Investor and Public Relations. Ms. Martin is the Secretary of
the Company and its subsidiaries.
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Mr. Ries has broad experience managing companies involved in manufacturing,
marketing, finance, and services. He has served as an officer and director of
public and private companies. Following the completion of the sale of assets of
a private Ohio company in which he was a principal and an executive, Mr. Ries
plans to move to Florida where he will become directly involved in the
operations and administration of the Company.
Ms. Madej has been serving as the manager of public and investor relations
since May 1, 2000. Previously, she was involved in the administration of an
employee owned medical and health services company in the Tampa Bay region, and
she served as a director of the Florida ESOP Association. She is a licensed real
estate salesperson in Florida and a registered physical therapist assistant.
Ms. Martin was a founder of E-Pawn, Inc. which the Company acquired in
January 2000. She is the President of Worldwide Web Designers, Inc., which has a
Consulting Agreement with the Company to manage the Company's Internet websites.
Ms. Martin has extensive experience with companies involved in finance,
marketing, and merchandising with emphasis on directing international business
programs for her associated companies. Her work during the last three years has
been focused on development of Internet marketing programs.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8: CHANGE IN FISCAL YEAR.
Not Applicable.
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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.
Date: July 20, 2000
E-PAWN.COM, INC.
BY: /S/EDWARD O. RIES
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Edward O. Ries, President
and Director
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