-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PlfPqFNd4UOX9n8QBnUZllM2i3Pc237byX9L4s1wsF1+KiFiI6vrP3eaEdVM/het Hg6AG6TN8g7jgkjevsR68A== 0001015402-04-000653.txt : 20040224 0001015402-04-000653.hdr.sgml : 20040224 20040224170318 ACCESSION NUMBER: 0001015402-04-000653 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040119 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL TRUST & FINANCIAL SYSTEMS INC CENTRAL INDEX KEY: 0001123195 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL- COMPUTER & PRERECORDED TAPE STORES [5735] IRS NUMBER: 061588136 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31507 FILM NUMBER: 04625434 BUSINESS ADDRESS: STREET 1: 4232 D'ESTE COURT CITY: LAKE WORTH STATE: FL ZIP: 33467 BUSINESS PHONE: 5169647925 MAIL ADDRESS: STREET 1: 4232 D'ESTE COURT CITY: LAKE WORTH STATE: FL ZIP: 33467 8-K 1 doc1.txt 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 19, 2004 INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (Exact name of registrant as specified in its charter) FLORIDA (State or other jurisdiction of incorporation or organization) 000-31507 06-1588136 (Commission File Number) (IRS Employer Identification No.) 9103 EMMOTT ROAD, BUILDING 6, SUITE A, HOUSTON TEXAS 77040 (principal executive offices) (Zip Code) (713) 466-6585 (Registrant's telephone number, including area code) 1024 South Greenville Avenue, Suite 240, Allen, Texas 75002 (Former name or former address if changed since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT On January 19, 2004, a change in control of the Registrant occurred as the result of the acquisition of the capital stock of the Registrant by Wilbert H. Marmion and Steven F. Owens. Pursuant to that certain Purchase and Escrow Agreement dated November 12, 2003, by and between the Registrant, Wilbert H. Marmion, and J. Bennett Grocock, P.A., a copy of which is attached as an exhibit to this Report, on January 19, 2004, Mr. Marmion acquired 2,360,430 shares of the common stock of the Registrant and 2,870,000 shares of the preferred stock of the Registrant. Each preferred share is convertible into 40 shares of the common stock of the Registrant and each preferred share has the same voting rights as 40 shares of the common stock of the Registrant. All of the common and preferred shares acquired by Mr. Marmion carried a legend restricting the transfer thereof under the Securities Act of 1933, as amended. Mr. Marmion used $20,000 of his personal funds as consideration for the common and preferred shares purchased by him pursuant to the Purchase and Escrow Agreement. On January 19, 2004, Mr. Owens acquired 2,999,855 shares of the free-trading common stock of the Registrant. Mr. Owens acquired these shares from 10 shareholders of the Registrant. As consideration, Mr. Owens used $29,000 of his personal funds. Additionally, with the consummation of the stock purchase transactions, Tim B. Smith and David A. Pells resigned their positions as officers and directors of the Registrant. Wilbert H. Marmion was elected the sole director of the Registrant in their place and stead. Security Ownership of Certain Beneficial Owners and Management. The following table sets forth, as of February 24, 2004, information concerning ownership of the Registrant's securities by: - - Each person who owns beneficially more than five percent of the outstanding shares of the Registrant's common stock; - - Each director; - - Each named executive officer; and - - All directors and officers as a group.
SHARES BENEFICIALLY OWNED (2) PERCENT ----------------------------- ------- NUMBER OF NUMBER OF PERCENT PERCENT NAME OF BENEFICIAL OWNER COMMON PREFERRED SHARES OF COMMON SHARES OF PREFERRED SHARES (1) SHARES ----------------- ----------------- -------------------- - ---------------------------- ------------- Wilbert H. Marmion (3) . . . 2,360,430 2,870,000 7.05% 100% All directors and executive officers as a group (one person). . . . . . . . . . . 2,360,430 2,870,000 7.05% 100% ============= ================= ================= ==================== Steven F. Owens (4). . . . . 2,999,565 0 8.96% 0% __________________ (1) Unless otherwise indicated, the address for each of these stockholders is c/o International Trust and Financial Systems, Inc., 9103 Emmott Road, Building 6, Suite A, Houston Texas. Please see Item 5 of this Current Report for information regarding address change. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to the shares of the Registrant's common stock which he or she beneficially owns. (2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this Current Report, there were issued and outstanding 33,464,901 shares of the Registrant's common stock, par value $0.001 per share, and 2,870,000 shares of the Registrant's convertible preferred stock, par value $0.001 per share. (3) Mr. Marmion owns 2,360,430 shares of the common stock of the Registrant and 2,870,000 shares of the preferred stock of the Registrant. Each preferred share is convertible into 40 shares of the common stock of the Registrant and each preferred share has the same voting rights as 40 shares of the common stock of the Registrant. As a result, Mr. Marmion has the power to vote 117,160,430 shares of the common stock of the Registrant which number exceeds the total issued and outstanding shares of Registrant's common stock. (4) Mr. Owens is the President, Chief Financial Officer and a Director of American Fire Retardant Corp., a Nevada corporation. Mr. Owens' business address is 9316 Wheatlands Road, Suite C, Santee, California 92071.
1 There are no arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. There are no arrangements or understandings among members of both the former and the new control groups and their associates with respect to election of directors or other matters, the operation of which may at a subsequent date result in a change of control of the Registrant. The foregoing description of the transactions is qualified in its entirety to the full text of the Purchase and Escrow Agreement, filed as an exhibit to this Current Report. ITEM 5. OTHER EVENTS. As of January 19, 2004, the Registrant changed its address. The Registrant's new address is 9103 Emmott Road, Building 6, Suite A, Houston, Texas 77040. The Registrant's new telephone number is (713) 466-6585. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. None. (a) Exhibits. -------- The following exhibits are filed herewith:
EXHIBIT NO. IDENTIFICATION OF EXHIBIT - ----------- ------------------------- 10.1 Purchase and Escrow Agreement between the Registrant ("Seller"), Wilbert H. Marmion ("Purchaser") and J. Bennett Grocock, P.A. ("Escrow Agent"), dated November 12, 2003.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 24, 2004 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC. By /s/ Wilbert H. Marmion ------------------------------------------- Wilbert H. Marmion, Chief Executive Officer 2 EX-10.1 3 doc2.txt EXHIBIT 10.1 PURCHASE AND ESCROW AGREEMENT ----------------------------- THIS PURCHASE AND ESCROW AGREEMENT ("Agreement") is made as of November 12, 2003 by and between INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. (the "Company"), William MARMION (the "Purchaser"), and J. BENNETT GROCOCK, P.A., a Florida professional association and members of the Florida Bar, with offices at 455 S. Orange Ave., Suite 500, Orlando, FL 32801 (the "Escrow Agent"). W I T N E S S E T H: Company and Purchaser previously entered into a Letter of Intent dated November 5, 2003, for the purchase of a controlling interest in Company by Purchaser, which Letter of Intent provided for the parties to enter into a definitive purchase agreement. Company and Purchaser desire to set forth the terms and conditions under which the Purchaser will acquire the controlling interest in the Company. Purchaser and Company have requested that the Escrow Agent hold the Escrow Funds, Free Trading Shares, Restricted Shares, and Preferred Shares, all as hereafter defined, to be delivered in accordance with the terms of this Agreement NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows: ARTICLE 1 --------- TERMS OF PURCHASE AND SALE 1.1 Purchaser has, or during the course of this Agreement will, deposit the sum of $225,800 (the "Escrow Funds") with the Escrow Agent, to be disbursed in accordance with this Agreement. Purchaser will deposit $85,800 immediately on the execution of this Agreement, will deposit an additional $70,000 no later than three (3) days prior to the disbursement date provided for in Article 2.3 of this Agreement, and will deposit an additional $70,000 no later than three (3) days prior to the disbursement date provided for in Article 2.4 of this Agreement 1.2 The Company shall cause a total of 14,996,565 shares of its $0.001 par value common stock to be transferred to or deposited with the Escrow Agent, with executed stock powers attached, with transfer instructions issued to the Company's transfer agent for, or with DTC transfer instructions issued for transfer of the shares, of which not less than 14,000,000 shall be free trading shares (all 14,996,565 shares hereafter being referred to as the "Free Trading Shares"), for disbursement in accordance with this Agreement. The deposit of the Free Trading Shares shall be made in installments, with not less than one third of the total Free Trading Shares either deposited with the Escrow Agent, or transfer instructions issued to the Company's transfer agent for the transfer of the Shares delivered to the Escrow Agent, no later than the date of each disbursement provided for in Articles 2.2, 2.3 and 2.4 of this Agreement, respectively. 1.3 The Company shall cause 2,360,430 shares of its $0.001 par value common stock to be transferred to or deposited with the Escrow Agent, with executed stock powers attached, or shall deliver a copy of written instructions to the Company's transfer agent to issue such shares, which 1 shares shall be unregistered, restricted shares (the "Restricted Shares"), for disbursement in accordance with this Agreement. 1.4 The Company shall cause 2,870,000 shares of its $0.001 par value voting, convertible preferred shares to be deposited with the Escrow Agent, with executed stock powers attached if necessary (the Preferred Shares"), for disbursement in accordance with this Agreement. The Preferred Shares shall have the rights and privileges as set forth in Exhibit "A" hereto. 1.5 The Escrow Agent shall receive and hold the Escrow Funds, the Free Trading Shares, the Restricted Shares and the Preferred Shares and shall disburse the Escrow Funds, the Free Trading Shares, the Restricted Shares and the Preferred Shares as hereafter provided. ARTICLE 2 --------- DISBURSEMENT 2.1 The Escrow Agent shall disburse the sum of $10,800 immediately for expenses of the purchase and of the Company, as follows: 2.1.1 To Kelley Trimble the sum of $5,800, for liabilities of the Company 2.1.2 To or at the direction of Robert Hipple, the sum of $5,000 to cover the auditor review of the Company's Third Quarter 2003 10-Q filing and for other expenses. 2.2 On the Closing of the purchase transaction, which shall be on or before November 12, 2003, the Escrow Agent shall make the following disbursements: 2.2.1 The Preferred Shares and the Restricted Shares shall be released to Purchaser, for registration in the name of Purchaser. 2.2.2 The sum of $50,000 shall be released from the Escrow Funds to or at the direction of Robert Hipple to pay or satisfy certain outstanding Promissory Notes of the Company, as consideration for the Preferred Shares and the Restricted Shares. 2.2. 3 One-third of the Free Trading Shares shall be released as follows: 2.2.3.1 One million shares shall be released to Alexander & Wade, Inc., for registration in the name of Alexander & Wade, Inc. or its assigns. 2.2.3.2 One million shares shall be released to Ashvin Mascarenhas, for registration in the name of Ashvin Mascarenhas, or his assigns. 2.2.3.3 The remainder of the first one third of the Free Trading Shares, or 2,999,855 shares, shall be released to Stephen F. Owens, for registration in the name of Stephen F. Owens, or his assigns. 2.2.4 The sum of $20,000 shall be released from the Escrow Funds to or at the direction of Robert Hipple to pay or satisfy certain outstanding Promissory Notes of the Company, as consideration for the Free Trading Shares released. 2.3 On the date which is 45 days after the initial Closing Date of the purchase transaction, which date is expected to be on December 26, 2003, the Escrow Agent shall make the following disbursements: 2.3.1 One-third of the Free Trading Shares shall be released as follows: 2.3.1.1 One million shares shall be released to Alexander & Wade, Inc., for registration in the name of Alexander & Wade, Inc. or its assigns. 2.3.1.2 One million shares shall be released to Ashvin Mascarenhas, for registration in the name of Ashvin Mascarenhas, or his assigns. 2.3.1.3 The remainder of the second one third of the Free Trading Shares, or 2,999,855 shares, shall be released to Stephen F. Owens, for registration in the name of Stephen F. Owens, or his assigns. 2.3.2 The sum of $70,000 shall be released from the Escrow Funds to or at the direction of Robert Hipple to pay or satisfy certain outstanding Promissory Notes of the Company, as consideration for the Free Trading Shares released. 2.4 On the date which is 90 days after the initial Closing Date of the purchase transaction, which date is expected to be on February 10, 2004, the Escrow Agent shall make the following disbursements: 2.4.1 One-third of the Free Trading Shares shall be released as follows: 2.4.1.1 One million shares shall be released to Alexander & Wade, Inc., for registration in the name of Alexander & Wade, Inc. or its assigns. 2.4.1.2 One million shares shall be released to Ashvin Mascarenhas, for registration in the name of Ashvin Mascarenhas, or his assigns. 2.4.1.3 The remainder of the second one third of the Free Trading Shares, or 2,999,855 shares, shall be released to Stephen F. Owens, for registration in the name of Stephen F. Owens, or his assigns. 2.4.2 The sum of $70,000 shall be released from the Escrow Funds to or at the direction of Robert Hipple to pay or satisfy certain outstanding Promissory Notes of the Company, as consideration for the Free Trading Shares released. 2.5 In the event that the Escrow Funds to be released at any release date set forth above, are not available for release, then the Company may give written notice of default in payment to the Escrow Agent at any time thereafter, and the Escrow Agent shall, within five (5) days of the receipt of such written notice by mail, courier, hand delivery or facsimile, release all of the remaining shares of Preferred Shares, Restricted Shares and Free Trading Shares to Robert Hipple, for registration in the name of Robert Hipple, or his assigns, in complete discharge of the Escrow Agent ARTICLE 3 TERMS OF THE ESCROW 3 3.1 The parties hereby agree to have Escrow Agent serve as escrow agent for and on their behalves, and Escrow Agent hereby accepts the duties and responsibilities as Escrow Agent as provided herein, whereby the Escrow Agent shall receive the Escrow Funds from Purchaser and the Free Trading Shares, Restricted Shares, and Preferred Shares to hold in escrow and distribute as set forth in this Agreement. 3.2 Escrow Agent's fees shall be paid by Purchaser pursuant to a separate agreement between Escrow Agent and Purchaser, for which purpose the remaining $5,000 of Escrow Funds not otherwise disbursed in accordance with Article 2, shall be applied immediately on the date of execution of this Agreement 3.3 This Agreement may be altered or amended only with the written consent of all of the parties hereto. Should the Purchaser or Company attempt to change this Agreement in any manner, which, in the Escrow Agent's discretion, shall be undesirable, the Escrow Agent may resign as Escrow Agent by notifying Purchaser and Company in writing. In the case of the Escrow Agent's resignation pursuant to the foregoing, his only duty, until receipt of notice from Purchaser and Company that a successor escrow agent has been appointed, shall be to hold and preserve the Escrow Funds in a non-interest bearing account and the Preferred Shares, the Restricted Shares and the Free Trading Shares. Upon receipt by the Escrow Agent of said notice from Purchaser and Company of the appointment of a successor escrow agent, the name of a successor escrow account and a direction to transfer the Escrow Funds and the Preferred Shares, the Restricted Shares and the Free Trading Shares, the Escrow Agent shall promptly thereafter transfer the Escrow Funds and the Preferred Shares, the Restricted Shares and the Free Trading Shares to said successor escrow agent. The Escrow Agent is authorized to disregard any notices, requests, instructions or demands received by it from Purchaser or Company after notice of resignation or removal has been given. 3.4 The Escrow Agent shall be reimbursed by Purchaser for any reasonable expenses incurred in the event there is a conflict between the parties and the Escrow Agent shall deem it necessary to retain counsel, upon whose advice the Escrow Agent may rely. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in no event shall the Escrow Agent be liable or responsible except for the Escrow Agent's own gross negligence or willful misconduct. The Escrow Agent has made no representations or warranties to the Company or the Purchaser. The Escrow Agent has no liability hereunder to either party other than to hold the Escrow Funds and the Preferred Shares, the Restricted Shares and the Free Trading Shares and to deliver the Escrow Funds and the Preferred Shares, the Restricted Shares and the Free Trading Shares under the terms hereof. Each party hereto agrees to indemnify and hold harmless the Escrow Agent from and with respect to any suits, claims, actions or liabilities arising in any way out of this transaction including the obligation to defend any legal action brought which in any way arises out of or is related to this Agreement. 3.5 The parties acknowledge and represent that they are not being represented in a legal capacity by J. Bennett Grocock, P.A., and have had the opportunity to consult with their own legal advisors prior to the signing of this Agreement. 3.6 The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent's attorney shall be conclusive evidence of such good faith. 4 3.7 The Escrow Agent is hereby expressly authorized to disregard any and all instructions given by any one of the parties hereto, excepting only instructions signed by both Purchaser and Company and orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. 3.8 The Escrow Agent shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver this Agreement. 3.9 If the Escrow Agent reasonably requires other or further documents in connection with this Agreement, the necessary parties hereto shall join in furnishing such documents. 3.10 It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the funds and shares held by the Escrow Agent hereunder, then, except as provided in Article 2.5 of this Agreement, the Escrow Agent is authorized and directed in the Escrow Agent's sole discretion (a) to retain in the Escrow Agent's possession without liability to anyone all or any part of the escrow deposits until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (b) to deliver the escrow deposits to a state or federal court having competent subject matter jurisdiction and located in Orange County, State of Florida in accordance with the applicable procedure therefor. ARTICLE 4 --------- MISCELLANEOUS 4.1 No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed any extension of the time for performance of any other obligation or act. 4.2 This Agreement shall be binding upon and shall inure to the benefit of the permitted successors and assigns of the parties hereto. 4.3 This Agreement is the final expression of, and contains the entire agreement between, the parties with respect to the escrow subject matter hereof and the purchase transaction provided for herein, and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. 4.4 Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile copies shall constitute enforceable original documents. 5 4.5 The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance of the laws of the State of Florida. The parties agree that any dispute arising under or with respect to or in connection with this Agreement, whether during the term of this Agreement or at any subsequent time, shall be resolved fully and exclusively by binding arbitration in accordance with the commercial rules then in force of the American Arbitration Association with the proceedings taking place in Orlando, Florida, before a panel of three (3) arbitrators. 4.6 By signing this Agreement, the Escrow Agent becomes a party hereto only for the purposes of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. COMPANY: PURCHASER; INTERNATIONAL TRUST & FINANCIAL SYSTEMS, INC. By: ----------------------------------------- ------------------------------ William Marmion Its: ----------------------------------------- ESCROW AGENT: J. BENNETT GROCOCK, P.A. By: ----------------------------------------- J. Bennett Grocock, President 6 -----END PRIVACY-ENHANCED MESSAGE-----