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 6, 2005
GLOBAL MATERIALS & SERVICES, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
000-26261 57-1216206
(Commission File Number) (IRS Employer Identification No.)
9316 WHEATLANDS ROAD, SUITE C, SANTEE, CALIFORNIA 92071
(principal executive offices) (Zip Code)
(619) 258-3640
(Registrant's telephone number, including area code)
AMERICAN FIRE RETARDANT CORP.
(Former name if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 6, 2005, Global Materials & Services, Inc. (the "Registrant")
completed the steps necessary to effect the change in the Registrant's name from
"American Fire Retardant Corp." to "Global Materials & Services, Inc." and the
change in the Registrant's domicile from the State of Nevada to the State of
Florida effective January 6, 2005. The board of directors and the stockholders
of the Registrant approved the changes in name and domicile and further details
are contained in the Registrant's information statement, as amended, dated
December 16, 2004.
In order to effect a change in the Registrant's domicile and name, the
Registrant's predecessor, American Fire Retardant Corp., was merged with and
into Global Materials & Services, Inc., a Florida corporation, on January 6,
2005, by filing the Articles of Merger with the Secretaries of State of Florida
and Nevada. The merger had previously been approved by the holders of a majority
of the shares of American Fire Retardant Corp. and the Registrant. Following the
merger the separate corporate existence of American Fire Retardant Corp. ceased
and the officers and directors of American Fire Retardant Corp. became the
officers and directors of the Registrant. The stockholders of American Fire
Retardant Corp. received one share of the common stock of the Registrant for
every one share of the common stock of American Fire Retardant Corp. held by the
common stockholders of American Fire Retardant Corp. The one share of common
stock of Registrant, outstanding immediately prior to the merger, was cancelled.
As a result, following the merger and the changes in name and domicile, the
current common stockholders of American Fire Retardant Corp. will hold all of
the issued and outstanding shares of the common stock of the Registrant.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
Effective January 21, 2005, the Registrant canceled its plans to purchase
all of the issued and outstanding shares of Mountain Materials, Inc., a
California corporation ("Mountain Materials") (the "Acquisition") and rescinded
the stock purchase agreement with Daniel Shea, which was previously reported in
the Registrant's Press Release, dated January 18, 2005. The Registrant and Mr.
Shea were unable to agree on mutually beneficial terms, and the planned
Acquisition of Mountain Materials by the Registrant was rescinded by means of an
agreement between the parties. The Registrant incurred no penalties in
connection with the termination of the Mountain Materials Acquisition.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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2.1 Articles of Merger filed with the Secretary of State of Nevada
effective January 6, 2005.
2.2 Articles of Merger filed with the Secretary of State of Florida
effective January 6, 2005.
2.3 Plan of Merger.
SIGNATURE
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: January 26, 2005 GLOBAL MATERIALS & SERVICES, INC.
By /s/Stephen F. Owens
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Stephen F. Owens, President