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): November 15, 2002
Commission File No.: 0-24723
PITTS AND SPITTS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 88-0393257
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
14221 Eastex Freeway
Houston, Texas 77032
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(Address of principal executive offices)
(281) 442-5013
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(Issuer telephone number)
Item 2. Acquisition or Disposition of Assets
On October 7, 2002, Pitts and Spitts, Inc., a Nevada corporation, (the
"Company") executed an Exchange Agreement with Oxford Knight International, Inc.
The Exchange Agreement was approved by the majority stockholders of Oxford
Knight International, Inc. on November 15, 2002.
Pursuant to the Exchange Agreement, the Company issued 1,970,000 shares of
common stock to Oxford Knight in consideration for 100% of the issued and
outstanding shares of common stock of Fabricating Solutions, Inc., a Texas
corporation, and Pitt's and Spitt's, Inc., a Texas corporation (the "Exchange").
Fabricating Solutions is a sheet metal fabricating company and Pitt's and
Spitt's is a prestigious manufacturer of barbeque pits. The Company plans to
continue to pursue the businesses. Paul Syracuse, the Company's chief executive
officer, also serves as the chief executive officer of Oxford Knight
International.
Item 5. Other Events
On November 15, 2002, the Company entered into a settlement agreement and
mutual release ("Mutual Release") with Oxford Knight International, Inc., Pitts
& Spitts, Inc., a Texas corporation ("Pitts Texas"), Fabricating Solutions,
Inc., Har-Whit, Inc., Har-Whit/Pitts & Spitts, Inc., American International
Industries, Inc., ("American") Paul Syracuse, Kimberly Syracuse, Daniel Dror
("Dror"), Vanderkam & Sanders ("Vanderkam") and Royall & Fleschler ("Royall").
Pursuant to the Mutual Release, the various parties released one another from
any and all causes of action from past dealings. At least one of the parties has
not complied with the terms of the Mutual Release. The Company intends to file
for arbitration to cause American to abide by the terms of the Mutual Release
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
To be Provided.
(b) Pro Forma Financial Information.
To be Provided.
(c) Exhibits:
Exhibits Description
1.1 (1)Exchange Agreement between Pitts and Spitts, Inc. and Oxford Knight
International, Inc.
10.1 *Settlement Agreement and Mutual Release between Pitts and Spitts, Inc., a
Nevada corporation, Oxford Knight International, Inc., Pitts & Spitts,
Inc., a Texas corporation, Fabricating Solutions, Inc., Daniel Dror, Paul
Syracuse, Kimberly Syracuse, American International Industries, Inc.,
Vanderkam & Sanders, and Royall & Fleschler.
10.2 (1) Agreement between Paul Syracuse and Oxford Knight International, Inc.
* Filed herein
(1) Filed with the Form 8-K filed on October 8, 2002. Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.
PITTS AND SPITTS, INC.
December 23, 2002
/s/ Paul Syracuse
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Paul Syracuse
Chief Executive Officer