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) July 14, 2003
FORTIS ENTERPRISES
(Exact name of registrant as specified in charter)
Nevada 000-49634 88-0475756
(State of other (Commision (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation or Number)
organization)
1180 Spring Centre South Blvd.
Suite 310
Altamonte Springs, Florida 32714
(Address of Principal Executive Office) (Zip Code)
(407) 970-6361
(Registrant's Executive Office Telephone Number)
FIRST IMPRESSIONS
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 15, 2003, the Registrant's board of directors approved the
cancellation of shares of common stock held by three of the Registrant's
majority stockholders and the issuance of shares of common stock to the new
sole officer and director. The cancellation and issuance of shares of common
stock resulted in a change in control of the Registrant.
The board of directors accepted 15,000,000 shares of common stock for
cancellation from the following stockholders:
Name of Stockholder # of Shares Cancelled
Tammy Kraft 5,000,000
Shearson Barney Equity Fund 5,000,000
Titanium Financial Fund 5,000,000
The stockholders listed above returned their shares to the Registrant
for cancellation due to their inability, as majority stockholders, to further
the Registrant's business. The stockholders did not receive any consideration
for their shares.
The board of directors issued 11,250,000 shares of common stock to Mr.
Stephen W. Carnes as consideration for his serving on the Board of Directors,
assuming the liability of being an officer and director of a publicly trading
and reporting Company, his business expertise and his business concept of
establishing a national network of commercial and residential restoration
service companies.
The result of the cancellations and issuances is a net reduction of
3,750,000 shares of common stock.
Prior to the cancellations and issuances, the Registrant had a total of
20,000,000 shares of common stock issued and outstanding. The canceling
stockholders held approximately 75% of the issued and outstanding common
stock. The cancellations and issuance resulting in 16,250,000 shares of
common stock to be issued and outstanding with approximately 69% of those
shares being held by Mr. Carnes. Mr. Carnes' percentage ownership of the
Registrant's common stock and his position as sole director of the Registrant
allows him to exercise control of the Registrant.
Stephen W. Carnes
Stephen W. Carnes, age 39, is currently the sole officer and director of
the Registrant. Mr. Carnes is also the President, CEO and a director of Valde
Connections, Inc., a publicly traded company trading on the OTC Bulletin
Board. From 2000 to 2003, Mr. Carnes was founder and co-owner of a private
public relations firm that assisted companies with marketing and public
relations. From 1998 to 2003, Mr. Carnes has been self-employed as an
independent manufacturers representative acting as an outside sales
representative for various companies. From 1982 thru 1986, Mr. Carnes
attended Indiana University at Fort Wayne, Indiana and received a B.S. degree
in Business Administration.
ITEM 5. OTHER EVENTS
Annual Meeting
On July 14, 2003, the Registrant held its annual meeting of
stockholders. Business conducted at the meeting included the following:
(1) To elect a new board of directors to serve until the next annual meeting
or until their successors are elected and qualified;
(2) To change the name of the Registrant from First Impressions to Fortis
Enterprises;
(3) To amend the Registrant's Articles of Incorporation to:
(i) Reflect the name change referenced in 2 above; and
(ii) Increase the total number of authorized shares of common
stock from 50,000,000 shares to 100,000,000 shares.
(4) To confirm the reaffirmation of Beckstead & Watts LLP as independent
auditors for the Registrant; and
(5) To schedule the next annual meeting of stockholders.
Each share of Common Stock was entitled to one vote. Only stockholders
of record at the close of business on June 12, 2003, were entitled to vote.
The number of outstanding shares at that time was 20,000,000 held by
approximately 49 stockholders. The required quorum of stockholders was
present at this meeting. All proposals were passed at the meeting.
Name Change
As discussed above, the Registrant's stockholders approved the name
change from First Impressions to Fortis Enterprises. The Registrant's board
of directors had previously determined that the name "First Impressions" was
limiting the Registrant's ability to pursue the expansion of its business
into other marketing arenas. The Board of Directors is of the belief that
the name Fortis Enterprises is more generic and allows for more flexibility
in the future expansion of business opportunities. A copy of the Amendment
to the Articles of Incorporation is attached hereto as an Exhibit.
Forward Split
On July 15, 2003, the Registrant's Board of Directors approved a 4:1
forward split of all of its issued and outstanding shares of common stock on
July 21, 2003 (the "Record Date"). The split shall be accomplished through
the issuance of a 3 for 1 common stock dividend, whereby all of the
Registrant's stockholders on the Record Date will receive three additional
shares of common stock for every share they currently own. Following the
effective date of the forward split, the Registrant had 65,000,000 shares of
common stock outstanding.
OTC:BB Ticker Change
In conjunction with the name change referenced above, on July 22, 2003,
the Registrant's OTC:BB ticker symbol changed to "FRTE".
Press Release
On July 22, 2003, the Registrant issued a press release disclosing its
revised business strategy. It is the Registrant's current intention to
capitalize upon the niche market opportunities within the commercial and
residential restoration service markets. A copy of the press release is
attached hereto as Exhibit 99.
EXHIBITS
10 Amendment to Articles of Incorporation
99 Press Release dated July 22, 2003
______
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
FORTIS ENTERPRISES
By: /S/Stephen W. Carnes
Stephen W. Carnes, President
Date: July 24, 2003