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 16, 2001
FLORAN INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
FLORIDA 339868-10-1 06-1562447
(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
501 West Monroe St. Springfield IL 62701
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (217) 698-6060
--------------
3045 CORPORATION
3045 N. Federal Highway, Suite 60,
Fort Lauderdale, Florida
33306
(Former name or former address, if changed since last report.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On January 17, 2001 Kim Naimoli sold 925,000 of her 950,000 shares of our
Company's common stock to Michael Mitchell, Apollo Holdings LLC and Todd Moore.
Kim Naimoli sold her 925,000 shares of our Company for $425,000. Michael
Mitchell now owns 4.9% of our Company. Apollo Holdings LLC is owned by Chris
Bonzini- who now controls 4.9 % of our Company. Todd Moore now owns 4.9 % of our
Company. On January 16, 2001 we appointed Lyndell F. Parks, Fred Jarosz, Terry
L. Pancake, Dennis Gordon, Dr. Javaid Sheik, and G. Bryan Thomas, to our Board
of Directors and Kim Naimoli resigned as our president and from our board. The
new president Fred Jarosz.
ITEM 2.
On January 16, 2001 we entered into an agreement with H20 International
Inc. (H2O) and its shareholders whereby we acquired H2O and H2O became our
wholly owned subsidiary. We acquired H20 in exchange for 5,000,000 shares of our
common stock issued to the shareholders of H2O. H20 currently holds the license
for the chemicals used to clean and disinfect components of portable water
systems. We plan to pursue cleaning processes for large-scale water treatment
facilities through the license held by our wholly owned subsidiary H2O.
ITEM 3. NOT APPLICABLE
ITEM 4. NOT APPLICABLE
ITEM 5. OTHER EVENTS
H2O International, Inc. ("H20"), was formed to market proprietary chemicals
that are used to clean and disinfect components of portable water systems. The
principal business of the company is selling chemical products, and the
principal products of the company are FLORAN TOP and FILTER FIT. The proprietary
technology is owned by Waterhole International, Inc. d/b/a Floran Technologies,
Inc. whom we have a licensing agreement.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On January 16, 2001 Kim Naimoli resigned from our Board of Directors. We
appointed Lyndell Parks, Fred Jarosz, Terry L. Pancake, Dennis Gordon, Dr.
Javaid Sheik, and G. Bryan Thomas to our Board of Directors. The background of
each director is as follows:
Lyndell F. Parks is responsible for the recruitment of professionals,
organization of project teams, and marketing of ventures and products for the
Company. Mr. Parks has extensive recruiting, marketing and management experience
covering the past 18 years. He has owned, operated, marketed and trained for
medical equipment companies, network marketing companies, insurance companies,
and securities firms. He has managed, owned, and developed companies. He has
held insurance and securities licenses and acted as a sales representative in
those fields. He has extensive marketing experience, specializing in investor
relations and public relations. He currently is General Manager of Paragon
Marketing & Management, Springfield, Illinois; General Manager of Eagle
Publishing, Springfield, Illinois, and Consultant to Cryocon Inc., Ogden, Utah.
Fred Jarosz, LUTCF will manage the overall direction of our company and the
development of the public market. Fred Jarosz is the President of Speechmakers,
Intl. He is the former Executive Vice President and Chief Marketing Officer of
the Horace Mann Insurance Companies where he now serves as a Management
Consultant. Mr. Jarosz developed his own general agency, became National Sales
Director for the Allstate Insurance Companies, and is former President and CEO
of Reserve Life, Western Travelers, and former Chairman of Putnam Financial
Services. Mr. Jarosz is a 27-year member of the National Association of Life
Underwriters and a past president of the Springfield Life Underwriters
Association. A nationally known speaker, he is guest lectures at colleges and
Universities throughout the United States. He is the holder of the Distinguished
Service Award from the National Education Association of the United States. Mr.
Jarosz is a graduate of Saint Michael's Cathedral, the Gaugh School of Business,
The Air University, and completed his formal education at the University of
Wyoming College of Speech.
Terry L. Pancake will have responsibility for the overall management of
financial operations of the company and will oversee the negotiation and
implementation of licenses around the world, as well as the export process. Mr.
Pancake has spent over twenty years as a manager and founder private firms
providing organizational, management, and financial services to corporations and
governmental agencies. He has provided such services, since 1984 to Internet,
technology, computer, real estate, construction, and manufacturing companies.
Over a period of fifteen (15) years (1984-1999), he has acted in the capacity of
President, CEO, Treasurer, general securities principal, and financial
operations principal for broker-dealers marketing private placements, general
securities, mutual funds and variable annuities. Previously he worked in
positions as a consultant to government from 1978-1983 and as a securities
examiner from 1976-78 with the Illinois Securities Department. Mr. Pancake has
an undergraduate degree in Political Science specializing in International
Relations, and a Masters of Public Administration specializing in International
Project Administration from the Graduate School of Management at Brigham Young
University
Dennis Gorden - Environmental Engineer with Severn-Trent Services, a large
engineering firm in Houston, Texas. Mr. Gorden has over 17 years of experience
in the water and wastewater industry with detailed knowledge and experience in
operations, management, inspections, safety, and commercial projects. He is
currently responsible for the operations of thirteen (13) water plants and nine
(9) wastewater treatment plants.
Dr. Javiad Sheik, M.D., M.B.A. - Associate Professor of Psychiatry,
Stanford University School of Medicine. Associate Chief of Staff for Mental
Health, and Chief of Psychiatry for VA Palo Alto Health Care System.
G. Bryan Thomas ARM, CPCU - President, Chief Executive Officer and Chairman of
the Board for Cannon Cochran Management Services, Inc. He is a member of the
Executive Committee and the Board of Directors; Mr. Thomas began his insurance
career in sales with a national carrier. He joined CCMSI as a Cafeteria Plan
Coordinator, advancing to Account Executive with responsibility for marketing
and program development for larger Individual self-insured and large
associations, In his past position as Executive Vice President and Chief
Marketing Officer, Mr. Thomas oversaw all sales and marketing efforts for the
company. Mr. Thomas graduated from the University of Illinois with a Bachelor of
Science Degree.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. None.
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.
Floran International, Inc.
------------------------------------
(Registrant)
Date: January 30, 2001 By /s/ Fred Jarosz
---------------------
Name: Fred Jarosz
Title: President
Index to Exhibits
Sequentially
Exhibit No. Description of Document Numbered Page No.
None