SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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) March 25, 2002
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PAWNBROKERS EXCHANGE, INC.
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(Exact name of Registrant as Specified in Charter)
Utah 000-30105 84-1421481
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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Industrial Zone Erez, Post Office Box 779, Ashkelon Israel 78101
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (011) 972 7-689-1611
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Item 1. Changes in Control of Registrant.
Pawnbrokers Exchange, Inc. (the "Registrant") entered into a Share Exchange
Agreement, dated as of March 25, 2002 (the "Exchange Agreement") by and among
the Registrant, Michael Vardakis, Export Erez USA, Inc. ("Export"), a Delaware
corporation and the stockholders of Export (the Export "Stockholders"). Pursuant
to the Exchange Agreement, on March 25, 2002 (the "Closing Date"), the
Registrant acquired from the Export Stockholders the issued and outstanding
capital stock of Export in exchange for an aggregate of 21,000,000 shares of
common stock of the Registrant.
On the Closing Date, Terry Pantelakis, Angelo Vardakis, Michael Vardakis and
Vincent Lombardi resigned from the board of directors and Joseph Postbinder,
Meira Postbinder, Dan Zarchin, Tsippy Moldavan and Shlomo M. Lev-Yehudi became
members of the board of directors of the Registrant. The directors then elected
Joseph Postbinder as the Chief Executive Officer.
The following table sets forth certain information (after giving effect to the
issuance of the securities at the Closing, the cancellation of an aggregate of
1,649,000 shares of Registrant's Common Stock and a forward split (in the form
of a stock dividend) of eight-for-one) with respect to the beneficial ownership
of the outstanding shares of common stock by the Registrant's directors,
executive officers and each person known to the Registrant who owns in excess of
5% of the outstanding shares of common stock and the directors and executive
officers of the Registrant as a group.
Each person listed below has personal and sole beneficial ownership of the
shares of common stock listed with their name:
Total Number
Name of Shares Percentage Ownership
Joseph Postbinder 19,440,212 78%
Meira Postbinder 9,788 __
Dan Zarchin 20,000 __
Tsippy Moldavan 55,000 __
Shlomo Lev-Yehudi __
Achidatex Ltd. 980,931 4.0%
All Directors and Executive Officers 20,505,931 82.00%
(5 persons)
Item 2. Acquisition or Disposition of Assets.
The information set forth above under "Item 1. Changes in Control of Registrant"
is incorporated herein by
reference.
As described in Item 1 above, pursuant to the Exchange Agreement, the Registrant
acquired the issued and outstanding capital stock of Export. In consideration
therefor, the Registrant issued to the Export Stockholders 21,000,000 shares of
the Common Stock of the Registrant. The consideration for the acquisition of
Export was negotiated on an arms length basis.
Export is a leading manufacturer and global provider of personal military and
civilian protective equipment and supplies. The Company's products are used by
military, law enforcement, border patrol enforcement and other special security
forces.
Export's strategic objective is to be the leading global provider of personal
military and civilian protective equipment and supplies. Export intends to
realize its strategic objective through the following:
-Pursue Strategic Acquisitions.
-Focus on Internal Growth.
-Capitalize On Increased Demand For Company Products.
-Expand Marketing Efforts.
-Expand Distribution Network and Product Offerings.
Item 5. Other Events.
The Registrant has moved its principal executive offices to Industrial Zone
Erez, Post Office Box 779, Ashkelon, Israel 78101. The Registrant intends to
change its corporate name to Defense Industries International, Inc. The
Registrant has adopted a d/b/a under the name, "Defense Industries Internatinal,
Inc.".
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
a) Financial Statements of Businesses Acquired.
b) Pro Forma Financial Information.
The financial statements required by these items will be included in the
Registrant's Form 10-KSB to be filed on or before April 15, 2002.
(c) Exhibits.
10.1 Share Exchange Agreement, dated as of March 25, 2002.
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.
PAWNBROKERS EXCHANGE, INC.
Date April 2, 2002 By: /s/ Joseph Postbinder
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Name: Joseph Postbinder
Title: Chief Executive Officer