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 24, 2001
TRIDENT SYSTEMS INTERNATIONAL, INC.
(Exact name of Registrant as specified in Charter)
Nevada 000-30769 87-0419231
(State or Other Jurisdiction (Commission (IRS Employer)
of Incorporation) File Number) Identification No.)
27752 Greenfield Drive, Laguna Hills, CA.
(Address of Principal Executive Offices)
92653
(Zip Code)
(949) 643-8585
(Registrant's Telephone Number, including Area Code)
Toner Systems International, Inc.
4485 Abinadi Road, Salt Lake City, Utah 84107
Former name or former address, if changed since last report)
1
ITEM 1. Changes in Control of the Registrant
See Item 2.
In conjunction with the transaction described in response to Item
Two of this Current Report, Mr. Stan J. H. Lee, Mr. Alan Sporn, and Mr.
Daniel Ryu were elected as a member of the Registrant's Board of Directors.
All Current Officers and Directors tendered their resignation, effective
January 24, 2001. The Officers of the Registrant, as stated above, resigned,
and Alan Sporn was elected Chief Executive Officer, Stan J. H. Lee was
elected President and Daniel Ryu was elected Chairman of the Board and
Secretary until the next annual meeting of Shareholders, all offices at the
pleasure of the Board of Directors. Prior to the transaction referred to in
Item Two, neither Mr. Lee, Mr. Sporn, Mr. Ryuk, nor any person or entity
affiliated with any of them had any relationship with the Registrant,
or its officers, directors or principal stockholders.
Directors and Executive Officers
The only change in the Registrant's Board of Directors directly resulting
from the change in control of the Registrant was the resignation of all
current board members, and the appointments of Alan Sporn, Stan J. H. Lee,
and Daniel Ryu to the Board.
The following persons are the current Directors and Executive Officers of
the Registrant:
Name Age Position
Alan Sporn 48 Chief Executive Officer, Director.
Stan J. H. Lee 44 Director, President.
Daniel Ryu 36 Chairman of the Board, Secretary.
Biographies of Directors, Officers and Officers Nominees
Alan Sporn, CEO, Director
Since 1989, Mr. Sporn has been president of OPI Products (Far East) Ltd.,
LLC. Laguna Hills, CA, a company specializing in the manufacture and export
from the U. S. to the far east of USA Manufactured Cosmetics. He is also
president and director of the far East Corporations that handle the
marketing, sales, and distribution of the goods manufactured by OPI (OPI
Japan Limited, Yokohama, Japan).
Since 1997 he has been president of Comsight Holdings, Inc., Laguna Hills,
CA, a corporation specializing in consulting on acquisitions and mergers.
From 1988 to 1995 he was president of FMC Consolidated Limited
(formerly known as Gulf & Western Marketing Limited), Hong Kong, a
company specializing in trade transactions with the People's Republic of
China. He was also president of Elpe International (Far East) Ltd., Hong
Kong, from 1982-1988, a corporation that manufactured and exported
Quartz Analogue Watches.
2
Mr. Sporn attended Long Island University, majoring in Criminal Justice,
in 1974. He followed this by enlisting in the U. S. Air Force, where he
served four years as a Security Specialist in the security police, stationed
in England.
As CEO, Mr. Sporn's primary responsibilities include the overall strategy
for growth for the Corporation, and developing the subsidiaries.
Stan J.H. Lee, President and Director
Mr. Lee's responsibilities include the long term strategy development and
implementation of the KOMART concept. He directly manages the development,
market research and business planning of eKomart, Inc. Mr. Lees role will
also be to evaluate potential sites for company growth, and act as overall
project manager in bringing each site "on-line".
Mr. Lee has headed for the past 6 years, an established and successful
CPA and Consulting firm in the New York Metro area with six offices and 15
associates. Mr. Lee also heads a nationwide group of affiliated CPA's,
providing clients nation-wide services, and providing a good source of local
expertise and investment capital for the development of the Corporation. He
holds a BS degree in Accounting, and, professionally, is both a CPA and CMA.
Daniel Ryu, Chairman of the Board, Secretary.
Mr.Ryu's responsibilities include the overall operational aspects of the
Registrant and its Subsidiaries. From 1998 to the present he was Director of
Operations and Corporate Secretary of JBE Electronics, Inc. Prior to these
positions he was president of New Trans, Inc., a New Jersey Corporation
involved in the freight forwarding business. Mr. Ryu graduated from St.
John's University with a Bachelor of Science degree in Psychology.
ITEM 2. Acquisition of Assets
On January 16, 2001, the Registrant commenced negotiations with eKomart,
Inc. (Komart) and JBE Electronics, Inc. (JBE), with a view of acquiring one
or both Corporations. It was agreed that until a deal was struck, all
negotiations would remain confidential, as the Registrant had no current
active business, and any news released might effect the market for the shares
of the Registrant in a manner that might be detrimental to the shareholders
of the Registrant should the proposed purchase or purchases not be consummated.
On January 24, 2001, upon all parties having completed the due diligence
requirements they felt necessary, both JBE was purchased by the
Registrant, and it was anticipated that eKomart would be purchased on
January 29, 2001.
On January 24, 2001, Alan Sporn, purchased 3,000,000 preferred voting
non-convertible shares in the Registrant's preferred stock for $3,000,000,
all shares non-dilutable for 90 days.
The transaction with respect to the purchase of JBE was follows:
3
The shareholders of JBE received 1,500,000 shares in the common stock of
the Registrant. Of the said shares 18% was issued to John Kwak, who will
remain as President and CEO of JBE, and 18% was issued to Daniel Ryu, who
became a Director and Secretary of the Registrant, all shares non-dilutable
for 90 days. The remainder was distributed to the other 8 shareholders of
JBE, none of whom own over 4% of the outstanding common shares of the
Registrant, all shares non-dilutable for 90 days.
Post closing, each of Daniel Ryu and John Kwak received employment
agreements for $120,000 per year, and also received as signing bonuses, 1.5
million preferred non-convertible voting shares, all shares non-dilutable
for 90 days.
The transaction with respect to Komart is to be as follows:
Majority shareholders in Komart, Daniel Lee and Miyoung Lee, the wife and
son of Stan J. H. Lee, each to receive 583,000 common shares, and 1,166,000
preferred non-convertible voting shares, all shares non-dilutable for 90 days.
Cyber-Care to receive 74,586 common shares and 149,000 preferred shares,
all shares non-dilutable for 90 days.
Douglas Dimmick to receive 100,000 common shares and 261,600 preferred non-
convertible voting shares, all shares non-dilutable for 90 days.
The remaining 9 shareholders in eKomart received 159,432 shares in the
common stock of the Registrant, and 237,400 shares in the non-convertible
voting shares of the Registrant.
DESCRIPTION OF THE CORPORATIONS ACQUIRED
A) KOMART
We manage and have an ownership interest in 2050 S. Havana St. (DTSE) LLC.
("KOMART MALL"), Komart Korean & Japanese Supermarket, LLC., ("KOMART
SUPERMARKET"), and Korean Restaurant, SAAN, LLC. ("SAAN"), all organized
pursuant to the laws of Colorado in 1999. We also own and operate the food
court within the mall, and own the rights to the name ATA Sushi, which we
plan to utilize in developing a chain of fast food Sushi outlets.
We plan to consolidate, nationally, our market sector by acquiring or
opening additional Asian grocery centers and shopping malls in primary
markets.
B) JBE
We are a New Jersey corporation incorporated in 1998, currently in the
business of producing and marketing surveillance equipment systems.
4
Currently, our engineers developed and produced 5 models of CCTV cameras,
4 models of controllers, and 1 model of video recorder. Sales for our first
full year of operation were $1.5 million, with a 10% net profit.
For maximum profitability we have decided to utilize our own distribution
network for our products. JBE has successfully launched and established 65
distributors within less than two years.
ITEM 5. Other Events
On January 24, 2001 the Registrant announced a 1 for 4 reverse stock split
effective January 26, 2001.
On January 25, 2001 the Registrant changed its name to TRIDENT SYSTEMS
INTERNATIONAL, INC.
ITEM 6. Resignation of Directors
All directors of the Registrant have resigned, effective January 24, 2001
(See Item 1).
ITEM 7. Financial Statements and Exhibits
Item Page
(a) Financial Statements of Business Acquired
all audited statements will be filed by amendment within 60 days of the date
of this Current Report.
(c) Exhibits
The Purchase and Sales agreements, constating documents of the businesses
acquired, and employment agreements will be filed by amendment hereto within
10 days of the filing of this Current Report on Form 8-K.
5
27. Financial Data Schedule:
.1 The Financial Data Schedule will be filed by amendment within 60
days of the filing of this Current Report.
SIGNATURES:
Pursuant to the requirements of the Securities Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
January 26, 2001.
Trident Systems International, Inc.
By:/s/Alan Sporn/s/
_____________________
Alan Sporn, Chief Executive Officer
6
PAGE INTENTIONALLY LEFT BLANK
7