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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
JUNE 2, 2006
Date of earliest event reported
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ICON INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Florida 000-30947 59-3461879
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20533 Biscayne Blvd., #209, Aventura, FL 33180
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(Address of principal executive offices, including zip code)
(305) 792-9191
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Registrant's telephone number, including area code
MARKETING SYSTEMS USA, INC.
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Former name or former address, if changed since last report
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FACTORS THAT MAY AFFECT FUTURE RESULTS
This Report on Form 8-K contains forward looking statements within the
meaning of and which are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Such forward looking
statements are subject to risks and uncertainties that could cause actual
results to be materially different from historical results or from any results
expressed or implied by such forward looking statements. Forward looking
statements generally are accompanied by words such as "anticipates," "belief,"
"believes," "estimates," "expects," "intends," "plans," and similar statements,
and should be considered uncertain and forward looking. Any forward looking
statements speak only as of the date on which such statement is made, are not
guarantees of future performance, and involve certain risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecast in such forward
looking statements, whether as a result of new information, future events or
otherwise. Factors that could cause such results to differ materially from the
results discussed in such forward looking statements include, without
limitation: uncertain continued ability to meet our operational needs in view of
serious working capital constraints; need for substantial additional capital to
meaningfully proceed with our plan of operations; no assurances of and
uncertainty of profitability; need for additional management, sales and
marketing personnel, which is contingent upon our receipt of additional capital;
competition from companies having substantially greater financial, marketing and
other resources than the Company, including name and brand recognition; the
impact of competitive services and pricing; changing consumer tastes and trends;
and the legal, auditing, and administrative cost of compliance associated with
the Sarbanes-Oxley Act. Many of such risk factors are beyond the Company's
control. New factors emerge from time to time and it is not possible for
management to predict all of such factors, nor can it assess the impact of each
such factor on the business of the Company or the extent to which any factor, or
combination of factors may cause actual results to differ materially from those
contained in any forward looking statements. In light of these risks and
uncertainties, there can be no assurance that the results anticipated in these
forward looking statements contained in this Report, as amended, will in fact
occur. All forward looking statements wherever they may appear are expressly
qualified in their entirety by the cautionary statements in this section. The
Company undertakes no obligation to update any such forward looking statements.
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 2, 2006, Icon International Holdings, Inc. (the "Registrant" or
the "Company") entered into a financial public relations consulting agreement
with Euro-Bentley Capital, Inc. ("EBC"). The agreement, which is for a term of
two years unless earlier terminated as described in the agreement, generally
provides for EBC to act as a financial public relations advisor and consultant
on a non-exclusive basis. In consideration for its services, EBC and/or its will
receive 1,155,000 shares of the Company's restricted common stock. The Company
must approve any fees or expenses prior to being incurred by EBC.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On June 2, 2006, the Registrant issued 25,000,000 restricted shares of
the Company's common stock upon conversion by its sole officer and director,
Alan Brooks, of $25,000 of his loans made to the Company. The amount of loans
converted represents a small portion of the loans made by Mr. Brooks to the
Company in the approximate principal amount of $200,000 through May 31, 2006,
exclusive of accrued interest. The loans are convertible at $.001 par value per
share in accordance with a prior agreement.
On June 2, 2006, the Registrant issued 1,155,000 shares of the
Company's restricted common stock to Euro-Bentley Capital and its designees in
consideration of the financial public relations services to be performed in
accordance with the terms of a consulting agreement between the Registrant and
Euro-Bentley Capital.
On June 2, 2006, the Registrant issued 2,000,000 shares of the
Company's restricted common stock to a third party non-affiliate for airline
business development services provided to the Corporation, which share amount
was previously agreed to by and between the Registrant and such non-affiliate in
November, 2005.
On June 2, 2006, the Registrant issued 50,000 shares of the Company's
restricted common stock to a third party non-affiliate for services performed on
behalf of the Registrant related to securing airport gates and lounges, which
share amount was previously agreed to by and between the Registrant and such
non-affiliate in November, 2005.
On June 2, 2006, the Registrant issued 50,000 shares of the Company's
restricted common stock to stock to a third party non-affiliate in consideration
of services performed on behalf of the Registrant related to airline parts and
maintenance, which share amount was previously agreed to by and between the
Registrant and such non-affiliate in November, 2005.
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On June 2, 2006, the Registrant issued 45,000 shares of the Company's
restricted common stock to stock to third party non-affiliate in consideration
of services performed on behalf of the Registrant in 2001, in full satisfaction
of any sums owed for such services, and which such share amount was previously
agreed to by and between the Company and to such non-affiliate in October, 2005.
All of the foregoing shares were issued pursuant to Section 4(2) under
the Securities Act of 1933, as amended (the "Securities Act"), based upon the
limited number of offerees, their relationship to the Company, the number of
shares offered, the size of the offering, and the manner of such offering.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
In connection with the issuance of 25,000,000 shares of restricted
common stock to Alan Brooks, the Registrant's sole officer and director, upon
conversion of a portion of the outstanding balance of his loans to the Company,
Mr. Brooks acquired a controlling equity interest in the Registrant. Prior to
the issuance of such shares, no one person or group had a controlling equity
interest in the Registrant. Mr. Brooks remains the sole officer and director of
the Registrant. Such share amount represents approximately 73.9% of the
Company's issued and outstanding common stock. After having effected gift
transfers to certain donees, including an entity owned and controlled by Mr.
Brooks, his son and spouse, as well as certain unaffiliated third parties, Mr.
Brooks is deemed to beneficially own approximately 72.1% of the issued and
outstanding
There is no arrangement or understanding by and between Mr. Brooks and
any other person with respect to election of directors or other matters. There
are no current arrangements known to the Company which may result in a change of
control of the Company.
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Security Ownership of Certain Beneficial Owners and Management
As of the date hereof, the Company has 33,820,030 shares of its common
stock issued and outstanding. The following table sets forth, as of the date
hereof, the beneficial ownership of the Company's common stock: (i) by any
person known to the Company to beneficially own more than 5% of the Company's
common stock; (ii) by each director; (iii) by each executive officer; and (iv)
by all directors and executive officers as a group:
Name and Address(1) Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Owner (2) Class (3)
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Common Alan Brooks (4)(5) 24,387,962 72.1%
20533 Biscayne Blvd., # 209
Aventura, FL 33180
Common Jack Gentile 2,000,000 5.9%
c/o New York Aviation
P.O. Box 467 Bayside, NY 11361
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(1) Each of the persons listed has sole voting, investment, and dispositive
power, except as otherwise noted.
(2) Beneficial ownership has been determined in accordance with Rule 13d-3(d)
(1)(i) under the Exchange Act; such rule, generally, includes as beneficial
owners of securities, among others, any person who directly or indirectly
through any contract, arrangement, understanding, relationship, or
otherwise has shares or voting power and/or investment power with respect
to such securities, and any person who has the right to acquire beneficial
ownership of such security within sixty days through a means including but
not limited to the exercise of any option, warrant, right or conversion of
a security.
(3) All percentages are based on 33,820,030 shares issued and outstanding as of
June 2, 2006.
(4) Mr. Brooks is the sole officer and director of the Company.
(5) Includes (i) 21,475,000 shares owned by Miami Investment Partners, Inc.
which is owned and controlled by Mr. Brooks, (ii) 1,245,438 shares owned by
his wife, (iii) 1,005,000 shares owned by his son and (iv)an irrevocable
proxy in favor of Mr. Brooks to vote 239,562 shares, 175,000 shares and
5,400 shares owned by third party non-affiliates.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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10.0 Financial Public Relations Agreement between the Registrant
and Euro-Bentley Capital, Inc.
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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.
Date: June 8, 2006 ICON INTERNATIONAL HOLDINGS, INC.
By: /s/ Alan Brooks
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President
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