SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 12, 2004
Command International Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-26627 13-4031359
(Commission File Number) (IRS Employer Identification No.)
c/o Snow Becker Krauss P.C.
605 Third Avenue
New York, New York 10158
(Address of Principal Executive Offices) (Zip Code)
(212) 687-3860
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 12, 2004, Staffin Group International, LLC ("Staffin") and Command
International Corporation (the "Company") entered into a Settlement Agreement,
whereby the Company agreed to sell to Staffin 100 shares of its wholly-owned
subsidiary Command Line Corporation ("CLC"), which constituted all of the issued
and outstanding capital stock of CLC, in consideration for the surrender of
578,936 shares of the Company. Staffin acquired the 578,936 shares pursuant to a
Stock Purchase Agreement dated as of March 18, 2002 whereby the Company acquired
from Staffin 100% of the issued and outstanding capital stock of CLC. CLC shall
retain all intellectual property rights, trademarks, goodwill and other related
rights such as existed prior to the closing date of the Stock Purchase
Agreement, as well as all development that has taken place within CLC since the
closing date of the Stock Purchase Agreement. Certain obligations between the
Company and CLC were cancelled and the Company agreed to assume responsibility
for satisfying certain defined obligations. The transaction closed on May 12,
2004.
Robert Fallah resigned from all officer and director positions he held with CLC
and Donald Staffin and Anne Staffin resigned from all officer and director
positions they may hold with the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATIONAL EXHIBITS
(a) Pro Forma Financial Information - To be filed by amendment
within 60 days after the date that this initial report on Form
8-K must be filed, which is May 27, 2004.
(b) Exhibits -
2.1 Settlement Agreement dated May 12, 2004, by and among
Staffin Group International, LLC, Command
International Corporation, Donald Staffin, Anne
Staffin and Robert Fallah.
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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.
COMMAND INTERNATIONAL CORPORATION
(Registrant)
Date: May 25, 2004 By: /s/ Robert Fallah
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Robert Fallah,
President
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