UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Event: March 24, 2003
WPB FINANCIERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 000-49935 06-1638637
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8723 Cambie Street, Vancouver, BC Canada V6P 3J9
(Address of Principal Executive Office) (Zip Code)
604-868-0981
(Registrant's telephone number)
2000 Hamilton Street, #520, Philadelphia, PA 19130
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On March 24, 2003, there was a change of control of WPB Financiers, Ltd.
(the "Company"). The change of control occurred as a result of closing under a
Stock Purchase Agreement (the "Agreement"), dated March 24, 2003, by and among
the Company, Enviromat Industries Co. Ltd., a Delaware corporation, as "Buyer"
and a major shareholder of the Company, as Seller. A copy of the Stock Purchase
Agreement is filed as an exhibit to this Current Report on Form 8-K, and is
incorporated in its entirety herein. The foregoing description is modified by
such references. Under the terms of the Agreement, the Buyer purchased a total
of 7,828,000 shares, representing 95% of the issued and outstanding common
stock of the Company, for a total purchase price of US$38,000, or approximately
$0.00485 per share. The purchase price was payable $25,000 in cash at or prior
to closing, and $10,000 through execution of a cognovit promissory note. The
funds used for completion of the purchase transaction were provided by the
working capital funds of Enviromat Industries Co. Ltd.
Enviromat Industries Co. Ltd. purchased the shares of the Company in
anticipation of the subsequent completion of a share exchange transaction in
which EFM Enterprises, Ltd., a Nevada wholly owned subsidiary of Enviromat
Industries Co. Ltd., would become a wholly owned subsidiary of the Company. The
proposed form of Agreement for Share Exchange is filed as an exhibit to this
Current Report on Form 8-K. Following completion of the proposed share exchange
transaction, it is anticipated that the 7,828,000 shares of the Company
purchased by Enviromat Industries Co. Ltd., will be surrendered for
cancellation and will, thereafter, no longer be part of the Company's issued
and outstanding common stock. After completion of the share exchange
transaction, it is also anticipated that the Company will change its name to
EFM International Holdings, Ltd.
Prior to closing under the Agreement, Michael Tay was the sole officer and
director of the Company. In conjunction with closing under the Agreement, the
Board of Directors of the Company nominated Mr. Christopher C. Chang to the
Board of Directors and all former officers and directors resigned. Mr. Chang
was then named President, CEO, Secretary and Treasurer of the Company.
The following table sets forth the name of the selling shareholder, the number
of shares sold under the Stock Purchase Agreement, and the number and
percentage of shares owned following closing under the Stock Purchase
Agreement.
Number of Shares Number of Shares
Name and Address Sold Beneficially Owned Percent of Class
- ---------------------- ---------------- ------------------ ----------------
Michael Tay 7,828,000 412,000 5%
2000 Hamilton St. #520
Philadelphia, PA 19130
The following table sets forth, as of the date of completion of closing under
the Stock Purchase Agreement the beneficial ownership of the Company's Common
Stock. The table lists the name and address, the number of shares beneficially
owned, and the percentage of ownership of: (i) each stockholder known by the
Company to be the beneficial owner of more than five percent (5%) of the
Company's Common Stock, (ii) each Director and Executive Officer, and (iii) all
Directors and Executive Officer(s) of the Company as a group.
Number of Shares
Name and Address Beneficially Owned Percent of Class
- --------------------------------- ------------------ ----------------
Enviromat Industries Co. Ltd. (1) 7,828,000 95%
8723 Cambie Street, Vancouver,
BC Canada V6P 3J9
Christopher C. Chang (2) 7,828,000 95%
President, Chief Executive
Officer, Secretary, Treasurer
and Director
8723 Cambie Street, Vancouver,
BC Canada V6P 3J9
All Executive Officers and 7,828,000 95%
Directors as a Group (1 Person)
- ---------------------------------
(1) Mr. Chang is the controlling shareholder and sole director and officer
of Enviromat Industries Co. Ltd., a Delaware corporation.
(2) As the controlling shareholder, sole director and officer of Enviromat
Industries Co. Ltd., Mr. Chang is deemed to be the beneficial owner of
the Common Stock of the Company owned by Enviromat Industries Co. Ltd.
CHANGE IN OFFICERS
In addition to the change in voting control of the Company, there was also a
change in the identity of the Company's officers as a result of closing under
the Stock Purchase Agreement. The previous officers of the Company resigned and
the following persons were appointed as their successors:
Name Age Position
- -------------------- --- -------------------------------------------------
Christopher C. Chang 28 President, CEO, Secretary, Treasurer and Director
CHRISTOPHER C. CHANG is the Chairman of the Board, Chief Executive
Officer, President and Director of Enviromat Industries Co. Ltd., a Delaware
corporation and has served in this capacity since September 2002. He is also
the sole officer and director of EFM Enterprises, Ltd., a Nevada corporation.
He also served as Chief Operating Officer of Green Great Ltd. since its
inception in 1991. Mr. Chang has also served as Vice President of Marketing
and Chief Operating Officer of numerous international trading companies in the
past overseeing overseas operations and heading marketing efforts. Mr. Chang
has been awarded The Entrepreneurial Success Award by the Taiwan Chamber of
Commerce in BC Canada and gratulation from MP of Canada.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed as part of this Current Report on Form 8K:
2.1 Stock Purchase Agreement, dated as of March 24, 2003, by and among WPB
Financiers, Ltd., Enviromat Industries Co. Ltd. as "Buyer," and Michael Tay as
"Seller."
2.2 Proposed Form of Agreement for Share Exchange by and among WPB Financiers,
Ltd., EFM Enterprises, Ltd., and Enviromat Industries Co. Ltd.
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.
WPB FINANCIERS, LTD.
By: /s/ Christopher C. Chang
- ----------------------------
Christopher C. Chang
Title: President and Chief Executive Officer
Date: March 24, 2003