SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20594
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
January 11, 2005
Date of Report (Date of earliest event reported)
SECURED FINANCIAL NETWORK, INC.
(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-28457 86-0955239
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(Commission File Number) (IRS Employer Identification No.)
7951 SW 6th Street, Suite 210, Plantation, Florida 33024
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(Address of principal executive offices) (Zip Code)
(954)556-5292
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Registrant's telephone number, including area code
12 TO 20 PLUS, INC.
3450 Broad Street, #103
San Luis Obispo, California 93401
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(Former name and former address, if changed since last report)
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SECTION 1. Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Effective January 11, 2005, Secured Financial Network, Inc., a Nevada
corporation (SFNI), pursuant to Articles and Plan of Merger filed with the
Nevada Secretary of State on January 11, 2005, merged into the Registrant, 12 to
20 Plus, Inc. a Nevada corporation (12 to 20). 12 to 20 is the "Surviving
Corporation." The name of the Surviving Corporation is hereby changed to
"Secured Financial Network, Inc." The Articles and Plan of Merger setting forth
the material terms of the merger are attached hereto as Exhibit 1.1
Secured Financial Network, Inc. offers worldwide marketing of Stored Value
Pre-Paid Card Products, Card Management and Processing Services, and Value Added
specific services. These pre-paid products include gift cards, VISA and
MasterCard stored value debit cards both for payroll and retail issuance.
Through exclusive strategic ISO (Independent Sales Organization) agreements
Secured Financial Network is able to market its products and services worldwide.
SECTION 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
On January 19, 2005, Carol Slavin resigned her position as Director and
President of the Surviving Corporation and was replaced by Jeffrey L. Schultz
who shall serve as a director and President of the Surviving Corporation until
his resignation or removal.
On January 19, 2005, Linda Hannon resigned her position as Director, Secretary
and Treasurer of the Surviving Corporation and was replaced by Brian N. Schultz
who shall serve as Secretary and Treasurer of the Surviving Corporation until
his resignation or removal. The vacant directorship resulting from Ms. Hannon's
resignation was filled by George Weast who shall serve until his resignation or
removal.
On January 19, 2005, Elizabeth Yaeger resigned her position as Director of the
Surviving Corporation and was replaced by Stephen F. Burg Weast who shall serve
until his resignation or removal.
Jeffrey L. Schultz is President/CEO/Director, 54, most recently served as Vice
President of Sales and Marketing for InteleTech Corporation from January through
November of 2004. From July of 2002 until December of 2003 Mr. Schultz acted as
a consultant to various companies involved in the plastic printing and card
issuance industries. From February of 2001 until July of 2002 Mr. Schultz was
Director of Business Development for Continental Plastic Card Co. coordinating
the financial and sales restructuring of the company and setting in motion a
business plan for 2002 which made Continental Plastic profitable. Continental
Plastic was in the top 10 plastic card printers in the USA. Prior to 2001 Mr.
Schultz was the President of Strategic Funding, Inc. which since its inception
in 1996, had been instrumental in providing consulting to various private and
public companies and raised in excess of $20 million in capital. From 1990 until
1996 Mr. Schultz was the founder, an officer, and director of Aqua Care Systems,
Inc., a manufacture of residential, commercial, industrial, and wastewater
treatment plants. Aqua Care Systems became a public company in October 1993
after a successful NASDAQ offering. Mr. Schultz graduated with a B.A. Degree
from Wayne State University in Detroit, Michigan in 1972.
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SECTION 5 - Corporate Governance and Management - continued.
Brian N. Schultz, 25, Chief Operating Officer/Secretary/Treasurer for Secured
Financial Network, Inc.. From February 2004 until November 2004 Mr. Schultz was
Operations manager for Inteletech Corporation of America coordinating all
internal operations of Inteletech's stored value Debit MasterCard(R) program. As
operational manager he oversaw the operations, customer service, information
technology, shipping/fulfillment, and compliance departments of Inteletech. Mr.
Schultz managed Inteletech's card management system development team. Prior to
his employment at Inteletch Mr. Schultz was President of Copasetic Productions,
LLC, and Chair of the University of Florida's Student Government Productions. In
these capacities Mr. Schultz managed marketing, finance, forcibility and
operations for large venue entertainment production companies. His list of
produced acts includes, but is not limited to Stone Temple Pilots, Snoop Dog,
Busta Rhymes, and a 3-day outdoor festival. Mr. Schultz graduated with a B.A.
degree from The University of Florida in Gainesville in 2003.
George Weast, 72, Director, Since 1992 till present is President and Founder of
Washington Capital Corporation. This company has served consultants to banks,
investment banking Firms, and professional money managers. Washing Capital
Corporation also secures equity and debt financing for corporate and real estate
developer. The company also acted as a consultant to public shell corporation in
areas of reverse merger and corporate debt reorganization and updating of
reporting status. From 1973 until 1991 Mr. Weast has also been the President and
Founder of American Investors, Inc. and Subsidiaries. These companies developed
and syndicated commercial real estate in the Washington metropolitan area. It
also syndicated and leased equipments to banks and Fortune 500 companies
throughout the United States. Starting from 1970 to 1972 he was President and
Founder of Weston Leasing Company, a publicly traded leasing company which
expanded through acquisitions and mergers in the auto leasing, premium finance,
and association travel fields. From 1962 until 1969 he was Chief Financial
Officer of Jonker Business Machines, Inc., which was a public, traded
information retrieval company. Commencing 1959 to 1961 Mr. Weast was Internal
Auditor of Government Employees Insurance Company and its Subsidiaries. Mr.
Weast was also the former Director of Two National Banks. He served in the US
Army and was Honorable Discharge. Mr. George Weast attended the University of
Maryland and graduated with a B.S. Accounting Degree.
Stephen F. Burg, age 67, Director, has been chief executive officer of SB
Corporate Consulting, Inc., which offers corporate growth strategies for public
and private companies, nationally and internationally, from 1986 to present.
From 1978 to 1986, Mr. Burg was Vice President-Corporate Acquisitions for Evans
Products Company, a New York Stock Exchange company with over $2 billion in
annual revenues, and from 1973 to 1978 was Corporate Director-Acquisitions and
Human Services for Jack August Enterprises. Mr. Burg has been a director of a
pharmaceutical company, Xechem International, Inc. and Xechem Nigeria, Inc. for
the past 11 years. He also serves as a consultant to a number of growth oriented
companies, both public and private. Mr. Burg is a graduate of Boston University.
He is a licensed pilot, an avid boater, and holds various certifications in Real
Estate.
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SECTION 9 - Financial Statements and Exhibits.
Item 9.01 - Financial Statements and Exhibits
The following documents are filed as a part of this report:
(a) Financial statement of business.
It is impracticable to provide the required financial statements at this time.
Audited financial statements of the constituent corporations will be filed as
soon as practicable.
(b) Pro forma financial information.
It is impracticable to provide the required pro forma financial information at
this time. Pro forma financial statements reflecting the merger of SFNI and 12
to 20 will be filed as soon as practicable.
(c ) Exhibits
1.1 - Articles and Plan of Merger dated December 13, 2005 among 12 to 20 Plus,
Incorporated and Secured Financial Network, Inc.
5.1. - Letter of Resignation of Carol Slavin
5.2 - Letter of Resignation of Linda Hannon
5.3 - Letter of Resignation of Elizabeth Yaeger
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.
SECURED FINANCIAL NETWORK, INC.
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(Registrant)
Jeffrey L. Schultz
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By: /s/ Jeffrey L. Schultz
President & CEO
Date: 1/20/2005
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