UNITED
STATES
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): August 21, 2007 (August 20,
2007)
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FERIS
INTERNATIONAL, INC.
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|
(Exact
Name of Registrant as Specified in
Charter)
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Nevada
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(State
of Incorporation)
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000-24477
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86-0776876
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(Commission
File Number)
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I.R.S.
Employer Identification No.)
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3155
East Patrick Lane, Suite 1, Las Vegas, NV
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89120
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(702)
492 9413
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(Registrant’s
Telephone Number, Including Area
Code)
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Titan
Motorcycle Co. of America
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
|
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
|
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
|
| ¨ |
Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
|
On
August
20, 2007, Feris International, Inc. (the “Company”), Feris Merger Sub, Inc., a
wholly owned subsidiary of the Company (“Merger Sub”), and Patty Linson, on the
one hand, and Pro Sports & Entertainment, Inc. (“PSEI”), on the other hand,
entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant
to the Merger Agreement, Merger Sub will merge into PSEI (the “Merger”), PSEI
will become a wholly owned subsidiary of the Company, and the shareholders
of
PSEI will receive shares of the Common Stock of the Company representing
approximately 85.22% of Feris’ issued and outstanding capital stock on a fully
diluted basis after giving effect to the Merger and the possible conversion
of
an outstanding convertible note (the “Convertible Note”). Consummation of the
Merger is dependent upon the satisfaction of certain conditions including
shareholder approval of the parties, the Company becoming current in its filings
and the absence of liabilities (except for the Convertible Note).
PSEI
is
engaged in owning, operating and marketing various live entertainment and sports
events. PSEI also owns and operates Stratus Rewards, a marketing and redemption
platform wrapped around a Visa Signature card, which provides exclusive benefits
to its cardholders in the form of luxury trips, private jet travel, high end
merchandise and other rewards for specified levels of use.
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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.
| Dated this 20th day of August 2007. | ||
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| By: | /s/ Patty Linson | |
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Patty
Linson
President
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