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): April 23, 2008
|
FERIS
INTERNATIONAL,
INC.
|
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
(State
or
Other Jurisdiction of Incorporation)
|
000-24477
|
86-0776876
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
8439
Sunset Boulevard, 2nd
Floor, West Hollywood, CA
|
90069
|
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
800
504 8834
|
(Registrant’s
Telephone Number, Including Area Code)
|
N/A
|
(Former
Name or Former Address, if Changed Since Last Report)
| Item 1.01 | Entry into a Material Agreement |
On
April
22, 2008, Feris International, Inc. (the “Company”) on the one hand, and Peter
Hamm and Nouveau Model Talent Management, Inc. (“Nouveau”), on the other hand,
entered into an Asset Purchase Agreement (the “Purchase Agreement”) pursuant to
which, subject to the satisfaction of certain conditions precedent, the Company
agreed to acquire the assets of Nouveau.
| Item 8.01. | Other Events |
On
April
23, 2008, the Company issued a press release with respect to the execution
of
the Purchase Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
|
Exhibit No.
|
Description | |
|
99.1
|
Press
Release
|
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.
|
|
||
|
FERIS
INTERNATIONAL, INC.
|
||
| |
|
|
|
Date:
April 23, 2008
|
By: | /s/ Paul Feller |
|
Paul
Feller, Chairman of the Board and Chief Executive Officer (principal
executive officer)
|
||
EXHIBIT
INDEX
|
Exhibit No.
|
Description |
|
99.1
|
Press
Release
|
Exhibit
99.1
 |
|
NEWS
RELEASE
|
|
| CONTACT: |
Gary
S. Maier
Maier
& Company, Inc.
(310)
442-9852
|
FERIS
INTERNATIONAL SIGNS AGREEMENT TO PURCHASE TALENT AND MODELING
AGENCY
LOS
ANGELES, CA - April 23, 2008 - Feris
International (OTC: FSIT.PK) today announced it has signed a definitive purchase
agreement to acquire Nouveau Talent and Modeling Agency in a stock transaction.
Terms were not disclosed.
The
transaction, subject to customary conditions and approvals, is expected to
close
by early June 2008.
“The
acquisition complements our strategic focus on vertically expanding the
company’s broad live entertainment-related businesses and, specifically in this
transaction, our expansion plans of our talent management division through
the
acquisitions of key talent management firms,” said Paul Feller, chairman and
chief executive officer of Feris International.
Peter
Hamm, the current president of Nouveau, will serve as executive vice president
of talent management and new business development following the completion
of
the transaction.
Feris
International recently completed a reverse merger and share exchange with Pro
Sports & Entertainment.
About
Nouveau Model and Talent, Inc.
Established
in 1987 with offices in La Jolla and Los Angeles, Nouveau Talent and Modeling
Agency is a full-service SAG organization, managing talent for domestic and
international assignments -- including print, runway, commercials, and feature
film.
About
Pro Sports & Entertainment, Inc.
Incorporated
in November of 1998 and based in Los Angeles, Pro Sports & Entertainment is
an owner, operator and marketer of live entertainment and sporting events.
The
company is primarily focused on internal growth and acquisitions within the
entertainment-related market -- including action sports, automotive shows,
college sports, food events, motor sports and auto racing, music concerts and
festivals, running events, diversified media marketing, running events, trade
shows and expositions, and talent management. In addition, the company intends
to expand its consumer rewards marketing and redemption activities through
its
recently acquired Stratus Rewards Visa White Card and an association with the
Visa Signature credit card -- providing exclusive benefits to its cardholders
in
the form of VIP event access, luxury trips, private jet travel, luxury
automobiles, high-end merchandise and other rewards for specified levels of
use.
Forward
Looking Statements
Statements
in this press release relating to plans, strategies, economic performance and
trends, projections of results of specific activities or investments, and other
statements that are not descriptions of historical facts may be forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of
1995, Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking information is inherently
subject to risks and uncertainties, and actual results could differ materially
from those currently anticipated due to a number of factors which include but
are not limited to risk factors inherent in doing business. Although the
company's management believes that the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements. The company has no obligation
to update these forward-looking statements.
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