Ubuyholdings Inc · 8-K · For 6/16/97

Filed On 6/16/97   ·   SEC File 33-02533-LA   ·   Accession Number 950123-97-5064

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Wasatch International Corporation                      5     19K 

Document Table of Contents

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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) 06/16/97   

 WASATCH INTERNATIONAL CORPORATION
------------------------------------------------- 
(Exact Name of Registrant as Specified in Charter)

NEVADA                          33-2533-LA           87-0435741                 
--------------------------------------------------------------------------------
(State or Other Jurisdiction)      (Commission        (IRS Employer             
                    File Number)       I.D. No.)

1301 N. Congress Avenue, Suite 135, Boynton Beach, FL           33426           
--------------------------------------------------------------------------------

(Address of Principal Executive Offices)                       (Zip Code)       

Registrant's telephone number, including area code  561-732-1200                

1501 Corporate Drive, Suite 260, Boynton Beach, Florida  33426                  
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)                   

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Item 1.  Changes in Control of Registrant.                                      

Not Applicable                                                      

Item 2.  Acquisition or Disposition of Assets.                                

       In October of 1996,  the Company  agreed to provide a total of $5,000,000
in DIP financing to Kiwi International Air Lines, Inc.  (hereinafter  "Kiwi"), a
commercial air carrier which had filed for reorganization pursuant to Chapter 11
of the United States  Bankruptcy  Code.  In November of 1996,  the Company along
with a Baltimore  individual,  (hereinafter  referred to as "Edwards") agreed to
form a  Limited  Liability  Company,  Edwards-Wasatch  Enterprises  (hereinafter
"EWE") to which the Company assigned its right to provide Kiwi the DIP financing
and the  exclusive  right to  present a plan of  arrangement  in the  bankruptcy
proceedings.  Pursuant to the agreement (the "EWE Agreement"), Edwards agreed to
loan up to  $5,000,000  as required to fund  Kiwi's  operations  and the Company
agreed to provide up to an additional $1,000,000. (The Company has provided Kiwi
with approximately $1,460,000 of the DIP financing.) The Company's assignment of
its right to provide the DIP  financing to Kiwi was  approved by the  Bankruptcy
Court on November 26,  1996,  as of which date the Company was in default of its
financing  obligations to Kiwi.  This default was waived by Kiwi and approved by
the Court.  Three  orders  were  entered  by the  Bankruptcy  Court at  separate
hearings resulting in a total of authorized DIP financing of $10,200,000 in cash
and letters of credit.                                                          

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     As of this date,  EWE is owned 18% by the Company  and 82% by Edwards.  The
Company has an option to acquire Edwards' 82% interest in EWE by converting said
interest  into  shares of common  stock of the  Company  which  shares are to be
convertible  into shares of Kiwi. The conversion price of said exchange is to be
based on the value of Wasatch  determined  in principal  part upon the appraised
value of the lands in the  Bahamas,  concerning  which the  Company  has certain
ownership and development rights.                                               

Item 3.Bankruptcy or Receivership.                                            

Not Applicable, but see Item 2 as to Kiwi.                            

Item 4.Changes in Registrant's Certifying Accountant.                         

Not Applicable                                                        

Item 5.Other Events.                                                          

     On June  16,  1997,  the  Board  of  Directors  of the  Company  adopted  a
resolution that no Officer,  Director,  Consultant,  professional or controlling
stockholder of the Company,  provided all agree,  would sell any shares owned by
him or her during any three  month  period in excess of 50% of the  volume-limit
restrictions  of Rule 144,  and further  that said shares will be sold only with
consideration of any adverse impact on the market  conditions and trading of the
Company's common stock. All Officers,  Directors,  professionals and controlling
stockholders have agreed to this restriction.                                   

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Item 6.Resignations of Registrant's Directors                                 

     Diran  Kaloustian  was  appointed  Director  and  Chairman  of the Board of
Directors on April, 1996. Mr. Kaloustian,  is an attorney and member of the bars
of Florida, New York and Texas, and last, Mr. Kaloustian served as President and
Director of Depository Trust Company in New York, a global financial institution
with deposited asset value of over 10 trillion dollars.  Mr. Kaloustian  assumed
executive  and  financial  control of  Depository  Trust  Company  in 1970.  Mr.
Kaloustian was President and Director of Singer & Co, an investment banking firm
and Executive Vice President of a Stock  Clearing  Corporation,  a subsidiary of
the New York Stock Exchange where he oversaw 1,500  full-time  employees.  Stock
Clearing  Corporation  was the  largest  profit  center  of the New  York  Stock
Exchange.  Mr.  Kaloustian  is a  graduate  of  Duke  University  and  New  York
University Law School.                                                          

     Charles C.  Edwards was  appointed  to the Board of  Directors  in January,
1997,  and in June,  he  resigned  from  the  Board of  Directors  and  became a
consultant to the Company.  Dr. Edwards recently assumed significant  additional
responsibilities  with  respect  to the  reorganization  of  Kiwi  International
Airlines,  Inc.  and he  resigned  from the  Board to  devote  more time to this
responsibility  and to avoid any possible conflict of interest.  Dr. Edwards has
extensive  experience  in business  development,  finance and  investing.  He is
presently  CEO of a  medical  technology  group,  real  estate  and  condominium
development group, and a manufacturing  company. Dr. Edwards serves as Professor
of Surgery at the  University of Maryland  Medical  School,  and he operates and
conducts research                                                               

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programs in the field of spinal  surgery.  He is a graduate of Duke  University,
University  of  Maryland  Medical  School  and a graduate  from Yale  University
Medical  School.  Dr.  Edwards may rejoin the Board of Directors  following  the
reorganization  of Kiwi and after the relationship  between the Company and Kiwi
is further evaluated.                                                           

Item 7.   Financial Statements, Pro Forma Financial Information and             
Exhibits.                                                   

Not Applicable                                                        

Item 8.Change in Fiscal Year.                                                   

Not Applicable                                                        

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.                                           

                                     WASATCH INTERNATIONAL CORPORATION

Dated: June 16, 1997                    By: /S/ *                               
                                  --------------------------
                                   Joe Logan, Jr., President

                             By: /s/ John B. M. Frohling
                                   -------------------------
                                 John B. M. Frohling
                               Power of Attorney

  *  John B.M.  Frohling  by  signing  his name  thereto  signs this Form 8-K on
     behalf of the  persons  indicated  above  pursuant  to a power of  attorney
     authorizing John B.M. Frohling to sign this Form 8-K on behalf of Joe Logan
Jr.                                                                   

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		11/26/96		2
Filed On / Filed As Of / For The Period Ended		6/16/97		3		5
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