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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2007
FIT FOR BUSINESS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 333-123176 20-2008579
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(State or other (Commission File Number) (IRS Employee
jurisdiction of Identification No.)
incorporation or
organization)
10/27 Mayneview St., Milton, Q 4064
Australia
(Address of principal agent offices) (Zip Code)
Registrant's telephone number, including area code: 61-7-33673355
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
|_| 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
240.14-12)
|_| 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 13-e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 31, 2007, Fit For Business International, Inc. (the "Company")
issued a total of 70,000,000 shares of its common stock, restricted in
accordance with Rule 144, to the Company's Chief Executive Officer, Mark
Poulsen, in consideration for the following: 50,000,000 shares for failing to
provide Mr. Poulsen with validly issued preferred stock, and 20,000,000 shares
in exchange for Mr. Poulsen agreeing to extinguish, and waive any and all his
rights and claims to $134,176 in debt collectively owed as of December 31, 2007
to Mark A. Poulsen & Associates Pty Ltd. and Kamaneal Investments Pty Ltd., both
entities controlled by Mr. Poulsen.
These shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). These shares of our common stock
qualified for exemption under Section 4(2) of the Securities Act of 1933 since
the issuance shares by us did not involve a public offering. The offering was
not a "public offering" as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. We did not undertake an offering in which
we sold a high number of shares to a high number of investors. In addition, this
shareholder had the necessary investment intent as required by Section 4(2)
since they agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these shares would not be immediately
redistributed into the market and therefore not be part of a "public offering."
Based on an analysis of the above factors, we have met the requirements to
qualify for exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
ITEM 8.01 OTHER EVENTS
On December 31, 2007, the Company's Board of Directors determined that although
it had previously authorized and approved the designation of 10,000,000 shares
of preferred stock, par value $0.001 per share, each with a right to 50 votes of
the Company's common stock (the "Preferred Stock), as well as subsequent
issuance of 1,000,000 shares of Preferred Stock to Mr. Poulsen, the Company did
not file a Certificate of Designation with the State of Nevada to officially
authorize and designate the Preferred Stock and as a result, the Preferred Stock
was never legitimately issued and is not valid.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(a) Financial Statements of Business Acquired.
N/A
(b) Pro Forma Financial Information.
N/A
(c) Exhibits.
N/A
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.
FIT FOR BUSINESS INTERNATIONAL, INC.
Date: January 7, 2008 By: /s/ Mark Poulsen
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Name: Mark Poulsen
Title:President, Chief Executive Officer and
Chairman of the Board of Directors