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 earliest event reported:December 31, 2002
FIRST CAPITAL RESOURCES.COM, INC.
(Exact name of registrant as specified in charter)
2469 East 7000 South, Suite 214
Holladay, Utah 84121
Registrant's telephone number, including area code (801) 274-1011
Item 1. Change in Control of Registrant
Effective December 31, 2002, First American Capital Liquidating Trust ("the Trust"), majority owner of First Capital Resources.com, Inc. ("the Company), sold to WF Fund 9.5 million of the 10 million shares owned by the Trust. As a result of the transaction, WF became the controlling shareholder of the Company, owning approximately 88% of the total shares issued and outstanding.
Following the effective date of the transaction, Lionel Drage was appointed President and Director of the Company and Derri Davisson resigned as an officer and director. Mr. Drage is not an officer, director, shareholder, or beneficiary of the new controlling shareholder WF Fund.
The Company currently has no operations and no funds with which to develop operations. The Company is currently in the process of seeking short term capital while it investigates business opportunities to merge with or acquire,. The Company currently has no agreement or arrangement of merger or acquisition. Additionally, management is reviewing the need to restructure its stock structure and will be making decisions in this regard in during the next sixty days.
There isno guarantee that the Company will be successful in developing any business opportunities or acquiring any operational capital. Any investment in the Company would be a highly speculative investment and should only be made by those investors who are capable of bearing the risk of losing the entire value of their investment.
Item 5. Other Events
Effective December 31, 2002 , the Company successfully canceled $31,476 in debt owed to First American Capital Liquidating Trust in exchange for $13,704 in cash and assignment of a receivable with a face value of approximately $17,772, a cause of action, and a judgment which would require additional money and resources, which the Company does not currently possess, to collect.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FIRST CAPITAL RESOURCES.COM, INC.
Date: January 6, 2003 By /s/ Lionel L. Drage
Lionel L. Drage
President
Whereas, the Company has no ability by which to liquidate the debt; and
Whereas, FACT is willing to cancel some of the debt in exchange for approximately $13,704 in cash and the assignment of some unliquidated assets owned by the Company; and
Whereas, the Company does not currently have the resources to pursue or collect the assets being assigned and deems it appropriate to assign the assets and reduce the amount of debt owed.
Now Therefore, First Capital Resources.com, Inc. hereby conveys, assigns and transfers to The First American Capital Liquidating Trust those assets listed in attached Schedule A in exchange for cancellation of $31,476 in debt owed by the Company to FACT.
Effective the 31stday of December, 2002.
FIRST CAPITAL RESOURCES.COM, INC.
THE FIRST AMERICAN CAPITAL LIQUIDATING TRUST
By: /s/ Derri Davisson
Derri Davisson, Trustee
