SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date earliest event reported) December 26, 1996
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MASTER GLAZIER'S KARATE INTERNATIONAL, Inc.
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(exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-23236 22-3234110
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(Commission File Number)(IRS Employer Identification
Number)
377 Hoes Avenue, Piscataway, NJ 07884
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:(908) 981-0077
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570 North Broad Street, Suite 16, Elizabeth, NJ 07029
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(Former name or former address, if changed since last
report)
Item 5. Other Events.
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On December 26, 1996, Master Glazier's Karate International, Inc. (the
"Registrant") entered into a Stock Exchange Agreement (the "Agreement") with
each of Mark Glazier (the Registrant's President and Chairman of the Board),
Fair Lane, LLC., Cristine Cowan, Euro Translation Limited and CRC Partners, Ltd.
(collectively, the "Preferred Stockholders") pursuant to which the Preferred
Stockholders exchanged an aggregate of 750,000 shares of the Registrant's Series
A Preferred Stock (the "Preferred Stock") for 5,000,000 shares (the "Common
Shares") of common stock of the Registrant, par value $.0001 per share (the
"Common Stock"), and 10,000,000 options (the "Options"), each exercisable to
purchase one (1) share of Common Stock. The Options become exercisable on April
17, 1997 at an exercise price of $.0001 per share. As a result of the
transaction, there are currently no shares of Series A Preferred Stock issued
and outstanding and 10,350,000 shares of Common Stock issued and outstanding as
of December 26, 1996.
Item 7. Financial Statements and Exhibits
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c) Exhibits
Exhibit
No. Document
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(a) Stock Exchange Agreement dated December 26, 1996 by and
among the Registrant and the Preferred Stockholders.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.
Master Glazier's Karate International, Inc.
By: /s/ Mark Glazier
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Mark Glazier
President
Dated: January 2, 1997