UNITED STATES
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): June 15, 1999
NATIONAL AIR CORPORATION, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
000-22711
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(Commission File Number) (I.R.S. Employer
Identification No.)
701 N. Post Oak Road, Suite 350, Houston, Texas 77024
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(Address of principal executive offices, including zip code)
(713) 682-7400
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(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant
Effective June 15, 1999, National Air Corporation, Inc., a Nevada
corporation ("Company"), acquired all of the issued and outstanding shares of
capital stock of Berensgallery.com, Inc., a Nevada corporation ("Subsidiary").
In connection with such acquisition, the Company issued an aggregate of
2,900,000 shares of authorized but unissued common stock, $0.001 par value, to
the shareholders of Subsidiary ("Shareholders"). The Shareholders exchanged an
aggregate of 2,900,000 shares of Subsidiary common stock for the 2,900,000
shares of Company common stock. Currently therewith, the Company issued 862,495
shares of common stock to certain consultants, for services rendered pursuant to
Regulation D of the Securities Act of 1933.
In connection with the reorganization, Nick Lovato, Kirsten Lovato and
Jeffrey Jenson resigned as directors and officers and were replaced by the
following: Marc I. Berens, Chairman of the Board of Directors, President, and
Chief Executive Officer; Yolana S. Berens, Director; and William Ranshaw,
Director. These persons will hold office until the next respective annual
meeting of the stockholders and directors or until their respective successors
have been elected and qualified or their prior resignations or terminations.
Upon the closing of the above-referenced transactions, there were
4,500,000 shares of Company common stock outstanding.
To the best of the Company's knowledge, there are no known arrangements
which may at a subsequent date result in a subsequent change in control of the
Company.
Item 2. Acquisition or Disposition of Assets
See Item 1 for discussion.
Item 3. Bankruptcy or Receivership
Inapplicable
Item 4. Changes in Registrant's Certifying Accountant
In connection with the above captioned acquisition, the Company changed
its certifying accountant from Mantyla, McReynolds & Associates to Ham, Langston
& Brezina, L.L.P. The dismissal of Mantyla, McReynolds & Associates was not the
result of any disagreements on any matter involving accounting principles or
practices, financial statement disclosure or auditing scope or procedure. The
engagement of Ham, Langston & Brezina, L.L.P. was approved by the Company's
board of directors.
Item 5. Other Events
Inapplicable.
Item 6. Resignations of Registrant's Directors
See Item 1 for discussion.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The appropriate financial statements will be filed with the
Securities and Exchange Commission no
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later than seventy-five days after the consummation of the
acquisition.
(b) Pro Forma Financial Information.
The appropriate pro forma financial information relating to the
acquisition will be filed with the Securities and Exchange
Commission no later than seventy-five days after the consummation of
the acquisition.
(c) Exhibits
Plan of Reorganization.
Item 8. Change in Fiscal Year
Inapplicable
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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.
NATIONAL AIR CORPORATION, INC.
By: /s/ Marc I. Berens
______________________
Marc I. Berens
Chief Executive Officer
DATE: June 30, 1999
EXHIBITS
Exhibit
No. Page
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2.1 Plan of Reorganization........................... A-1