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 Report (Date of earliest event reported) June 21, 1996
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NEVADA ENERGY COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14873 84-0897771
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
401 East Fourth Street, Reno, NV 89512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 786-7979
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(Former name or former address, if changed since last report.)
NEVADA ENERGY COMPANY, INC.
INDEX
ITEM NUMBER AND CAPTION PAGE NUMBER
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Item 2. Acquisition of Assets. . . . . . . . . . . . . . . .1
Item 7. Financial Statements
and Exhibits.. . . . . . . . . . . . . . . . . . . .1
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ITEM 2. ACQUISITION OF ASSETS.
(a) The Company's wholly owned subsidiary, Central Communications
Corporation ("CCC" - a Nevada corporation), completed the acquisition of all of
the outstanding shares of Telecommunications Technologies, Inc. ("TTI" - an
Oregon corporation) on June 21, 1996. Also acquired by CCC were the rights to
provide telecommunications services as set forth in an agreement between
InterNet Communications Services, Inc. ("ICS" - a Delaware corporation) and La
Opinion Tarleta Telefonica Telecard, Inc. ("La Opinion" - a California
corporation) dated July 19, 1995. The properties were acquired from Telecom
(AE), a division of Wina Associates (an Isle of Mann corporation) in
consideration of $500,000 in cash and 2,000,000 of the Company's Class A common
shares valued at $1,500,000 to be issued.
(b) TTI is engaged in the development, financing and operation of retail
telecommunications centers in shopping centers and modular offices located in
the Western United States. Each telecommunications center allows customers to
make long-distance telephone calls, purchase telephone debit cards, send and
receive telecopier transmissions and make funds transfers. The centers are
popularly known as "La Caseta Telephonicas" and are oriented towards serving
Spanish speaking clientele. The agreement between ICS and La Opinion permits La
Opinion to sell telephone debit cards, on a non-exclusive basis, to be utilized
through ICS's proprietary debit card switching services. La Opinion is a
subsidiary of La Opinion Newspaper, a Spanish language newspaper with
circulation of approximately 14,000 in the greater Los Angeles area. The debit
cards are sold through locations which also distribute the La Opinion
newspapers. The registrant intends to continue these activities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) It is impracticable to provide the required financial statements for
the acquired business at this time. The required financial statements
will be filed by September 3, 1996.
(b) No pro forma financial information is being filed with this Form 8-K.
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(c) Exhibit (10-1) Stock Acquisition Agreement dated June 21, 1996, with
Addendum is attached hereto.
(d) Exhibit (10-2) Validation Processing Purchase Agreement Internet
Provided Long Distance dated July 19, 1995 is attached hereto.
(e) Exhibit (10-3) Assignment of Long Distance Services agreement dated
March 29, 1996 is attached hereto.
(f) Irrevocable letter of direction dated May 31, 1996 is attached hereto.
(g) Assignment Agreement between the Company and CCC dated May 31, 1996 is
attached hereto.
(h) Assignment Agreement between TAE and CCC dated May 31, 1996 is
attached hereto.
(i) Assignment Agreement between TAE and CTC dated May 31, 1996 is
attached hereto.
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 thereunto duly authorized.
NEVADA ENERGY COMPANY, INC.
/s/ Jeffrey E. Antisdel
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Jeffrey E. Antisdel, President
Date July 3, 1996
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