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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
APRIL 26, 2000
Date of Report
(Date of earliest event reported)
GOLDONLINE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
111 RHODES ROAD
CONROE, TX 77301
(Address of principal executive offices)
(409) 756-6888
Registrant's telephone number
BENTON VENTURES, INC.
7633 EAST 63RD PLACE, # 220
TULSA, OK 74133
Former name and former address
DELAWARE 0-29671 13-3986493
(State or other jurisdiction) (Commission File (IRS Employer
of incorporation) File Number) Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On April 20, 2000, Goldonline International, Inc., a Delaware
corporation ("GDOL"), acquired 100% of the issued and outstanding stock of
Benton Ventures, Inc., a Delaware corporation ("Registrant") pursuant to an
Agreement and Plan of Reorganization which has previously been reported on Form
8-K and filed on April 24, 2000.
As a result of GDOL's 100% ownership of the Registrant, the Board of
Directors of GDOL, on April 25, 2000, by unanimous written consent, elected to
merge the Registrant into GDOL
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pursuant to Section 253 of Delaware's General Corporate Law ("Merger"). Pursuant
to the Merger, GDOL will be the surviving company.
Upon the effectiveness of the Merger, GDOL has an aggregate of
89,902,408 shares of common stock issued and outstanding, $.0001 par value.
The officers of GDOL will continue as officers of the successor issuer.
See "Management" below. The officers, directors, and bylaws of GDOL will
continue without change as the officers, directors, and bylaws of the successor
issuer.
A copy of the Certificate of Ownership and Merger is filed as an
exhibit to this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of GDOL's current directors and executive officers and those
persons or entities who beneficially own more than 5% of its common stock as of
April 26, 2000:
Amount of Common % of Common Stock
Name Stock Beneficially Owned Beneficially Owned
James G. Gordon 67,500,000 75.08%
President, Director
111 Rhodes Rd.
Conroe, TX 77301
Phillip Walker 65,000 <1%
Secretary
111 Rhodes Rd.
Conroe, TX 77301
International Internet, Inc. 10,200,000 11.35%
6413 Congress Blvd., #240
Boca Raton, FL 33487
All directors and 75.15%
executive officers as
a group (2 persons)
The persons and entities named in the above table have sole voting and
investment power with respect to all shares shown as beneficially owned by them,
unless otherwise noted.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) As a result of GDOL merging with Registrant, its wholly-owned
subsidiary pursuant to Section 253 of the Delaware General Corporate Law,
Registrant's outstanding shares shall be cancelled, and GDOL shall assume
Registrant's reporting obligations under successor issuer status as more fully
detailed in Section 12g-3(a).
(b) GDOL intends to continue developing and marketing a variety of
luxury and premium jewelry products, including, but not limited to, gold, silver
and diamond jewelry on both a retail and wholesale basis, through the internet.
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BUSINESS
THE COMPANY
GoldOnline International, Inc., a Delaware corporation ("GDOL") through its
wholly-owned subsidiaries, Con-Tex Silver Imports, Inc. and Gold Online.com,
Inc., is an Internet-based retailer and wholesaler focused exclusively on a
variety of luxury and premium products including gold and silver jewelry,
neckchains, bracelets, fancy necklaces, earrings, diamond jewelry, pre-owned
high-end watches and mass-market watches. GDOL currently carries over 10,000
styles of jewelry which may be purchased at http://www.goldonline.com. GDOL's
online store is designed to provide consumers with a convenient and enjoyable
shopping experience in an Internet-based retail environment through
easy-to-navigate Web pages. GDOL offers customers the convenience and
flexibility of shopping 24 hours a day, seven days a week, from their homes,
offices or other locations. By selling online, GDOL is able to offer an
extensive selection of products throughout the U.S. and worldwide where the
products might not otherwise be available. GDOL's current luxury and premium
products offerings are well suited for online commerce, having high average
prices and relatively low average distribution or shipping costs. GDOL offers
its customers products at discounted prices providing compelling value to the
customer.
GDOL assists its customers in making informed purchasing decisions by providing
significant content and detailed product information. Additionally, GDOL has
considerable product inventory, which enables it to ship most products to its
customers within 24 hours. GDOL's customer service representatives are available
by phone and e-mail and are trained to answer questions regarding product styles
and features. This informative shopping experience is being created to provide
potential customers with a shopping experience consistent with a luxury shopping
experience.
MANAGEMENT
NAME AGE TITLE
James G. Gordon 33 President, Director
Philip Walker 45 Vice-President, Secretary
JAMES G. GORDON is the President and Director of GDOL since 1999. Prior
to starting the Company, Mr. Gordon was founder and President of Con-Tex Silver
Imports, Inc., a wholesale and retail jewelry operation from 1994 to the
present. Mr. Gordon received a Bachelor of Science Degree from the University of
Arkansas in 1990 and has been involved in the jewelry wholesale business since
1990. Mr. Gordon has also been a Certified Gemologist since 1990.
PHILIP S. WALKER serves as Vice-President and Secretary of GDOL. Mr.
Walker has served in various and progressively more responsible sales and
marketing positions for Gordon's Jewelry Corporation, a division of Zales
Corporation and for 18 years as Sales and Credit Manager for South Texas. In
1987, he supervised the Jewelry Department of Saks Department Store in New
Orleans, Louisiana territories. From 1993 to 1996, Mr. Walker was instrumental
in the formation and day to day operations of Walker Jewelry, Inc. From 1996 to
the present, Mr. Walker has acted as Vice President for Con-Tex Silver Imports,
Inc. and Goldonline International, Inc.
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EXECUTIVE COMPENSATION
James G. Gordon currently receives an annual salary of $75,000. He
receives no other form of compensation. Mr. Walker receives an annual salary of
$36,000. He receives no other form of compensation.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
Successor Issuer.
Pursuant to Rule 12g-3(a) of the General Rules Rules and Regulations of
the Securities and Exchange Commission, the Company is the successor issuer to
Benton Ventures, Inc. for reporting purposes under the Securities Exchange Act
of 1934.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Audited financial statements of GDOL are filed herewith along
with Proforma financial statements after the merger.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
The audited financial statements of the acquired business,
Goldonline International, Inc. and Subsidiaries, together with
the audit report of Stephen P. Higgins, CPA is attached hereto
as Exhibit 99.1.
(b) PRO FORMA FINANCIAL INFORMATION
On April 20, 2000, Goldonline International, Inc., a Delaware
corporation ("GDOL"), acquired 100% of the issued and
outstanding stock of Benton Ventures, Inc., a Delaware
corporation ("Registrant"), in exchange for 1,200,000 GDOL
common shares. As a result of GDOL's 100% ownership of the
Registrant, the Board of Directors of GDOL, on April 25, 2000,
elected to merge the Registrant into GDOL pursuant to Section
253 of Delaware's General Corporate Laws. As a result of the
merger, GDOL will be the surviving company.
The pro forma exhibits include a combining consolidated
balance sheet as of January 31, 2000 that reflects the effect
of the stock issued in the acquisition. The acquisition
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has been accounted for as an issuance of GDOL common stock in
exchange for the net monetary assets of Registrant,
accompanied by a recapitalization. In addition, two combining
pro forma consolidated statements of operations are included
which present income (loss) from operations for the year ended
March 31, 1999, the four months ended July 31, 1999 and the
six months ended January 31, 2000.
(c) EXHIBITS
1.1 Certificate of Ownership and Merger Merging Benton
Ventures, Inc. into GoldOnline International, Inc.
1.2 Original Unamended Certificate of Incorporation of
GoldOnline International, Inc.(f/k/a Transun
International Airways, Inc.)
99.1 Audited financial statements of Goldonline
International, Inc. as of July 31, 1999 and March 31,
1999 and 1998 and for the periods then ended
99.2 Unaudited financial statements of Goldonline
International, Inc. as of January 31, 2000 and 1999
and for the three and six months then ended
99.3.a Pro forma combined consolidated balance sheet as of
January 31, 2000
99.3.b Pro forma combined consolidated statement of
operations for the year ended March 31, 1999
99.3.c Pro forma combined consolidated statement of
operations for the four months ended July 31, 1999
99.3.d Pro forma combined consolidated statement of
operations for the six months ended January 31, 2000
99.4 Consent of Stephen P. Higgins, C.P.A.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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.
GOLDONLINE INTERNATIONAL, INC.
BY /s/ JAMES G. GORDON, PRESIDENT
DATE: APRIL 26, 2000