1
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) August 2, 1999
EBONY & GOLD VENTURES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 000-26903 88-0409153
- ----------------------------- ------------ ---------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2980 S. Rainbow Boulevard, Suite 108
Las Vegas, Nevada 89146
- ----------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 248-1047
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
2
Item 5. Other Events.
-------------
(a) Since the report on this form pursuant to Item 5 is optional for
the registrant, there is no mandatory time for filing a Form 8-K which is used
for current reports under Section 13 or 15(d) of the Securities Exchange Act of
1934, filed pursuant to Rule 13a-11 or Rule 15d-11. The registrant has been
informed that, when considering current reporting in this Form 8-K, that it
should have due regard for the accuracy, completeness and currency of the
information in registration statements filed under either the Securities Act of
1933 or the Securities Exchange Act of 1934.
(b) On August 9, 1989, the registrant was notified by the Securities
and Exchange Commission that the Registration Statement on Form 10-SB will go
effective automatically on 60 days after filing. The Securities and Exchange
Commission further indicated that they would not entertain an acceleration
request or provide further comments.
(c) Item 4 of Part II of the Form 10SB12G filed on August 2, 1999
contains an error which is being corrected by this current report. All of the
shares of common stock of the registrant were sold on October 15, 1996. The
registrant received full consideration for said shares of common stock on
October 15, 1996. The Treasurer of the registrant, subsequently acknowledged
receipt of the cash paid for said shares of common stock on October 31, 1996.
The stock certificates evidencing said shares of common stock that were sold on
October 15, 1996 were executed and delivered by the President and Secretary on
or about October 31, 1996. For financial statement disclosure purposes, the
shares were sold and issued on or about October 15, 1996. Correct and consistent
information pertaining to said shares of common stock is contained in footnote 4
of the Notes to Financial Statements. The stock ledger of the registrant
reflects the date affixed to the physical stock certificate.
(d) In addition, Item 4 of Part II now reads in full as follows:
(a) Securities sold.
The Company has sold and issued its securities during
the three year period preceding the date of this registration
statement. All of the shares of Common Stock of the Company were sold
and issued on October 15, 1996 and have been issued for investment
purposes in a "private transaction" and are "restricted" shares as
defined in Rule 144 under the Securities Act of 1933, as amended. These
shares may not be offered for public sale except under Rule 144, or
otherwise, pursuant to said Act.
2.
3
In summary, Rule 144 applies to affiliates (that is, control
persons) and nonaffiliates when they resell restricted securities
(those purchased from the issuer or an affiliate of the issuer in
nonpublic transactions).
Nonaffiliates reselling restricted securities, as well as
affiliates selling restricted or nonrestricted securities, are not
considered to be engaged in a distribution and, therefore, are not
deemed to be underwriters as defined in Section 2(11) of the Securities
Act of 1933, as amended, if six conditions are met:
(1) Current public information must be available
about the issuer unless sales are limited to those made by
non-affiliates after two years.
(2) When restricted securities are sold, generally
there must be a one-year holding period.
(3) When either restricted or nonrestricted
securities are sold by an affiliate after one year, there are
limitations on the amount of securities that may be sold; when
restricted securities are sold by non-affiliates between the
first and second years, there are identical limitations; after
two years, there are no volume limitations for resales by
non-affiliates.
(4) Except for sales of restricted securities made by
non-affiliates after two years, all sales must be made in
brokers' transactions as defined in Section 4(4) of the
Securities Act of 1933, as amended, or a transaction directly
with a "market maker" as that term is defined in Section
3(a)(38) of the 1934 Act.
(5) Except for sales of restricted securities made by
non-affiliates after two years, a notice of proposed sale must
be filed for all sales in excess of 500 shares or with an
aggregate sales price in excess of $10,000.
(6) There must be a bona fide intention to sell
within a reasonable time after the filing of the notice
referred to in (5) above.
(b) Underwriters and other purchasers.
There were no underwriters in connection with the
sale and issuance of any securities.
3.
4
All of the shareholders have had a pre-existing
personal or business relationship with the Company or its officers and
directors. By reason of their business experience, each have been
involved financially and by virtue of a time commitment in business
projects with the officers of the Company. Further, each of the
shareholders have established a pre-existing personal relationship with
the officers and directors of the Company. The following are the names
of the 25 issuees and the number of shares, as adjusted for the forward
split, purchased by each of them.
Name Number of Shares
---- ----------------
Denise E. Cordova 500,000
Tricia A. Willis 600,000
Mark Horey 350,000
Cheryl E. Solomon 40,000
Rebeca M. Popma 20,000
Peggy Mililli 20,000
Dennis Melilli 20,000
Debra E. White 30,000
Keith Boivin 30,000
Patricia L. Martin 30,000
Charles L. Jones 40,000
Grace M. Jones 40,000
Laree E. Jones 30,000
Lisa Ann Jones 20,000
Mitch C. Mullins 30,000
Kimberly Lynn Jack 40,000
Scott A. Jack 30,000
Dorothy A. Guerra 30,000
Gilbert Guerra 20,000
Vivian M. Krueger 30,000
Paige D. Price 30,000
Monica S. Criswell 30,000
George Mapstead 30,000
Lorie Mapstead 30,000
Beth Ann Paige-Cox 30,000
---------
2,100,000
Dennis Melilli and Peggy Melilli, Charles L. Jones and Grace
M. Jones, Scott A. Jack and Kimberly Lynn Jack, Gilbert Guerra and
Dorothy A. Guerra, and George Mapstead and Lorie Mapstead are,
respectively, husbands and wives. Laree E. Jones is the daughter of
Grace M. Jones and Charles L. Jones.
Each of the shares of stock were sold for cash. Prior to the
forward stock split, each shareholder paid $.10 per share for the
shares, the Company sold and issued 2,100 shares, and the aggregate
consideration received by the Company was $2,100.00.
4.
5
(c) Exemption from Registration Relied Upon.
The sale and issuance of the shares of stock was
exempt from registration under the Securities Act of 1933, as amended,
by virtue of section 4(2) as a transaction not involving a public
offering. Each of the shareholders had acquired the shares for
investment and not with a view to distribution to the public. From the
date of the issuance to the date of this report, there were no
transfers of the stock sold and issued.
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.
Dated: September 2, 1999 EBONY & GOLD VENTURES, INC.
By: /s/ DENISE E. CORDOVA
-----------------------
Denise E. Cordova
President
5.