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):
September 30, 1998
YELLOW GOLD OF CRIPPLE CREEK, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-9015 84-0768695
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) I.D. Number)
12407 South Memorial Drive
Bixby, Oklahoma 74008
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(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 850-0349
57 West 200 South, Suite 310
Salt Lake City, Utah 84101
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(Former name and former address, if changed since last report)
ITEM 2. CHANGES IN CONTROL OF THE REGISTRANT.
On September 30, 1998, the Registrant acquired all of the outstanding
Common Stock and common stock purchase warrants of Ion Collider Technologies,
Ltd. ("ICT"), a Colorado corporation from the stockholders of ICT pursuant to a
share exchange agreement ("Agreement") in exchange for the issuance by the
Registrant of 34,500,000 shares of its Common Stock and 12,000,000 common stock
purchase warrants ("Warrants"). Each Warrant is exercisable to purchase one
share of the Registrant's Common Stock at $.291666 per share at anytime until
June 1, 2008.
ICT is a development stage company formed to commercialize new technologies
for environmental remediation and enhancement of natural resource recovery.
Prior to consummation of the Agreement, the Registrant had 2,705,500 shares
of Common Stock outstanding. Upon closing of the Agreement, after the issuance
of 34,500,000 shares of its Common Stock, there were 37,205,500 shares
outstanding of which the following persons now own 5% or more of the
Registrant's Common Stock:
Name Number of Shares Percentage
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Universal Environmental
Technologies, Inc. (1) 24,000,000 64.5%
David Nemelka, Jr. 6,300,000 16.9%
Gary J. McAdam (2) 3,900,000 10.5%
(1) David Shroff, the President of the Registrant, is the President of
Universal Environmental Technologies, Inc.
(2) Represents indirect ownership through Summer Breeze LLC and GJM Trading
Partners, Ltd., two entities controlled by Mr. McAdam.
On September 30, 1998, the following individuals were elected to the
offices set forth opposite their name:
Name Office
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David Shroff President
William Rippetoe Secretary and Treasurer
Gary J. McAdam Vice President
On September 30, 1998, Mr. Shroff was elected a director of the Registrant
and on October 7, 1998, William Rippetoe and Gary J. McAdam were elected
directors of the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1, above
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) (1) The Registrant will provide the financial statements
required in connection with the transaction set forth in Item
2 hereof within 60 days from the date hereof.
(b) Exhibits:
10.01 Agreement Concerning the Exchange of Securities
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.
YELLOW GOLD OF CRIPPLE CREEK, INC.
(Registrant)
By /s/ David Shroff
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David Shroff
President
Dated: October 12, 1998