SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 23, 2004
------------------------------------------------
Date of Report (date of earliest event reported)
Bongiovi Entertainment, Inc.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Nevada 033-22264-FW 33-0840184
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
39 Hansen Farm Road, North Haven, Connecticut 06473
----------------------------------------------------------
Address of Principal Executive Offices, Including Zip Code
(203) 239-9734
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
649 SW Whitmore Drive, Port Saint Lucie, Florida 34984
-------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On June 23, 2004 the holder of the promissory note in the principal
amount of $600,000 (the "Note"), Sarmatan Developments, Ltd, elected to convert
all principal and accrued interest and penalties into common shares of Bongiovi
Entertainment, Inc. (the "Company"). The total conversion amount, including
accrued interest and penalties, was $1,709,157.35. The Company defaulted on the
payment of the Note at the maturity date on April 30, 2003. The conversion price
was 70% of the average closing bid price for the ten (10) lowest of the thirty
(30) trading days immediately preceding the conversion date. The average closing
price was $.025 of which 70% was $.0175. The conversion of the Note would have
resulted in the issuance of more than 96 million shares required to be issued
which would then exceed the 100 million authorized by the Company's Articles of
Incorporation, so Sarmatan Developments, Ltd. agreed to accept 96 million shares
and forego the remaining amount due. Sarmatan Developments, Ltd. holds in excess
of 96% of the Company's common stock. There were 4 million shares outstanding
just prior to the conversion of the Note, and 100 million shares of common stock
outstanding after the conversion of the Note.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 10.1 Promissory Note.
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.
BONGIOVI ENTERTAINMENT, INC.
Dated: July 8, 2004 By: /s/ Larry Shatsoff
----------------------------------
Larry Shatsoff, President