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):
May 4, 1998 (May 1, 1998)
WHY NOT?, INC.
(Exact name of registrant as specified in its charter)
Nevada 33-55254-11 87-0438458
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
94 Rue de Lausanne CH1202 Geneva, Switzerland N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
41-22-9000000
3098 South Highland Drive, Suite 460
Salt Lake City, Utah 84106
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Effective May 1, 1998 a change in control of the Registrant occurred.
Harrop and Co., a Guernsey corporation, exchanged 100% of the outstanding common
stock of Teknocapital Finance, Ltd., a BVI corporation, for 4,000,000 shares of
the Registrant's voting common stock.
Prior to the issuance of the 4,000,000 voting common shares, there were
1,000,000 shares issued and outstanding. Accordingly, the 4,000,000 voting
common shares acquired by Harrop and Co. represent approximately 80.0% of the
issued and outstanding voting shares of the Registrant's Common Stock.
The change of control occurred May 1, 1998, through a statutory merger
accomplished in accordance with Section 368(a)(1)(A) of the Internal Revenue
Code of 1986.
On May 1, 1998, Michael A.J. Harrop, David Coziac, and Eric Drizenko were
elected to the Board of Directors of the Company. Krista Nielson and Sasha
Belliston resigned, passing control of the Registrant to the new directors.
Item 2. Acquisition or Disposition of Assets.
On May 1, 1998 the Registrant acquired 100% of the outstanding shares of
Teknocapital Finance, Ltd. from Harrop and Co.. The consideration was 4,000,000
newly issued shares of the Registrants Common Stock.
Teknocapital Finance, Ltd. is a private venture capital fund managed by
Harrop and Co.. The Registrant intends to continue this business practice.
Item 5. Other Events.
Subsequent to May 1, 1998, Harrop and Co. agreed to sell 400,000 shares of
the Registrant's Common Stock, which it received in this transaction, to Capital
General Corporation. The consideration for the sale was $2500 based on the April
30, 1998 closing bid for the Company's shares on the OTCBB. Capital General
Corporation was an affiliate of the Registrant prior to the change of control
effected by this transaction.
Item 7. Financial Statements and Exhibits.
The financial statements and pro forma financial information required to be
submitted with this Form 8-K will be filed by amendment within 60 days of the
date that this form is filed.
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.
WHY NOT?, INC.
\s\ Michael A.J. Harrop
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Michael A.J. Harrop/President