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) April 1, 1999
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JACKAL INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 33-55254-28 87-0438641
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1400 East Oakland Park Boulevard, Suite 100, Fort
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Lauderdale, Florida 33334 (Address of principal
executive offices, including zip code)
Registrant's telephone number, including area code (888) 442-4474
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3098 South Highland Drive, Suite 460, Salt Lake City, Utah
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84106 (Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
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On April 1, 1999, pursuant to a Stock Purchase Agreement, Fact South,
LLC, a Florida limited liability corporation ("FACT"), acquired 10,000,000
shares of the Registrant's authorized and unissued Class A Common Stock. FACT
acquired the Registrant's 10,000,000 shares of Class A Common Stock in exchange
for all of the issued and outstanding shares of capital stock of Affordable
Dealer Services, Inc. ("ADSI"), a Florida corporation, Southeast Dealer
Acceptance, Inc. ("SDAI"), a Florida corporation, and Carnet, Inc. ("CNI"), a
Florida corporation. The change in control of the Registrant occurred as a
result of (i) the issuance to FACT of shares representing approximately 91% of
the Registrant's issued and outstanding Class A Common Stock at the completion
of the transaction, (ii) the resignation in connection with the exchange, of the
Registrant's incumbent directors and officers, and (iii) the election by FACT,
as the Registrant's newly controlling stockholder, of its own nominees as the
Registrant's directors to fill vacancies created by the aforesaid resignations,
and the election in turn by the new Board of Directors of the officers of the
Registrant. Except as described above, FACT does not own, directly or
indirectly, any other Class A Common Stock of the Registrant. The purpose of the
acquisition of the Registrant's Common Stock by FACT is the merger of ADSI, SDAI
and CNI into the Registrant. As a result of the stock purchase, the Registrant
now has a total of 11,000,000 shares of Class A Common Stock issued and
outstanding.
The following table sets forth, as of the date hereof, certain
information with respect to the beneficial ownership of the Registrant's Class A
Common Stock by (i) each person known by the Registrant to own beneficially 5%
or more of the outstanding Class A Common Stock, (ii) each director of the
Registrant, (iii) the executive officers of the Registrant, and (iv) all
directors and officers as a group.
Number of Shares of
Name and Address Class A Common
of Beneficial Owners(1) Stock Beneficially Owned Percentage Ownership
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Spiro Lazarou(2) 10,000,000 90.9%
Robert Geiger(3) 315,000 2.8%
Peter Loumanis(4) -0- ___
Fact South LLC(5) 10,000,000 90.9%
2
All Executive Officers and
Directors as a Group
(3 persons)(6) 10,315,000 92.1%
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(1) Unless otherwise indicated the address of each person is care of the
Registrant at Two Prestige Place, 2650 McCormick Drive, Suite 185,
Clearwater, Florida
33759.
(2) Mr. Lazarou is a director and President of the Registrant. Includes
10,000,000 shares of Class A Common Stock held by Fact South LLC. First
American Capital Trust, for which Mr. Lazarou is the Trustee, is the
beneficial holder of a majority interest in Fact South LLC.
(3) Mr. Geiger is a director of the Registrant. Includes 195,000 shares of
Class A Common Stock underlying immediately exercisable options.
(4) Mr. Loumanis is a director of the Registrant.
(5) First American Capital Trust, for which Mr. Lazarou is the Trustee, is
the beneficial owner of a majority interest in Fact South LLC.
(6) See Notes 1-4.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits.
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(a) Financial Statements and Pro Forma Financial Information
As of the date of filing the Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements and pro
forma financial information required by this Item 7. In accordance with the Item
7(a)(4) of Form 8-K, such audited financial statements shall be filed by
amendment to this Form 8-K no later than 60 days after April 16, 1999.
(b) Exhibits.
10.1 Stock Purchase Agreement dated April 1, 1999 by and
between Jackal Industries, Inc. and Fact South, LLC.
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SIGNATURE
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 herein duly authorized.
FIRST CAPITAL RESOURCES.COM, INC.
By: /s/ Spiro Lazarou
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Spiro Lazarou, President
Dated April 16, 1999
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