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: May 10, 2000
HI-PLAINS ENERGY CORP.
------------------------------
(Exact name of registrant as specified in its charter)
Wyoming 0-27311 84-1413868
- -------------- --------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
214 S. Center, Casper, Wyoming 82601
- ----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 307-472-3000
Item 1. Changes in Control of Registrant
On May 10, 2000, Winchester Mining Corp. entered into a Share Purchase
Agreement with control shareholders of Hi-Plains Energy Corp. in which
Winchester Mining Corp. is to acquire for all 460,000 shares outstanding of the
Registrant from the control shareholders for purpose of accomplishing a Merger
of Hi-Plains Energy Corp. and Winchester Mining Corp. After the initial control
share acquisition, Winchester Mining Corp. will acquire the remaining 360,000
shares of Registrant at $.02 per share.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
None.
Item 5. Other Events
None.
Item 6. Resignation & Appointment of Directors
Three directors from Genus International Corporation will form
the Board after the merger of the companies. The business experience of the
Directors will be disclosed in a subsequent 8-K filing.
Item 7. Financial Statements Pro Forma Financial & Exhibits
Exhibits:
10.1 Share Purchase Agreement
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.
Date: May 10, 2000 Phillips 44, Inc.
By: /s/ Z.S. Merrit
---------------------------
Z.S. Merrit, President