UNITED STATES
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): August 17, 2001
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Conus Holdings, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-30486 33-0850619
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(Commission File Number) (IRS Employer Identification No.)
610 Newport Center Drive, Suite 800, Newport Beach, CA 92660
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(Address of principal executive offices) (Zip Code)
(949) 719-1977
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Registrant's telephone number, including area code:
Not applicable
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(Former name, address and telephone number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On August 17, 2001, BKR Investments, Inc., a Florida corporation wholly
owned by Brendon K. Rennert ("BKR") acquired 600,000 restricted common shares of
Conus Holdings, Inc. from M. Richard Cutler in a private purchase transactions.
BKR became the "control person" of the Registrant as that term is defined in the
Securities Act of 1933, as amended. Simultaneously with this transaction, the
Board of Directors of Conus Holdings, Inc. nominated Richard J. Diamond to the
Board of Directors and all former officers and directors resigned. Richard J.
Diamond was then named President, Secretary and Treasurer of Conus Holdings,
Inc.
Prior to the sale, the Company had 1,000,000 shares of common stock
outstanding.
A copy of the Stock Purchase Agreement reflected the sale of the 600,000
shares is attached hereto as an exhibit. The foregoing description is modified
by such reference.
(b) The following table sets forth certain information regarding beneficial
ownership of the common stock of the Company as of August 17, 2001, giving
effect to the transfer of shares from MRC to BKR:
o each person or entity known to own beneficially more than 5% of the common
stock;
o each of the Companys directors;
o each the Companys named executive officers; and
o all executive officers and directors of the Company as a group.
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner (1) Beneficial Ownership Class (2)
- ---------------------------------- ----------------------- -------------------- -----------
Common Stock Richard J. Diamond, President 180,000 18.0%
Secretary, Treasurer and
Sole Director
4590 44th Street South
St. Petersburg, FL 33711
Common Stock BKR Investments, Inc. (3) 600,000 60.0%
21 9th Street South, Suite 201
St. Petersburg, FL 33705
Common Stock D. Jerry Diamond (4) 97,000 9.7%
1517 E. 17th Street, Suite F
Tampa, FL 33605
Common Stock Terry M. Haynes 97,000 9.7%
3414 W. Lykes
Tampa, FL 33609
Common Stock All Officers and Directors as a
Group (1 person) 180,000 18.0%
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(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and investment
power.
(2) Based upon 1,000,000 shares issued and outstanding.
(3) BKR Investments, Inc., a Florida corporation wholly owned by Brendon K.
Rennert. Mr. Rennert is also the sole officer and director of BKR
Investments, Inc.
(4) D. Jerry Diamond is the father of Richard J. Diamond, the Registrant's
sole officer and director.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
1.1. Stock Purchase Agreement between M. Richard Cutler and BKR Investments,
Inc., dated as of August 6, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
CONUS HOLDINGS, INC.
/s/ M. Richard Cutler
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President
Date: August 17, 2001