UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 22, 2000
Commission File Number: 0-27161
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PAYFORVIEW.COM CORP.
(Exact name of registrant as specified in its charter)
Nevada, U.S.A. 91-1976310
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
575 Madison Avenue, 10th Floor, New York, New York 10022
(Address of principal executive offices)
(212) 605-0150
(Issuer's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Item 1. Changes in Control of Registrant.
On February 25, 2000, the Company filed an 8-K describing a
change in control resulting from a Stock Exchange Agreement
entered into as of February 22, 2000, between MRC Legal Services
Corporation, a California corporation, which entity is the
controlling shareholder of MAS Acquisition XVI Corp. ("MAS XVI"),
an Indiana corporation, and PayForView.com Corp. ("PayForView" or
the "Company"), a Nevada corporation. Pursuant to the Agreement,
approximately 96.8% (8,250,000 shares) of the outstanding common
stock of MAS XVI was exchanged for 335,000 shares of common stock
of PayForView, a transaction in which PayForView became the
parent corporation of MAS XVI.
In Item 1 of the initial 8-K, the table setting forth the
beneficial ownership of the Company, as of the date of the
filing, inadvertently transposed the ownership interests of
Southampton Genetic Sciences, Inc. and Argel Holdings, Ltd. The
corrected holdings are as follows:
(a) Security ownership of certain beneficial owners. The table
below identifies any individual (including any "group") who is
known to the Company, as of the date of this filing, to be the
beneficial owner of more than five percent of any class of the
small business issuer's voting securities:
Title of Name and address Amount and nature Percentage
class of beneficial of beneficial of class
Owner ownership(1)
Common Argel Holdings, Ltd.(2) 3,219,650 6.7%
55 Frederick Street (affiliate)
Nassau, Bahamas
Common Southampton Genetic 3,120,250 6.5%
Sciences, Inc.(3) (affiliate)
55 Frederick Street
Nassau, Bahamas
(1) Unless otherwise indicated, the Company believes that
all persons named in the above table have sole voting
and investment power with respect to all shares of
common stock beneficially owned by them.
(2) Nic Meredith, an officer and a director of the Company,
is under a management contract with Argel Holdings,
Ltd. to provide consulting services regarding
investment opportunities, and as such, may have
significant influence as to the voting of this
shareholder in matters regarding the Company.
(3) Warren Wayne, an officer and a director of the Company,
is under a management contract with Southampton Genetic
Sciences, Inc. to provide consulting services regarding
investment opportunities, and as such, may have
significant influence as to the voting of this
shareholder in matters regarding the Company.
Item 8. Change in Fiscal Year.
Item 8 of the initial 8-K erroneously indicated that
PayForView's December 31 fiscal year would continue for the
successor issuer. Item 8 should have indicated that, after
discussing the matter with its advisors, the Company has adopted
June 30 as its fiscal year.
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.
Dated: April 14, 2000
PAYFORVIEW.COM CORP.
/s/ Marc A. Pitcher
Marc A. Pitcher,
President and Director