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):MARCH 23, 2001
COMMISSION FILE NUMBER: 0-32061
DOTCOM VISIONS, INC. ___________
(Exact name of registrant as specified in its charter)
NEVADA 33-0803437
(State of jurisdiction of Incorporation) (I.R.S. Employer Identification
No.)
2550 EAST DESERT INN ROAD, SUITE 323, LAS VEGAS, NEVADA 89121
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (602) 952-1552
235 WORLD TRADE CENTER, SAN FRANCISCO, CALIFORNIA 94111__________
(Former name, former address and former fiscal year, if changed since last
report)
Total Number of Pages: 7
ITEM 1 ACQUISITION OF ASSETS:
WHEREAS, this corporation has acquired a sixty percent (60%) controlling
interest in National Environmental Consultants, Inc., a Nevada corporation
and holds 15,000 shares of the outstanding common shares of National
Environmental Consultants, Inc. National Environmental Consultants, Inc. had
a total of 25,000 common shares, par value $0.001 per share, issued and
outstanding on March 19, 2001. The shares were acquired on a share for share
exchange between the Company and National Environmental Consultants, Inc.
National Environmental Consultants, Inc. provides consulting services
concerning Stage II Environmental Compliance Testing that specializes in the
service station industry.
ITEM 2 FINANCIAL STATEMENTS OF BUSINESS ACQUIRED:
NATIONAL ENVIRONMENTAL CONSULTANTS, INC.
BALANCE SHEET
MARCH 21, 2001 (UNAUDITED)
===============================================================
ASSETS
CURRENT ASSETS:
Cash $ 300.00
Accounts Receivable 3,000.00
TOTAL CURRENT ASSETS $3,300.00
TOTAL ASSETS $3,300.00
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 600.00
TOTAL CURRENT LIABILITIES $600.00
TOTAL LIABILITIES $600.00
STOCKHOLDERS' EQUITY:
Common Stock, $0.001 par value, Authorized
25,000,000 shares; Issued and outstanding;
at March 21, 2001, 25,000 shares $ 25.00
Additional paid-in capital 275.00
Retained Earnings 2,400.00
TOTAL STOCKHOLDERS' EQUITY $2,700.00
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,300.00
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NATIONAL ENVIRONMENTAL CONSULTANTS, INC.
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED MARCH 21, 2001 (UNAUDITED)
===============================================================
INCOME:
Consulting Income $3,000.00
TOTAL REVENUE $3,000.00
OPERATING EXPENSES:
Organizational Costs $ 600.00
TOTAL OPERATING EXPENSES $600.00
NET INCOME $2,400.00
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EXHIBIT ITEM DESCRIPTION
EXHIBIT A -- Stock Exchange Agreement, dated
March 19, 2001 by and among the Registrant and National Environmental
Consultants, Inc., a Nevada corporation filed on March 19, 2001,
incorporated herein by reference.
EXHIBIT B -- Written consent of the Directors of
the Registrant authorizing the Stock Exchange filed on March 19, 2001,
incorporated herein by reference.
EXHIBIT C -- Written consent of the Directors of
National Environmental Consultants, Inc., authorizing the Stock Exchange filed
on March 19, 2001, incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
DOTCOM VISIONS, INC.
Registrant
March 23, 2001
/s/ John Hoffman
John Hoffman
Director and President
EXHIBIT A STOCK EXCHANGE AGREEMENT
DOTCOM VISIONS, INC.
2550 EAST DESERT INN ROAD
SUITE 323
LAS VEGAS, NEVADA 89121
STOCK EXCHANGE AGREEMENT
March 19, 2001
National Environmental Consultants, Inc.
Mr. John Hoffman
Chief Executive Officer
6475 West Cliff
Phoenix, Arizona 85014
RE: PROPOSED EXCHANGE OF SHARES OF NATIONAL ENVIRONMENTAL CONSULTANTS,
INC., A NEVADA CORPORATION FOR SHARES OF DOTCOM VISIONS, INC., A
NEVADA CORPORATION, ON A SHARE FOR SHARE BASIS.
Dear Mr. Hoffman:
This Stock Exchange Agreement will reflect the mutual intent of DotCom
Visions, Inc., a Nevada corporation and National Environmental Consultants,
Inc., a Nevada corporation, regarding the exchange of common shares of DotCom
Visions, Inc. in exchange for sixty percent (60%) of the issued and
outstanding common shares of National Environmental Consultants, Inc., on a
share for share basis.
As a result of the transactions ("Transactions") contemplated by this Stock
Exchange Agreement, DotCom Visions, Inc. will acquire sixty percent (60%) of
the issued and outstanding shares of National Environmental Consultants, Inc.
upon the terms and conditions provided herein and any additional terms which
will be set forth by mutual written consent of both corporations.
1. CLOSING DATE. The Closing Date shall be as soon as
practicable after the signing of this Stock Exchange Agreement.
2. ACQUISITION OF STOCK. On the date of closing of this
transaction, National Environmental Consultants, Inc. will transfer to
DotCom Visions, Inc. sixty percent ((60%) of its issued and outstanding shares
in exchange for Common Shares of DotCom Visions, Inc. This exchange is
intended to qualify as a tax- free reorganization under Section 368 of the
Internal Revenue Code of 1986, as amended and the National Environmental
Consultants, Inc. Common Shares will be received on a tax-free basis. The
DotCom Visions, Inc. Common Shares will be "restricted securities" as defined
in Rule 144 under the Securities Act of 1934.
3. STOCK CONDITIONS. On the date of closing there shall be no
outstanding subscriptions, options, rights, warrants, convertible securities
or other agreements or commissions obligating National Environmental
Consultants,Inc. to issue or transfer any additional shares of its capital
stock of any class.
4. FINANCIALS. Prior to closing, National Environmental
Consultants, Inc. will provide financial statements for the latest quarter or
year- end.
5. FINDERS FEES. Both National Environmental Consultants, Inc.
and DotCom Visions, Inc. agree that no finder fees are owed. Both parties
hereby indemnify and hold harmless the other party from any such obligation.
6. BOARD OF DIRECTORS. The Board of Directors and officers of
National Environmental Consultants, Inc. will resign upon the completion of
the acquisition of 60% of National Environmental Consultants, Inc. Upon the
resignation of the current officers and directors of National Environmental
Consultants, Inc. a new Board of Directors and officers shall be appointed.
7. ONE INSTRUMENT. This Stock Exchange Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
8. BINDING EFFECT. The parties intend to proceed with the
transactions contemplated herein. Each party shall promptly notify the other
of its progress on the matters specified herein.
Sincerely,
/s/ John Hoffman
John Hoffman
Director and President
APPROVED AND AGREED to this
19th day of March 2001
NATIONAL ENVIRONMENTAL CONSULTANTS, INC.
/s/ John Hoffman
By: John Hoffman
Director and President
EXHIBIT B CORPORATE RESOLUTION OF DOTCOM VISIONS, INC.
DOTCOM VISIONS, INC.
(A Nevada Corporation)
UNANIMOUS CONSENT OF DIRECTORS
The undersigned, constituting all of the members of the Board of Directors
of DotCom Visions, Inc., a Nevada corporation (the "Corporation"), do hereby
adopt, ratify and consent to the following resolutions:
RESOLVED, that it is in the best interests of the Corporation to and the
Board of Directors hereby adopts and approves the "Stock Exchange Agreement"
to acquire a sixty percent (60%) controlling interest in National
Environmental Consultants, Inc., a Nevada corporation, on a share for share
exchange.
RESOLVED, that the officers and directors of the Corporation are
authorized, empowered and directed to do any and all other things in its name
and behalf which they deem necessary or advisable to carry out the purposes
and intentions of these resolutions.
The undersigned, being all of the Directors of the Corporation, hereby give
their unanimous consent to the foregoing resolutions and direct that this
Consent be filed with the minutes of the meetings of the Board of Directors,
such Consent to have the same force and effect as a unanimous vote at a
meeting of the Board of Directors, if one had been held on March 19,
2001 and may be certified as such by the Secretary or any other officer of the
Corporation.
This Consent may be signed in several counterparts that together shall
constitute one document.
/s/ John Hoffman
John Hoffman
Director and President
/s/ Steve Clark
Steve Clark
Director and Vice President
EXHIBIT C CORPORATE RESOLUTION OF NATIONAL ENVIRONMENTAL
CONSULTANTS, INC.
NATIONAL ENVIRONMENTAL CONSULTANTS, INC.
(A Nevada Corporation)
UNANIMOUS CONSENT OF DIRECTORS
The undersigned, constituting all of the members of the Board of Directors
of National Environmental Consultants, Inc., a Nevada corporation (the
"Corporation"), do hereby adopt, ratify and consent to the following
resolutions:
RESOLVED, that it is in the best interests of the Corporation to and the
Board of Directors hereby adopts and approves the "Stock Exchange Agreement"
to exchange a sixty percent (60%) controlling interest in the Corporation to
DotCom Visions, Inc., a Nevada corporation, on a share for share exchange.
RESOLVED, that the officers and directors of the Corporation are
authorized, empowered and directed to do any and all other things in its name
and behalf which they deem necessary or advisable to carry out the purposes
and intentions of these resolutions.
The undersigned, being all of the Directors of the Corporation, hereby give
their unanimous consent to the foregoing resolutions and direct that this
Consent be filed with the minutes of the meetings of the Board of Directors,
such Consent to have the same force and effect as a unanimous vote at a
meeting of the Board of Directors, if one had been held on March 19, 2001
and may be certified as such by the Secretary or any other officer of the
Corporation.
This Consent may be signed in several counterparts that together shall
constitute one document.
/s/ John Hoffman
John Hoffman
Director and President