In April 1997, the Company issued 500,000 shares of Common Stock,
for the total consideration of $500, to 39 parties, including 420,000 shares
of Common Stock to Danilo Cacciamatta (208,000 shares), a fellow employee of
Mr. Cacciamatta at Cacciamatta Accountancy Corp (2,000 shares) and Templemore
Partners (210,000 shares) and 80,000 shares of Common Stock to 36 residents
of Europe, each of whom are the direct relatives or long standing friends of
Desmond, Patrick and Gabrielle Allen, the general partners of Templemore
Partners, or Danilo Cacciamatta. There was no underwriter involved in this
issuance. The issuances were conducted pursuant to Section 4(2) under the
1933 Act. The Company has conducted no other issuances of securities.
...
CHANGE OF CONTROL
On January 12, 2000, Oxford Capital Corporation acquired 418,000 restricted
shares of the Company's common stock, comprising approximately 83% of the
Company's issued and outstanding shares through a private transaction with the
Company's shareholders. In anticipation of the transfer of the Company's issued
and outstanding shares, on January 12, 2000, the sole director of the Company
tendered his resignation as director of the Company and appointed a new
director and officers. |
