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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Date of Report (Date of earliest event reported): November 7, 1997
TOMORROW'S MORNING, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-29050 95-4379805
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
125 South Barrington Place, Los Angeles, California 90049
(Address of principal executive offices)
Registrant's telephone number: (310) 440-2778
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ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
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On November 7, 1997, pursuant to the exercise of previously issued
stock options, Tomorrow's Morning, Inc. (the "Company") issued an aggregate of
5,448 shares of no par value Common Stock to Vortex Capital Corp. ("Vortex") and
Tremont Capital Limited ("Tremont") in a private offering pursuant to Regulation
S under the Securities Act of 1933. The securities were sold for an aggregate
of $10,977.72 in cash, without payment of any discounts or commissions. The
Company issued the shares based on various representations by Vortex and
Tremont, including representations that they are not "U.S. persons," as defined
in Regulation S, and have satisfied the other requirements for a sale by the
Company under Regulation S.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933,
the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 10, 1997 TOMORROW'S MORNING, INC.
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By:/s/Steven Raft
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Steven Raft, Chief Finacial Officer
