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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 31, 2000
COTTON VALLEY RESOURCES CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
0-28814
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(COMMISSION FILE NUMBER)
YUKON TERRITORY, CANADA 98-0164357
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3300 BANK ONE CENTER, 100 N. BROADWAY, OKLAHOMA CITY, OKLAHOMA 73102
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (405) 606-8500
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
Cotton Valley Resources Corporation (the "Registrant") held its Annual
Meeting of Stockholders on February 28, 2000, in Oklahoma City, Oklahoma. At the
meeting, the stockholders:
(a) Approved the election of Messrs. Jack E. Wheeler, James E. Hogue,
Wayne T. Egan, Randall B. Kahn and Ms. Ann Holland as directors of the
Registrant;
(b) Approved the appointment of Lane Gorman Trubitt, L.L.P. as the
independent auditor of the Registrant for its fiscal year ending June 30, 2000;
(c) Approved the exercise of special warrants to acquire 21,230,897
shares of Common Stock of the Registrant regarding its completion of the
acquisition of 50% of the issued and outstanding shares of East Wood Venture,
Inc.;
(d) Approved the amendment to its 1997 stock compensation plan to
increase the maximum number of shares of Common Stock reserved for issuance from
1,400,000 shares to 8,000,000 shares of the Registrant;
(e) Approved future private placements of the Common Stock of
Registrant for the purposes of acquisitions and of additional funding of the
Registrant upon the consent of 75% of the Directors of the Registrant; and
(f) Approved the change of the name of the Registrant from "Cotton
Valley Resources Corporation" to "Aspen Group Resources Corporation". On
March 2, 2000, the Registrant filed an amendment to its Articles of
Amalgamation in Yukon Territory, Canada, and changed its corporate name
effective as of such date.
ITEM 7. EXHIBITS.
(a) Amendment to Articles of Amalgamation.
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.
DATE: APRIL 10, 2000 COTTON VALLEY RESOURCES CORPORATION
By: /s/ Jack E. Wheeler
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Jack E. Wheeler, Chief Executive Officer
2
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BUSINESS CORPORATIONS ACT (YUKON)
(SECTION 30 OR 179)
FORM 5-01
ARTICLES OF AMENDMENT
1. Name of Corporation: COTTON VALLEY RESOURCES CORPORATION
2. Corporate Access Number: 26343
3. The articles of the above named corporation are amended pursuant to a
court order:
Yes No X
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4. The articles of the above named corporation are amended as follows:
by Special Resolution of the Shareholders the name of the Corporation is
changed to:
ASPEN GROUP RESOURCES CORPORATION
5. DATE SIGNATURE TITLE
February 28, 2000 /s/ WAYNE EGAN Director
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YUKON BUSINESS CORPORATIONS ACT
JUSTICE FORM 5
CERTIFICATE OF AMENDMENT
ASPEN GROUP RESOURCES CORPORATION
I hereby certify that the articles of the above-mentioned corporation were
amended:
- - under section 16 of the Business Corporations Act to change the name of
the corporation in accordance with the attached notice.
- - under section 30 of the Business Corporations Act as set out in the
attached Articles of Amendment designating a series of shares.
X under section 179 of the Business Corporations Act as set out in the
attached Articles of Amendment.
- - under section 194 of the Business Corporations Act as set out in the
attached Articles of Reorganization.
- - under section 195 of the Business Corporations Act as set out in the
attached Articles of Arrangement.
[SEAL]
/s/ M. Richard Roberts
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Corporate Access Number: 27818 M. Richard Roberts
Date of Amendment: 2000-03-02 Registrar of Corporations
