SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
March 25, 1999
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Date of Report
(Date of Earliest Event Reported)
EMPIRE COMMUNICATIONS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 333-16031 86-0793960
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
545 West 150 South
Springville, UT 84663
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(Address of Principal Executive Offices)
(801) 489-0468
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Registrant's Telephone Number
11011 King Street, Suite 260
Overland Park, KS 66211
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(Former Name or Former Address If Changed Since Last Report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
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(a) On March 25, 1999, the Board of Directors of the Registrant adopted,
ratified and approved a resolution to issue 20,000,000 "unregistered" and
"restricted" shares of its $0.001 par value common voting stock to Susan M.
Grant in consideration of the sum of $20,000 paid by personal check of Susan
M. Grant. This action was approved by the majority stockholders of the
Registrant on March 25, 1999.
The former majority stockholders of the Registrant and their percentage
of ownership of the outstanding voting securities of the Registrant prior to
the adoption of the resolution was:
<TABLE>
Amount and Nature Percent
Of Beneficial Of
Name Ownership Class
- ------------------ ------------------ -----------
<S> <C> <C>
Norman L. Petersen 193,000 6.03%
Sole Director and Officer
4001 W. 104th Terrace
Overland Park, KS 66207
Cornelius A. Hofman II 729,000 22.78%
227 South Ninth Ave.
Pocatello, ID 83201
Stacey A. Hofman 735,000 22.96%
227 South Ninth Ave.
Pocatello, ID 83201
David N. Nemelka* 1,115,000 34.85%
2662 Stonebury Loop Rd.
Springville, UT 84663
Brenda M. Hall** 292,500 9.14%
1065 W. 1150 So.
Provo, UT 84601
</TABLE>
* Owned or controlled by David N. Nemelka or entities controlled by David N.
Nemelka.
** Owned or controlled by Brenda M. Hall or entities controlled by Brenda M.
Hall.
Ms. Grant used funds that were loaned to her personally by a company
owned by Brenda M. Hall, a close personal friend, to purchase these
securities; and the basis of the "control" by Ms. Grant is stock ownership.
See the table below under Paragraph (b) of this Item.
<PAGE>
(b) The following table contains information regarding share holdings of
the Registrant's directors and executive officers and those persons or entities
who beneficially own more than 5% of the Registrant's common stock, after
taking into account the adoption of the resolution to issue 20,000,000
"unregistered" and "restricted" shares to Ms. Grant as of March 25, 1999.
<TABLE>
Amount and Nature Percent
Of Beneficial Of
Name Title Ownership Class
- --------------- ------------ ------------------- -----------
<S> <C> <C> <C>
Susan M. Grant Sole Officer and 20,000,000 86.21%
545 West 150 South Director and
Springville, UT 84663 Stockholder
All officers and directors
as a group (1) 20,000,000 86.21%
ITEM 2. Acquisition or Disposition of Assets.
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Except as indicated under Item 1, none; not applicable.
ITEM 3. Bankruptcy or Receivership.
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None; not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
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None; not applicable.
ITEM 5. Other Events.
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None; not applicable.
ITEM 6. Resignation of Directors and Executive Officers.
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Effective March 25, 1999, Norman L. Peterson resigned as the sole officer
and director of the Registrant after designating Susan M. Grant as the sole
officer and director of the Registrant.
ITEM 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
<PAGE>
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit *Number
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None.
* Summaries of any exhibit are modified in their entirety by this reference
to each exhibit.
ITEM 8. Change in Fiscal Year.
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None; not applicable.
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
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None; not applicable.
SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
EMPIRE COMMUNICATIONS CORPORATION
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Date:4/7/99 By /s/ Susan M. Grant
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Susan M. Grant
Sole Officer and Director
</TABLE>
