PNW CAPITAL INC
8-K, 2000-06-02
BUSINESS SERVICES, NEC
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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: June 2, 2000



                                PNW CAPITAL, INC.
                                 --------------
              (New name of registrant as specified in its charter)


                          WINCHESTER MINING CORPORATION
                             -----------------------
                                  (former name)


Delaware                      0-30651                   06-1474412
-----------------             -------------            ------------------
(STATE OR OTHER               (COMMISSION              (IRS EMPLOYER
JURISDICTION OF               FILE NUMBER)             IDENTIFICATION NO.
INCORPORATION)


        409 Granville Street, Suite #1010, Vancouver, B.C. Canada V6C 1T2
           ----------------------------------------------------------
                                    (ADDRESS)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (604)609-0409




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<PAGE>


ITEM 1.    CHANGES IN CONTROL OF REGISTRANT

               The Company has completed its merger with Hi-Plains  Energy Corp.
               As part of the  merger,  the  Company has changed its name to PNW
               CAPITAL, INC. It will trade under a new symbol on the OTCBB which
               has not been  assigned.  A new CUSIP # will be assigned  based on
               the name change.

ITEM 2.    ACQUISITION OR DISPOSITION OF ASSETS

               None.

ITEM 3.    BANKRUPTCY OR RECEIVERSHIP

               None.

ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

               None.

ITEM 5.    OTHER EVENTS

               None.

ITEM 6.    RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS

               None.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS

               Financial Statements - None
               Exhibits -             2.1 - Certificate of Ownership and Merger


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<PAGE>

                                   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 thereunto duly authorized.

Date:  June 2, 2000                               PNW CAPITAL, INC.


                                                  By:/s/Wayne Miller
                                                  ---------------------------
                                                  President





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