PNW CAPITAL INC
8-K, 2000-12-07
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: November 22, 2000


                            PNW Capital, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)




Delaware                      001-14873                 061474412
- ----------------              -------------            ------------
(State or other               (Commission              (IRS Employer
jurisdiction of               File Number)             Identification No.)
incorporation)




          12925 W. Arlington Pl., Littleton, CO 80217
           ----------------------------------------------------------
                                  (NEW ADDRESS)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE    (303) 412-2469





<PAGE>


ITEM 1.    CHANGES IN CONTROL OF REGISTRANT

Acquisition of Peanut Butter and Jelly, Inc.
--------------------------------------------

On September 25, 2000,  the Company  authorized  the  acquisition of 100% of the
outstanding  stock of Peanut Butter and Jelly,  Inc. in exchange for  47,460,000
restricted common shares of the Company. In connection therewith,  the Company's
three Directors,  Wayne Miller, Gary Burnie, and Barry Miller,  agreed to resign
to  be  effective  upon  10  days  after  filing  of  the  14f  and  mailing  to
shareholders.

Peanut  Butter  and  Jelly,  Inc.  is  also  a  development  stage  company  the
acquisition  has been completed  after the  acquisition  the following shows the
share ownership of officers, directors and 5% or greater shareholders.

Name and Address of                         Number of           Percent of
Beneficial Owner                          Shares Owned          Shares Owned
                                          Beneficially
                                          and of Record

Joseph McFarland                        12,339,600              12.7%
Europark Holdings, Inc.                 12,339,600              12.7%
Daniel C. Silva, President & Director   12,339,600              12.7%
Maya Investment Corporation              4,460,000               4.5%
Robert Alan Kitsmiller                   3,322,200               3.4%
Daniel Enright                           2,373,000               2.4%
Wayne Miller Director*                   2,000,000               2.0%
Berry Miller (1)Director*                  500,000               0.5%
Gary Burnie Director*                    2,000,000               2.0%

1) Includes 500,000 share option calculated under Sec. 13(d) Securities Exchange
Act of 1934.



                        DIRECTORS AND EXECUTIVE OFFICERS


         The current Directors and Executive officers of Registrant are:

         Daniel C. Silva                President, Chairman & Director
         Joseph L. McFarland, Jr.       Secretary
         Wayne Miller                   Director
         Barry Miller                   Director
         Gary Burnie                    Director
<PAGE>



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

Stock Options
-------------

In August,  2000, the Company adopted the 2000  Nonqualified  Stock Option Plan.
The Plan sets aside  10,000,000  shares of common  stock  option for issuance to
employees,  directors, officers, attorneys, accounts, consultants or advisors to
the company. The Plan has a ten year term.

On September 20, 2000, the Company granted  options to four officers,  directors
and consultants to purchase  7,000,000  shares of the Company's  common stock at
$0.05 per share under the Plan.  The options  were  immediately  exercised,  and
shares were  issued in  satisfaction  of the  Company's  obligation  to the four
individuals for consulting  services  rendered  through  September 30, 2000. The
transaction  was recorded by a charge to expense for  $257,035,  and a charge of
$92,965 against amounts previously accrued for such services,  for a total value
of $350,000.

Also on September 20, 2000, the Company granted options to five consultants (one
of whom is also a  director)  to  purchase  2,200,000  shares at $0.05 per share
under the Plan.  The options are  exercisable  at any time before ten years from
the date the Plan was adopted.  At September 30, 2000, none of these options had
been exercised.


ITEM 6.    RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS

     After the filing of the 14f Form and  Notice to  shareholders  the  present
Directors of the  Company,  Wayne  Miller,  Gary Burnie and Barry  Miller,  will
resign, effective ten days after mailing of the 14f Notice to Shareholders.

<PAGE>

         The persons who will be directors of the Registrant, effective ten days
from mailing of the 14f notice, and their ages, are as follows:

         Name                               Age
         ----                               ---
         Daniel Silva                        38 (Mr. Silva has already been
                                                 appointed)
         Joseph L. McFarland Jr.             40

         The following persons have been appointed as officers of the Company:

         Daniel Silva                        President
         Joseph L. McFarland, Jr.            Secretary

         Business Experience

         The following is a brief account of the business  experience  during at
least the past five years of the  persons  designated  to be new  directors  and
officers of the Registrant,  indicating the principal  occupation and employment
during  that  period  by  each,  and the  name  and  principal  business  of the
organizations by which they were employed.

      Joseph L. McFarland, Jr.
     ------------------------

     Joseph L.  McFarland,  age 40 received  an  education  at Denver  Technical
College  1983-87  in  Design  Engineering.  From 1998 to  present  he has been a
Principal  Manufacturing Engineer for Exabyte Corp. In 2000 he became a director
and principal  shareholder of Peanut Butter & Jelly, Inc. and was a principal in
a  company  with the same name from  1993 to 1996,  which  was  dissolved.  From
1996-98 he was a Consulting  Process  Engineer for Medtronic  Blood  Management.
From 1992-93 Mr. McFarland was Operations Manager for Ram-Line, Inc.

     Daniel C. Silva
     ---------------
     Mr. Silva, age 38 has been Broker/Owner of Silva Realty from October 1991 -
Present. He was  President/Marketing  Director and a major shareholder of Peanut
Butter + Jelly, Inc. June 1995 - 1996 when it was dissolved. He was President of
Board of Directors/Chief  Marketing Officer Water Enhancement Technologies (WET
TEK)  September  1993 - June 1995. He attended  Colorado Real Estate  College in
1991. He has a Bachelor of Science,  Business  Management at Metro State College
in 1989.  Mr. Silva was appointed a director and president in October of 2000.

         No  appointee  for a director  position  has been  subject of any civil
regulatory proceeding or any criminal proceeding.

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

Financial Statements -

               None


<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:  December 6, 2000                          PNW Capital, Inc.


                                                  /s/Daniel C. Silva
                                                  -----------------------
                                                  Daniel C. Silva, President









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