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.
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(Exact name of registrant as specified in its charter)
Delaware 001-14873 061474412
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
12925 W. Arlington Pl., Littleton, CO 80217
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(NEW ADDRESS)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (303) 412-2469
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Acquisition of Peanut Butter and Jelly, Inc.
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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
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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
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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.
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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
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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.
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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
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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
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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
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Daniel C. Silva, President