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) SEPTEMBER 25, 2000
BCS INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 0-23871 84-1434323
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
14500 NORTH NORTHSIGHT BLVD., SUITE 213
SCOTTSDALE, ARIZONA 85260
(Address of principal executive offices) (Zip Code)
(480) 556-0850
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 25, 2000, the registrant entered into a Share Exchange
Agreement with the shareholders of AutoVenu, Inc., a Delaware
corporation, and consummated the acquisition by exchanging 303.7241
shares of the registrant's common stock and 6.393 shares of the regis
trant's to be created Series A preferred stock for each issued and
outstanding share of common stock of AutoVenu, Inc. The Series A
preferred stock will be convertible into 100 shares of common stock
without additional consideration.
AutoVenu, Inc. had a total of 283,000 issued and outstanding shares of
common stock. The shareholders of AutoVenu, Inc. were Mark Moldenhauer,
Jules Lee Wurzel and BusinessTradeCenter.com, Inc. As a result of the
share exchange, the former shareholders of AutoVenu, Inc. now control
the registrant.
In accordance with the terms of the Share Exchange Agreement, Nicholas
Miller and Philip Stern tendered their resignations as the registrant's
officers and directors effective September 25, 2000. The following
individuals were appointed as officers and directors of the registrant
effective September 25, 2000: Mark Moldenhauer, Director, President and
Secretary, and Jules Lee Wurzel, Director and Treasurer.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
AutoVenu, Inc. is a private software development company based in
Scottsdale, Arizona. AutoVenu, Inc. intends to develop and market a
suite of proprietary software applications targeted at specific
business-to-business e-commerce industries. As the parent company of
AutoVenu, Inc., the registrant intends to continue the development and
business of AutoVenu, Inc.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
In accordance with the Share Exchange Agreement, the registrant is in
the process of changing its name and trading symbol. The information
will be reported by amendment.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired: To be filed
by amendment
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(b) Pro forma financial information: To be filed by amendment
(c) Exhibits:
REGULATION CONSECUTIVE
S-K NUMBER DOCUMENT PAGE NUMBER
10.1 Share Exchange Agreement between the registrant 4
and the shareholders of AutoVenu, Inc., dated
September 25, 2000
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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.
BCS INVESTMENT CORPORATION
October 5, 2000 By: /s/Mark Moldenhauer
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Mark Moldenhauer, President
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