I TECH HOLDINGS INC
8-K, 1999-02-03
MANAGEMENT CONSULTING SERVICES
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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 Act of 1934


       Date of Report (Date of earliest event reported) February 12, 1999


                          I-Tech Holdings Group, Inc.
                          ---------------------------
             (Exact name of registrant as specified in its charter)


    Colorado                       0-23687                       84-1379282
    --------                       -------                       ----------
(State or other                  (Commission                  (I.R.S. Employer
  jurisdiction                   File Number)                Identification No.)
of incorporation)



                    1622 York Street, Denver, Colorado 80206
                    ----------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code: 303-436-1847



                                      NONE
                                      ----
        (Former name or former address, if changed since last report)


<PAGE>


Item 5.  Other Events.

     Under  the  provisions  of the  Business  Corporation  Act of the  State of
Colorado the  Directors of I-Tech  Holdings  Group,  Inc.  (the  "Corporation"),
unanimously consented to the following corporate actions which under the laws of
the State of Colorado has the same force and effect as unanimous action taken at
a duly called and held meeting of the Board of Directors:

     TO WIT:  The Board of Directors  of the  Corporation,  on January 16, 1999,
agreed to retire  18,300,000  shares of its no par common  stock in exchange for
150,000 shares of its no par preferred stock and other considerations.

     TO WIT: The  Corporation,  on February 15, 1999 (the  "Distribution  Date),
shall issue additional shares of its no par common stock, in a forward split, to
the holders of the  Corporation's  no par common stock  holding such shares at a
record date of  February  15, 1999 (the  "Record  Date"),  in a ratio of one and
one-half  share of common  stock for each one share of common stock then held at
the Record Date. The  Corporation  may issue  fractions of a share if necessary,
which the Directors  expect to be unlikely,  having  reviewed the  shareholders'
listing.

     At the time of the herein  described  action  (the  "Forward  Split"),  the
Corporation's  issued and outstanding shares of its no par common stock stood at
2,080,000  shares.  Upon the execution of the Forward Split at the  Distribution
Date, the Corporation's issued and outstanding shares of its no par common stock
shall stand at 3,120,000 shares.

     The name and  address of the  Corporations'  transfer  agent for its no par
common  stock  is  Corporate  Stock  Transfer,   Colorado  Stock  Transfer,  370
Seventeenth Street, Denver, Colorado 80201.



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.


I-TECH HOLDINGS GROUP, INC.
- ---------------------------
(Registrant)

Date: February 2, 1999


/s/ Clark Burch
- ---------------
Clark Burch, Secretary




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