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) November 10 , 2000
Great Basin Water Company
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-29989 86-0889096
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2950 Flamingo Rd., Suite F, Las Vegas, NV 89121
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(702) 214 8440
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant.
On November 10, 2000 a change in control of the Registrant
occurred. Through a transaction between Round III Enterprises, a
California Corporation and the Registrant, shares of the
Registrant's Common Stock were issued to Round III Enterprises
which were then distributed to the individual shareholders of
Round III Enterprises. The transaction, described in more detail
below in Item 5 hereof, resulted in the purchase by the
Registrant of the assets of Round III Enterprises in exchange for
the Registrant's Common Stock that was issued. Through this
transaction, Andrew S. Austin, an Officer of the Registrant,
acquired a controlling interest in the Registrant. The source of
the consideration through which Mr. Austin acquired control was
his ownership in Round III Enterprises, which sold specified
assets to the Registrant for stock that was passed through to Mr.
Austin by Round III Enterprises. The asset sale was consummated
between Round III Enterprises and the Registrant on November 10,
2000. Mr. Austin as a result of this transaction now beneficially
owns 30.70 percent of the Registrant. As control was obtained
through the issuance of Common Stock and was not acquired from
individuals or entities holding previously issued and outstanding
Common Stock, the identity of the person or entity from which
control was acquired would be the Registrant. As part of the
transaction, Mr. Austin will be recommended as a nominee to the
Board of Directors by the present Board of Directors in the next
election of Directors. To assist the public in understanding the
change in ownership of the Registrant the following table
discloses the ownership of the Registrant as a result of this
transaction.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT
The following table sets forth, as of November 10, 2000
certain information as to the Company's Common Stock beneficially
owned by (i) each person known to the Company to beneficially own
more than 5% of the Company's Common Stock, (ii) each of the
Company's directors, (iii) named executive officers and (iv) all
executive officers and directors as a group:
=============================================================================
Common Stock Percentage
Name of beneficial owner beneficially owned of class
=============================================================================
Andrew S. Austin (1) 6,733,904 30.70
2707 Garnet Street, Suite 200
San Diego, CA 92109
Darryl E. Schuttloffel (2) 2,260,020 10.30
2808 Tumble Brook
Las Vegas, NV 89134
K. Crandal McDougall (2) 1,430,000 06.52
1420 Black Ridge Drive
El Paso, TX 79912
Ray Warren (3)(4) 1,147,625 05.23
2138 Abarth Street
Las Vegas, NV 89122
Thomas R. Warren (1)(3)(4) 1,182,625 05.39
3541 Summer Estates Circle
Salt Lake City, UT 84121
Ronald L. Drake (1)(3) 181,250 00.83
2959 E. Flamingo Rd.
Las Vegas, NV 89121
Jay Taylor (3) 10,000 00.05
3792 Yorba Linda Road
Las Vegas, NV 89122
Alex Peluffo (3) 10,000 00.05
3784 Yorba Linda Road
Las Vegas, NV 89122
Intermountain Management 1,505,250 06.86
Associates (2)(4)
2950 E. Flamingo Rd.
Las Vegas, NV 89121
Officers and Directors 9,265,404 42.24
of the Company as a Group
=============================================================================
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(1) Officer of the Company.
(2) Beneficial owner of 5% or more of the Company's Common
Stock.
(3) Director
(4) Ray and Tom Warren are father and son. They own
Intermountain Management Associates together. As equal
partners in Intermountain Management Associates they each
control half of the shares of Great Basin Water Company
Stock held by Intermountain Management Associates.
Consequently, each was assigned 752,625 shares as being
their beneficial ownership of Great Basin Water Company
stock in determining the total beneficial ownership of each
individual.
As of November 10, 2000 there were 21,934,973 shares of Common
Stock issued and outstanding, and 7,500 shares of Preferred Stock
issued and outstanding.
Item 5. Other Events.
On November 10, 2000 the Registrant acquired substantially
all of the assets of Round III Enterprises. Those assets
consisted of four Internet web sites. Additionally, the
Registrant accepted Round III Enterprises' outstanding
contractual obligations to clients of the web sites. Those
contractual obligations are monetarily immaterial as the
obligation is only to maintain the web content currently
displayed until the expiration of the client's contracts. No
liabilities of Round III Enterprises were acquired by the
Registrant except for the assignment of operating leases and
contracts for the offices, equipment, and services utilized to
operate and maintain the web sites acquired. The monthly lease
and contractual obligations are less than $1,500 a month. The
consideration provided by the Registrant to Round III Enterprises
was 10,000,000 shares of the Registrant's Common Stock. The
assets acquired are intangible assets and will be valued at
$100,000. The Registrant believes that $100,000 is a
conservative value to account for the transaction given the
following: (1) the intangible nature of these assets, (2) the
cost to develop revenue producing web sites, and (3) the fact
that their ongoing value will be derived through the ability of
the Registrant's personnel to execute the business potential of
the sites.
Round III Enterprises is owned and controlled by Mr. Andrew
S. Austin who is also a shareholder and Officer of the
Registrant. Mr. Austin became a significant shareholder through
this transaction, as discussed in Item 1 hereof. The Board of
Directors specifically discussed and addressed Mr. Austin's
relationship with the Registrant as an Officer of the Company and
his position as the controlling shareholder of Round III
Enterprises in its Resolution approving the agreement to purchase
the assets of Round III Enterprises. The Board's minutes and
their Resolutions specifically discuss the Board's obligations
pursuant to the Nevada Revised Statutes in regard to the changes
in control and statutory restrictions on transactions involving
interested officers. The Board acknowledged Mr. Austin's
interest in the transaction and voted unanimously in favor of the
Agreement to Purchase finding that they believed the transaction
to be in the best interests of the Registrant and in all respects
fair to the Corporation.
The Board also provided that Sections 78.378 to 78.3793 of
the Nevada Revised Statutes would not apply to this or future
transactions that would result in a change in control by adopting
an amendment to the Registrant's By-laws delineating that said
statutes would not apply. Sections 78.378 to 78.3793 of the
Nevada Revised Statues provide for restrictions to changes in
control of Nevada corporations unless otherwise exempted by the
Articles of Incorporation or the By-laws of the corporation.
The Registrant has provided this information under Item 5 because
the assets acquired do not constitute a significant event and,
therefore, financial statements are not required.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
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(c) Exhibits.
Exhibit 3.2 Amended By-Laws of Great Basin Water
Company
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.
Great Basin Water Company
Date: November 13, 2000 By: /s/ RAY WARREN
Name: Ray Warren
Title: Chairman of the
Board of Directors
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Exhibit 3.2
Pursuant to an Amendment of the Company's By-laws adopted by the
Board of Directors the By-Laws of the Company be and hereby are
amended by adding an Article XI which shall read as follows:
Article XI Changes in Control
The provisions of Sections 78.378 to and including
78.3793 of the Revised Statutes of Nevada shall not
apply to the Corporation or to an acquisition of a
controlling interest by any person or entity as
defined in the statute.
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