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
NOVEMBER 22, 2000
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
ABSOLUTEFUTURE.COM
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
COMMISSION FILE NUMBER: 000-24199
NEVADA 88-0306099
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
10900 NE 8TH STREET, SUITE 1414
BELLEVUE, WA 98004
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(425) 462-6210
(ISSUER'S TELEPHONE NUMBER)
ITEM 5. OTHER EVENTS.
The Company is filing this Current Report on Form 8-K in order to provide the
information contained in its press release dated November 22, 2000, which is
included as Exhibit 1 to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits filed as a part of this report.
Exhibit No. Description
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1 AbsoluteFuture.com Press Release dated November 22, 2000
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on November 22, 2000.
ABSOLUTEFUTURE.COM
By: /s/ BRIAN ABEEL
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Brian Abeel
Secretary
Dated November 22, 2000
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EXHIBIT 1
FOR IMMEDIATE RELEASE
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ABSOLUTE FUTURE DISCLOSES STATUS OF S-8 FILINGS IN DECEMBER 1999 AND JANUARY
2000 AND RELATED SEC INVESTIGATION
Bellevue, WA -- November 22, 2000 -- Absolute Future (OTC: AFTI) today discussed
the status of the previously disclosed S-8 filings of December 1999 and January
2000.
The Company had disclosed via 8-K filings on May 1, 2000 and May 24, 2000 and
further discussed in the footnotes to its 10-QSB filed on November 14, 2000 that
Form S-8 was used to register 1,100,000 shares issued to Commonwealth Partners
LLC ("Commonwealth") in December 1999 and a total of 3,000,000 shares issued to
Galton Scott and Goulett, Inc., Dottenhoff Financial Ltd., Berkshire Capital
Partners, Inc. and Zimenn Importing and Exporting, Inc. ("the Consultants") in
January 2000. As previously disclosed, the Commonwealth Form S-8 inaccurately
stated that the Commonwealth Shares were compensation for marketing, advertising
design and model/spokesperson services for registrants products. Both Form S-8's
were prepared by Company's then-counsel and included his opinion that those
shares could be registered on Form S-8. To the Company's knowledge, all of those
shares were sold into the market by Commonwealth and the four consultants in
first quarter fiscal 2000.
In May 2000, the Company became aware that William F. Palla, a partner in
Commonwealth, had been the subject of multiple SEC investigations for securities
fraud, including the SEC's "microcap" fraud investigation, and was recently
indicted with members of organized crime families in New York for securities
fraud. In addition, one of Commonwealth's other partners, Roger M. DeTrano, has
been charged with securities fraud in New York.
The Company subsequently became aware that Form S-8 in fact was not available to
register either the Commonwealth Shares or the Consultants' Shares, and that
those shares had therefore been issued in violation of Section 5 of the
Securities Act of 1933 and possibly of certain state securities laws. The
Company is currently determining the availability of any state exemptions from
registration, or whether it will need to conduct rescission offers in the
affected states. The Company received a subpoena from the SEC dated November 15,
2000 indicating that the SEC was conducting a private investigation into the
filing of the S-8's as well as several other specific publicly disclosed events.
The subpoena requested that the Company provide supporting documentation for
press releases dated July 20, 1999, July 26, 1999, August 9, 1999, August 19,
1999, August 20, 1999 and March 24, 2000 in addition to information relating to
the S-8 filings and the related 8-K disclosures. The Company is cooperating
fully in this investigation.
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About AbsoluteFuture
AbsoluteFuture is developing core proprietary software products and
technologies, focusing in the areas of security and encryption, databases, and
Internet communications. The technologies developed in-house are used to provide
solutions to other companies' e-commerce and Internet problems, and to develop
its own e-businesses such as SafeMessageTM. For more information, see
HTTP://WWW.ABSOLUTEFUTURE.COM.
Safe Harbor Statement
Forward-looking statements in this release concerning trends or anticipated
operating results are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
not guarantees of future performance and are subject to risks and uncertainties
related to AbsoluteFuture.com's operations. These risks and uncertainties
include, but are not limited to, competitive factors (including the possibility
of increased competition or technological development, competitors, and price
pressures); legal factors (such as limited protection of the Company's
proprietary technology and changes in government regulation); and the Company's
dependence on key personnel and significant customers. These forward-looking
statements are subject to a number of known and unknown risks and uncertainties
that could cause actual operations or results to differ materially from those
anticipated.
Contact
Graham Andrews
President and CEO
(425) 462-6210
[email protected]
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