JAWS TECHNOLOGIES INC /NY
8-K/A, 1999-12-07
COMPUTER PROGRAMMING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                 AMENDMENT NO. 1
                                       TO
                                    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 17, 1999


                             JAWS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)
<TABLE>
<CAPTION>



<S>                       <C>
                  7371                       98-0167013
        (Commission File Number)  (IRS Employer Identification Number)
</TABLE>

                           1013 17TH AVENUE SW T2T 0A7
                             CALGARY, ALBERTA CANADA
                    (Address of principal executive offices)

                                 (403) 508-5055
              (Registrant's telephone number, including area code)

<PAGE>

ITEM  5.  OTHER  EVENTS
- -----------------------

     On November 17, 1999, JAWS Technologies, Inc. ("JAWS") executed a Debenture
Acquisition  Agreement Amendment and Settlement Agreement with Thomson Kernaghan
&  Co. ("Thomson Kernaghan") (the "Settlement Agreement") in order to settle the
outstanding  obligations  of  the  parties  relating to the $5,000,000 Debenture
Acquisition  Agreement  dated  September  25, 1998, as amended on April 27, 1999
(the  "Debenture  Agreement").

     The  Settlement  Agreement  settles  the conversion terms of the $1,520,000
advanced  under the Debenture Agreement and the exercise of outstanding warrants
issued  under  the  Debenture  Agreement  and terminates all further obligations
related  to  the  Debenture  Agreement.

     Debentures  issued  pursuant to the Debenture Agreement have been converted
to  5,127,672  restricted  shares  of  common  stock  of  JAWS.

     Thomson  Kernaghan  will  exercise  all  of the outstanding warrants issued
pursuant  to  the  Debenture agreement for 2,180,220 restricted shares of common
stock  of  JAWS.

     The  parties  have  signed  a  mutual  release  of  all previously existing
obligations.

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS
- ----------------------------------------------

    Financials

     None

    Exhibits

     Exhibit A - Debenture Amendment and Settlement Agreement with the following
schedules:
          Schedule  A  -  Spreadsheet
          Schedule  B  -  Warrants

<PAGE>

                                    SIGNATURE

     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.

     JAWS  TECHNOLOGIES,  INC.



     By:/s/Robert  J.  Kubbernus
        ------------------------
           Robert  J.  Kubbernus,  President


Date:  December  1,  1999


<PAGE>
                               Exhibit A - Page 4
                                    EXHIBIT A

                  DEBENTURE AMENDMENT AND SETTLEMENT AGREEMENT


DATED  the  17th  day of November, 1999 to be effective the 1st day of November,
1999.

BETWEEN:

                             JAWS TECHNOLOGIES, INC.
             A corporation incorporated in the State of Nevada, USA
                                    ("JAWS")

                                   -     and -


                          THOMSON KERNAGHAN & CO. LTD.
          A corporation incorporated in the Province of Ontario, Canada
                                     ("TK")

BACKGROUND:

(1)     JAWS  and TK entered into a debenture acquisition agreement on September
25,  1998  and  amended  the  agreement  on  April  27,  1999,  (the  "Debenture
Agreement");

(2)     Pursuant  to  the  terms of the Debenture Agreement, TK has advanced and
JAWS  has  issued debentures as set out in Schedule "A" attached hereto and JAWS
has  granted  warrants  to  TK  as  set  out  in  Schedule  "B"  hereto;  and

(3)     JAWS  and  TK  wish  to  enter into this agreement in order to amend the
Debenture  Agreement as required, clarify the number of Warrants to be exercised
and  settle  all  outstanding  obligations  under  the  Debenture  Agreement  in
accordance  with  the  terms  set  out  herein  below.

NOW  THEREFORE, in consideration of the foregoing facts and the mutual covenants
and  agreements  contained  herein,  the  parties  hereby  agree  as  follows:

(1)     Conversion  of  Debentures

The  debentures  (the  "Debentures"), issued in accordance with the terms of the
Debenture  Agreement, shall be converted in accordance with the calculations set
out  in Schedule "A" and JAWS will issue 5,127,672 shares of the common stock of
JAWS  (the "Debenture Conversion Shares") using available exemptions pursuant to
the  Securities  Act  of  1933,  or  the  Securities  Exchange  Act  of  1934;

(2)     Exercise  of  $0.28  Warrants

TK  shall  exercise warrants to purchase 1,428,572 shares in the common stock of
JAWS  at  an  exercise  price of $0.28, pursuant to the Debenture Agreement (the
"$0.28  Shares")  and  shall  immediately  upon  the execution of this Agreement
forward  Four  Hundred  Thousand  ($400,000  USD)  to  JAWS.


(3)     Exercise  of  $0.65  Warrants

TK  shall  exercise  warrants  to purchase 923,077 shares in the common stock of
JAWS  at  an  exercise  price  of  $0.65  (the  "$0.65 Shares"), pursuant to the
Debenture  Agreement.  The  warrants shall be exercisable in accordance with the
following  terms  and  the  warrant  agreement  shall  be  amended as follows by
inserting  the following provision after paragraph (j) in the warrant agreement:

     (k)     Relinquishment  Of  Warrants.
             ----------------------------

(a)  TK  shall  have  right  of  relinquishment  as hereinafter provided by this
Section      (k):

(i)  TK,  its  heirs  or  other  legal representatives to the extent entitled to
exercise  the  Warrant under the terms thereof, in lieu of purchasing the entire
number  of  shares  subject  to  purchase  thereunder,  shall  have the right to
relinquish  all  of  the  then unexercised portion of the Warrant (to the extent
then  exercisable)  in  exchange  for 751,648 shares of the common stock of JAWS
(the  "$0.65  Shares");  and

(ii)  such right of relinquishment may be exercised only upon receipt by JAWS of
a  written  notice  of  such  relinquishment  which  shall  be dated the date of
election  to  make  such  relinquishment;  and  that,  for  the purposes of this
Agreement,  such  date  of  election  shall  be  deemed  to be November 1, 1999.


(4)     Termination  Of  All  Other  Debenture  Agreement  Terms  and Conditions

All other terms, conditions, representations, and warranties as contained in the
Debenture  Agreement, or any other document related thereto, shall be terminated
on the date of the issuance of the Debenture Conversion Shares, the $0.28 Shares
and  the  $0.65  Shares.

(5)     Mutual  Release

JAWS  and  TK  agree  to  execute  a  mutual  release  relating to the Debenture
Agreement,  and  the  settlement  thereof  including a settlement of all penalty
provisions,  on  the  date  of  issuance of the Debenture Conversion Shares, the
$0.28  Shares  and  the  $0.65  Shares.


(6)          Further  Assurances

     Each  of the parties hereto shall from time to time execute and deliver all
such  further documents and instruments and do all acts and things as any of the
other parties may reasonably require to effectively carry out or better evidence
or  perfect  the  full  intent  and  meaning  of  this  Agreement.

(7)          Time  of  the  Essence

     Time  shall  be  of  the  essence  of  this  Agreement.

(8)          Entire  Agreement

     This  Agreement  shall  constitute the entire agreement between the parties
hereto  with respect to the subject matter hereof and cancels and supersedes any
prior  understandings  and  agreements  between  the parties hereto with respect
thereto.  There  are  no  representations,  warranties,  terms,  conditions,
undertakings  or  collateral  agreements, express, implied or statutory, between
the  parties  with  respect to the subject matter hereof other than as expressly
set  forth  in  this  Agreement.

(9)          Amendments  and  Waiver

     No modification of or amendment to this Agreement shall be valid or binding
unless set forth in writing and duly executed by all of the parties hereto whose
rights  are  affected  by  amendment  and no waiver of any breach of any term or
provision of this Agreement shall be effective or binding unless made in writing
and  signed  by  the  party  purporting  to  give the same and, unless otherwise
provided,  shall  be  limited  to  the  specific  breach  waived.

(10)     Assignment

     This  Agreement may not be assigned by any party hereto without the written
consent  of  the  other  parties  hereto.

(11)     Notice

     Any demand, notice, statutory declaration, direction or other communication
to  be  given  in  connection  with  this  Agreement  shall  be given in writing
simultaneously  to  all  of  the  parties  hereto and shall be given by personal
delivery,  registered  mail,  or  by  telecopier  addressed to the recipients as
follows:

(a)     In  the  case  of  Jaws:

     JAWS  TECHNOLOGIES,  INC.
     1013  17th  Avenue  S.W.
     Calgary,  Alberta
     T2T  0A7
     Telecopier:     (403)  508-5058

(b)     In  the  case  of  Thomson  Kernaghan:

     THOMSON  KERNAGHAN  &  CO.  LIMITED
     365  BAY  STREET
     Toronto,  Ontario
     M5H  2V2
     Telecopier:  (416)367-8055

or  to other such address, individual, or electronic communication number as may
be  designated  by  notice  given by any part to the other parties.  Any demand,
notice  or  other communication given by personal delivery shall be conclusively
deemed to have been given on the day of actual delivery thereof and, if given by
registered  mail, on the third business day following the deposit thereof in the
mail  and,  if  given  by  electronic  communication,  on the day of transmittal
thereof  if  given  during the normal business hours of the recipient and on the
business  day  during  which  such normal business hours next occur if not given
during  such  hours on any day.  If the party giving any demand, notice or other
communication  knows  or  ought  reasonably to know of any difficulties with the
postal  system  which might affect the delivery of mail, any such demand, notice
or  other  communication  shall  not  be  mailed  but shall be given by personal
delivery  or  by  electronic  communication.

(12)          Governing  Law

This Agreement shall be governed by and construed in accordance with the laws of
the  Province  of  Alberta  and  the  laws  of  Canada  applicable  therein.

     IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the
dated  effective  the  day  first  above  written.
<TABLE>
<CAPTION>

JAWS TECHNOLOGIES, INC.         THOMSON KERNAGHAN & CO. LTD.
<S>                            <C>

Per: _______________________.  Per: __________________________
  Robert Kubbernus, CEO

Per: ________________________  Per: ________________________
  Riaz Mamdani, CFO
</TABLE>




<PAGE>

                                   SCHEDULE A
<TABLE>
<CAPTION>

<S>          <C>      <C>     <C>           <C>             <C>             <C>           <C>            <C>          <C>
TODAYS DATE
1-NOV-99
  INITIAL                                                                            10%         90 DAY       0.986%      0.1644%
DATE. . . .  ADVANCE  ANNUAL  PENALTY FREE  30 DAY PENALTY  90 DAY PENALTY  PENALTIES
25-Sep-98                                                                   $200,000.00   $    3,611.00   24-Dec-98   $        -
- -----------                                                                 ------------  -------------  -----------  -----------
10-Nov-98                                                                   $ 10,000.00   $       55.55    8-Feb-99   $        -
10-Nov-98                                                                   $110,000.00   $   10,729.00    8-Feb-99   $ 1,084.60
12-Dec-98                                                                   $100,000.00   $    8,876.71   12-Mar-99   $   986.00
26-Jan-99                                                                   $250,000.00   $   19,109.59   26-Apr-99   $ 2,465.00
26-Jan-99                                                                   $250,000.00   $   19,109.59   26-Apr-99   $ 2,465.00
16-Apr-99                                                                   $600,000.00   $   32,712.33   15-Jul-99   $ 5,916.00

                                                                                          $1,520,000.00  $94,203.77   $12,916.60



<S>          <C>          <C>
TODAYS DATE
1-NOV-99
  INITIAL .  TOTAL
DATE
25-Sep-98 .  $         -  $         -
- -----------  -----------  -----------
10-Nov-98 .  $         -  $         -
10-Nov-98 .  $ 42,678.24  $ 43,762.84
12-Dec-98 .  $ 33,537.60  $ 34,523.60
26-Jan-99 .  $ 65,349.00  $ 67,814.00
26-Jan-99 .  $ 65,349.00  $ 67,814.00
16-Apr-99 .  $ 77,925.60  $ 83,841.60

             $284,839.44  $297,756.04

</TABLE>

<TABLE>
<CAPTION>




<S>          <C>             <C>          <C>             <C>         <C>     <C>           <C>            <C>          <C>
TODAYS DATE
1-NOV-99                                                                      $      3.50
  PENALTIES  TOTAL INTEREST  INTEREST &   TOTAL
DATE. . . .  FORGIVEN        & PENALTIES  PENALTY SHARES  CONVERSION  SHARES  SHARES
25-Sep-98                                                                     $         -   $   3,611.00      1,032.00     0.1118
- -----------                                                                   ------------  -------------  -----------  ---------
10-Nov-98                                                                     $         -   $      55.55         16.00     0.1118
10-Nov-98                                                                     $(43,762.84)  $  10,729.00      3,065.00       0.28
12-Dec-98                                                                     $(34,523.60)  $   8,876.71      2,536.00       0.28
26-Jan-99                                                                     $(67,814.00)  $  19,109.59      5,460.00       0.28
26-Jan-99                                                                     $(13,562.80)  $  73,360.79     20,960.00        0.4
16-Apr-99                                                                     $(27,947.20)  $  88,606.73     25,316.00       0.65

                                                                                            $(187,610.44)  $204,349.37  58,385.00



<S>          <C>           <C>
TODAYS DATE
1-NOV-99
  PENALTIES
DATE
25-Sep-98 .  1,788,908.00  1,789,940.00
- -----------  ------------  ------------
10-Nov-98 .     89,445.00     89,461.00
10-Nov-98 .    392,857.00    395,922.00
12-Dec-98 .    357,143.00    359,679.00
26-Jan-99 .    892,857.00    898,317.00
26-Jan-99 .    625,000.00    645,960.00
16-Apr-99 .    923,077.00    948,393.00

             5,069,287.00  5,127,672.00
</TABLE>

<PAGE>
                               Exhibit A - Page 5
                                   SCHEDULE B
<TABLE>
<CAPTION>


VALUE OF WARRANT   EXERCISE PRICE   NO. OF SHARES ISSUABLE
<S>                <C>              <C>

400,000. . . . .  $          0.28               1,428,572
600,000. . . . .  $          0.65                 923,077
- -----------------  ---------------  ----------------------

</TABLE>



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