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
December 29, 2000
Date of Report
(Date of Earliest Event Reported)
SPORTSMAN'S WHOLESALE COMPANY
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-65573 84-1408762
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
1065 West 1150 South
Provo, UT 84601
(Address of Principal Executive Offices)
(801) 812-0306
Registrant's Telephone Number
N/A
(Former Name or Former Address If Changed Since Last Report)
<PAGE>
ITEM 1. Changes in Control of Registrant.
(a) On December 29, 2000, the Board of Directors of the Registrant
adopted, ratified and
approved a resolution to issue 15,000,000 "unregistered" and "restricted"
shares of its $0.0001
par value common voting stock to David N. Nemelka in consideration of the sum
of $10,000 paid
by personal check of David N. Nemelka. This action was approved by the
majority stockholders
of the Registrant on December 29, 2000.
The former majority stockholders of the Registrant and their percentage
of ownership of
the outstanding voting securities of the Registrant prior to the adoption of
the resolution was:
<TABLE>
Amount and Nature Percent
Of Beneficial Of
Name Ownership Class
<S> <C> <C>
Fred L. Hall 1,499,000 93.5%
1065 West 1150 South
Provo, UT 84601
</TABLE>
(b) The following table contains information regarding share holdings
of the Registrant's directors and executive officers and those persons or
entities who beneficially
own more than 5% of the Registrant's common stock, after taking into account
the adoption of
the resolution to issue 15,000,000 "unregistered" and "restricted" shares to
Mr. Nemelka as of
December 29, 2000.
<TABLE>
Amount and Nature Percent
Of Beneficial Of
Name Title Ownership Class
<S> <C> <C> <C>
David N. Nemelka Sole Officer and 15,000,000 90.3%
2662 Stonebury Loop Rd. Director and
Springville, UT 84663 Stockholder
Fred L. Hall Stockholder 1,499,000 9.0%
1065 West 1150 South
Provo, UT 84601
All officers and directors
as a group (1) 15,000,000 90.3%
</TABLE>
ITEM 2. Acquisition or Disposition of Assets.
Except as indicated under Item 1, none; not applicable.
ITEM 3. Bankruptcy or Receivership.
None; not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
ITEM 5. Other Events.
None; not applicable.
ITEM 6. Resignation of Directors and Executive Officers.
Effective December 29, 2000, Fred L. Hall resigned as the sole officer
and director of the
Registrant after designating David N. Nemelka as the sole officer and director
of the Registrant.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
None.
* Summaries of any exhibit are modified in their entirety by this reference
to each exhibit.
ITEM 8. Change in Fiscal Year.
None; not applicable.
ITEM 9. Regulation FD Disclosure
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly
authorized.
SPORTSMAN'S WHOLESALE COMPANY
Date: 1/8/01 By /s/ David N. Nemelka
David N. Nemelka
