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
October 28, 1999
Date of Report
(Date of Earliest Event Reported)
INTERNATIONAL FUEL TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
7777 Bonhomme
Suite 1920
St. Louis, Missouri 63105
(Address of principal executive offices)
314/727-3333
314/863-6900 (fax)
Registrant's telephone number
BLENCATHIA ACQUISITION CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
Former name and former address
Nevada 0-24801 88-0357508
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") dated as of October 27, 1999 between Blencathia
Acquisition Corporation ("Blencathia"), a Delaware corporation, and
International Fuel Technology, Inc. ("International Fuel" or the
"Company"), a Nevada corporation, all the outstanding shares of
common stock of Blencathia Acquisition Corporation were exchanged
for 300,000 shares of common stock of International Fuel in a
transaction in which International Fuel was the surviving company.
The Merger Agreement was adopted by the unanimous consent of
the Board of Directors of Blencathia and approved by the unanimous
consent of the shareholders of Blencathia on October 27, 1999. The
Merger Agreement was adopted by the unanimous consent of the Board
of Directors of International Fuel on October 19, 1999.
Prior to the merger, Blencathia had 5,000,000 shares of
common stock outstanding of which it redeemed and retired 4,700,000
shares. Pursuant to the Merger Agreement, the remaining 300,000
shares of common stock of Blencathia were exchanged on a one-for-one
basis for 300,000 shares of common stock of International Fuel.
Prior to the effectiveness of the merger, International Fuel
had an aggregate of 16,395,701 shares of common stock, $.01 par
value per share, issued and outstanding. Upon effectiveness of the
merger, International Fuel had an aggregate of 16,695,701 shares of
common stock outstanding.
The officers of International Fuel will continue as officers
of the successor issuer. See "Management" below. The officers,
directors, and by-laws of International Fuel will continue without
change as the officers, directors, and by-laws of the successor
issuer.
A copy of the Merger Agreement is filed as an exhibit to
this Form 8-K and is incorporated in its entirety herein. The
foregoing description is modified by such reference.
(b) The following table contains information regarding the
shareholdings of International Fuel's current directors and
executive officers and those persons or entities who beneficially
own more than 5% of its common stock (giving effect to the exercise
of the warrants held by each such person or entity):
Amount of Common Percent of
Stock Beneficially Common Stock
Owned (1) Beneficially Owned(2)
Jonathan R. Burst 735,050 4.4%
President
William J. Lindenmayer 0 0%
Chief Operating Officer
Patty Foltz 69,648 *
Secretary/Treasurer
Fred K. Jensen 190,934 1.1%
Director
David B. Norris 213,490 1.3%
Director
Glen T. Slay 205,653 1.2%
Director
Jeffrey C. Slay 204,753 1.2%
Director
Dan Willis 3,400 *
Director
All directors and
executive officers as
a group (8 persons) 1,622,928 9.7%
* Less than 1% percent
(1) Based upon 16,695,701 outstanding shares of common stock
(subsequent to the effectiveness of the merger).
(2) Assumes exercise of warrants, options or other rights to
purchase securities held by the named shareholder
exercisable within six months of the date hereof.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Merger
Agreement was negotiated between Blencathia and International Fuel.
In evaluating International Fuel as a candidate for the
proposed merger, Blencathia used criteria such as the potential
value of the assets of International Fuel, the status of its testing
at California Environmental Engineering, its pending patents, its
trademarks, the increased regulatory pressure to reduce exhaust
emissions and diesel particulates, and International Fuel's
anticipated operations. Blencathia determined that the
consideration for the merger was reasonable.
(b) International Fuel intends to continue developing its
reformulated fuels with an aim toward certification of such fuels by
the California Air Resources Board and the subsequent marketing of
the fuels.
BUSINESS
International Fuel was incorporated in Nevada in April,
1996, to develop and commercialize a proprietary scientific process,
"Performance Enhanced Emissions Reduced" (PEER), that reformulates
various refined fuels, including #2 diesel fuel, home heating oil,
#6 (Bunker) fuel, jet engine fuel and gasoline and to improve
combustion efficiency and reduce the amounts of harmful exhaust
emissions from internal combustion engines. The resulting
reprocessed fuels are known as PEERfuels. International Fuel is a
development-stage company, has had no revenues to date and has
raised capital for initial development through the issuance of its
securities and promissory notes.
International Fuel maintains an Internet Website at http://
www.peerfuel.com.
PEERDIESEL
To date, International Fuel has focused on the development
of PEERdiesel, its reformulated diesel fuel #2. Approximately 70%
of the distillate fuel consumed in the United States, Canada and
Mexico is diesel fuel #2. PEERdiesel has undergone over two years
of extensive testing at the California Environmental Engineering
facility, an independent mobile emissions laboratory in Southern
California recognized by the U.S. Environmental Protection Agency
(EPA) and certified by the California Air Resources Board (CARB) in
order to obtain diploma certification. The testing by CEE is on
three types of diesel engines representative of the majority of
heavy duty diesels in use today. The initial certified test reports
from CEE indicate that use of the PEERdiesel process would
significantly reduce the airborne diesel exhaust particles. The use
of PEERdiesel does not require any engine retrofit and demonstrates
no degradation in acceleration or loss of torque. PEERdiesel can be
produced, transported, stored and pumped without any special
procedures beyond those already used in handling diesel fuel.
Reformulated PEERdiesel requires neither additives nor engine
conversion and is delivered to the consumer through the traditional
distribution system and reformulation charges for PEERdiesel will
not add greatly to the pump price of the fuel. The Company
anticipates that the additional cost of the pump price will not
exceed $.10 per gallon.
On June 17, 1999, the CARB issued Executive Order #D-485-1
to International Fuel permitting the use of the PEERdiesel process
in vehicles in California. This is a significant step in obtaining
diploma certification in California for commercialization of
PEERdiesel. PEERdiesel has entered the final stage of testing under
a protocol established by CARB. This final stage involves specific
transient testing to complete the full battery of tests on #2 diesel
fuel necessary to confirm the pollution reduction results previously
shown. Upon completion of the final testing, which the Company
anticipates will occur in approximately 90 days, the marketing and
distribution of PEERdiesel will begin.
THE MARKET
The State of California has one of the world's most
stringent air pollution regulations and CARB certification of
PEERdiesel will allow International Fuel to automatically market it
in a majority of other states without further testing and may also
create an international market. Recently, the State of California
declared diesel exhaust a carcinogen and the federal Clean Air Act
Amendment of 1990 requires that diesel engines reduce their
emissions of particulates and other harmful air pollutants
significantly each year by 2006. The Company anticipates that
federal and state pressure to decrease diesel fuel particulates will
result in a large demand for PEERdiesel once certification is
achieved. In addition, the Clean Air Act provides any pollution
source which reduces pollution emissions below permitted levels is
eligible to earn emission reduction credits (ERCs), which credits
can be bought, sold, traded or banked.
The Company believes that finding a solution to lowering
pollution and increasing engine efficiency within the existing
fossil fuel system remain critical issues around the world. A
greenhouse gas agreement has been signed by 150 countries to
participate in a pilot global credited trading system which creates
a means to economically stimulate counties to work at achieving air
emissions reduction goals. International Fuel has received initial
interest from official representatives from Honduras to utilize
PEERdiesel as a means to reduce particulates. Recent studies in
Honduras have indicated that airborne particulates combine in the
air with dust and water to form a toxic substance which transports
infectious diseases. In addition, the use of PEERdiesel will provide
Honduras, or any other country utilizing the process, with ERCs
earned for cleaning the air. The Honduras representative has
indicated that legislation will be introduced into the national
legislature to mandate the use of PEERdiesel once certification has
been granted. There is no assurance, however, that such legislation
will be introduced or, if introduced, passed by the required
majority or, if passed, effectively enforced.
MARKETING
International Fuel's current strategy anticipates that after
diploma certification is received, initial revenues will likely come
from the prepaid sale of equipment needed to install the PEER
process and start the processing of post-refined diesel fuel #2
(PEERdiesel). Generating licensing and other affiliated revenues
would follow thereafter. The Company has outlined its key business
strategy as follows:
Complete South Coast Air Quality Management
District certificate of PEERdiesel and
commercialization of PEERdiesel with CARB.
Work with representatives from State of California
to introduce legislation to mandate PEERdiesel.
Implement PEERdiesel in Honduras as the pilot
program for Emission Reduction Credits
international trading.
Enter a joint venture to license refineries for use
of PEERdiesel reformulation process worldwide.
Expand PEERdiesel technology to the other states
that have adopted California regulations.
Expand research and development of other diesel
distillate categories (jet fuel, home heating oil,
bunkers for maritime).
Initiate gasoline testing research and development
as next possible product of the PEERfuel family.
Currently, the Company is introducing PEERdiesel into the
market through its Web site information, press releases, and
publication of testing results. The Company intends to market
PEERdiesel by licensing arrangements with refineries and/or other
business strategies that present themselves.
COMPETITION
International Fuel projects three sources of competition:
Companies with greater resources and more financial
strength that offer similar technology to PEERdiesel;
Vehicles utilizing alternative fuels; and
Alternative fuels for use on current vehicles with
engine retrofitting.
TRADEMARKS AND PATENTS
International Fuel has two patents pending before the United
States Patent and Trademark Office and has been issued six
trademarks and service marks including PEERfuels and PEERdiesel.
International Fuel is committed to protecting its proprietary
technology. All testing by CEE or others is subject to strict
privacy and confidentiality controls. No outside entity will be
invited to evaluate the science underlying the PEER process until
such time as the testing is completed.
EMPLOYEES
International Fuel has five employees.
PROPERTY
International Fuel maintains its administrative offices
at 7777 Bonhomme, Suite 1920, St. Louis, Missouri 63105 under an
annual lease of $3,000 per month for approximately 1,500 square
feet.
LITIGATION
There is no outstanding litigation in which the Company is
involved and the Company is unaware of any pending actions or claims
against it.
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 150,000,000
shares of common stock, $.01 par value per share and no authorized
preferred stock. On July 22, 1999, the Company effected a
one-for-ten reverse split of its outstanding common stock reducing
its outstanding common stock to 14,600,101.
International Fuel Technology has issued convertible
promissory notes aggregating $847,075 expiring November 1, 2001, at
which time the notes may be converted into an aggregate of 423,537
shares common stock. The issuance of the 423,537 shares of common
stock will increase the outstanding number of shares. The 423,537
shares will be subject to the transferability guidelines set forth
in Rule 144 of the General Rules and Regulations of the Securities
and Exchange Commission.
MARKET FOR INTERNATIONAL FUEL'S SECURITIES
International Fuel has been a non-reporting publicly traded
company with certain of its securities exempt from registration
under the Securities Act of 1933 pursuant to Rules 504 of Regulation
D of the General Rules and Regulations of the Securities and
Exchange Commission. International Fuel's common stock is traded on
the NASD OTC Bulletin Board under the symbol IFUE. The Nasdaq Stock
Market has implemented a change in its rules requiring all companies
trading securities on the NASD OTC Bulletin Board to become
reporting companies under the Securities Exchange Act of 1934.
The Company was required to become a reporting company by
the close of business on December 15, 1999. International Fuel has
effected the merger with Blencathia and has become a successor
issuer thereto in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market.
The following table represents the average prices for the
Company's common stock for the following periods:
High Low
Open Price Bid Bid Closing Volume
December, 1998 0.6562 0.75 0.625 0.7188 82,500
March, 1999 0.3438 0.3438 0.2969 0.3438 50,400
June, 1999 0.2969 0.2969 0.2656 0.2969 1,521,300
September, 1999 4.125 4.2812 4.0312 4.1562 14,800
MANAGEMENT
Name Age Title
Jonathan R. Burst 41 President, Chief Executive Officer
William J. Lindenmayer 40 Chief Operating Officer
Patty Foltz 45 Secretary/Treasurer
Fred K. Jensen 64 Director
David B. Norris 51 Director
Glen T. Slay 39 Director
Jeffrey C. Slay 28 Director
Dan Willis 58 Director
JONATHAN R. BURST has served as President and Chief
Executive Officer of International Fuel since July, 1999. In 1998
Mr. Burst founded of Burcor International, St. Louis, Missouri, an
insurance brokerage firm, and has served as its President since its
inception. From 1992 to 1998, Mr. Burst served as Executive Vice
President and Managing Director of mergers and acquisitions at Aon
Risk Services, a St. Louis, Missouri, mergers and acquisition risk
management consulting company. Mr. Burst received his Bachelor of
Arts degree in Economics from the University of Missouri in 1981.
WILLIAM J. LINDENMAYER has served as Chief Operating Officer
of International Fuel since July, 1999. From 1999 to the present,
Mr. Lindenmayer has served as Managing Director of Burcor Capital,
LLC, a venture capital merger and acquisitions subsidiary of Burcor
International, St. Louis, Missouri. From 1997 to 1999, Mr.
Lindenmayer served as president of DLW Partners, LLC, St. Louis,
Missouri, a video tape distribution company. From 1995 to 1997, Mr.
Lindenmayer served as President of WLI William Lindenmayer Group,
Inc., St. Louis, Missouri, a financial consulting company. Mr.
Lindenmayer received his Bachelor of Science degree from Cornell
University in 1982 and his Masters of Business Administration from
University of Virginia in 1988.
PATTY FOLTZ has served as Secretary/Treasurer of
International Fuel since its inception. From 1995 to 1998, Ms.
Foltz served as Corporate Secretary, Treasurer and Chief Financial
Officer of Jake's Crane Rigging & Transport International, Inc., Las
Vegas, Nevada, a large equipment rental company. From 1994 to 1995,
Ms. Foltz served as Accounting Manager at Jake's Crane Rigging &
Transport International, Inc. From 1989 to 1997, Ms. Foltz served
as Corporate Secretary, Treasurer and Chief Financial Officer of
Jake's Wire Rope, a crane rigging supply sales division of Jake's
Crane Rigging & Transport International.
FRED K. JENSEN has served as a director of International
Fuel since April, 1999. Since 1975, Mr. Jensen has served as
President of Jensen Oven Co., Inc., Farmington Hills, Michigan, a
manufacturer of industrial heating equipment. Since 1978, Mr.
Jensen has also served as a consultant to casualty insurance
companies regarding cause and origin investigations of fires and
explosions in industrial process heating equipment and related
equipment. Mr. Jensen received his Bachelor of Science degree in
Mechanical Engineering in 1957 from Michigan State University.
DAVID B. NORRIS has served as a director of International
Fuel since April, 1999. Since 1983, Mr. Norris has been the owner
and President of Addicks Services, Inc., Richmond, Texas, a
construction company.
GLEN T. SLAY has served as a director of International Fuel
since April, 1999. Since 1983, Mr. Slay has served as Vice
President at Slay Industries,, a company specializing in
transportation and distribution of goods and commodities via rail,
truck and barge with facilities to store, package and reship goods.
Mr. Slay received his Bachelor of Economics degree in 1982 from the
University of Missouri.
JEFFREY C. SLAY has served as a director of International
Fuel since April, 1999. Since 1995, Mr. Slay has served as Vice
President of Slay Transportation, St. Louis, Missouri, a bulk
chemical carrier (tank truck). Mr. Slay received his Bachelor of
Science degree from University of Missouri in 1994.
DAN WILLIS has served as a director of International Fuel
since April, 1999. Since 1995, Mr. Willis has served as Regional
Director for West Texas of National Wide Insurance, Waco, Texas.
From 1988 to 1995, Mr. Willis served as Farm Director, KCEN-TV,
Waco, Texas and produced several television spots for the station.
Mr. Willis is a licensed auctioneer and a Texas Rodeo Hall of Fame
inductee. In 1994, Mr. Willis was selected as Farm-Caster of the
Year for Texas. Mr. Willis is a member of the Professional Rodeo
Cowboys Association.
EXECUTIVE COMPENSATION
Jonathan R. Burst serves as President and Chief Executive
Officer of the Company pursuant to an employment agreement with the
Company entered into on July 13, 1999. Mr. Burst receives a base
pay of $1,000 per month plus 10,000 shares of the Company's common
stock during the initial term for an aggregate of 60,000 shares.
The employment agreement provides that the initial term of office
will expire on January 31, 2000 with extensions until July 31, 2000,
unless either party elects not to continue the agreement. Mr. Burst
receives benefits, including bonus, health insurance, vacation and
car allowance on the terms and conditions as are in effect for
similarly situated employees of the Company and/or as are determined
by the Board of Directors of the Company.
William J. Lindenmayer serves as Chief Operating Officer of the
Company pursuant to an employment agreement with the Company entered
into on July 13, 1999. Mr. Lindenmayer receives a base pay of $1,000
per month plus 5,000 shares of the Company's common stock during the
initial term for an aggregate of 30,000 shares. The employment
agreement provides that the initial term of office will expire on January
31, 2000 with extensions until July 31, 2000 unless either party elects
not to continue the agreement. Mr. Lindenmayer receives benefits,
including bonus, health insurance, vacation and car allowance on the
terms and conditions as are in effect for similarly situated employees
of the Company and/or as are determined by the Board of Directors of
the Company.
All directors of the Company hold office until the next
annual meeting of shareholders or until their successors are elected
and qualified. At present, the Company's Bylaws provide for not
less than one nor more than nine directors. Currently, there are
five directors of the Company. The Bylaws permit the Board of
Directors to fill any vacancy and such director may serve until the
next annual meeting of shareholders or until his successor is
elected and qualified. Officers serve at the discretion of the
Board of Directors.
RISK FACTORS
INTERNATIONAL FUEL IS A DEVELOPMENT STAGE COMPANY AND HAS NO
OPERATIONS. Since inception, International Fuel has been
developing its technology and has not begun operations other than
its research and development. The Company is subject to the risks
and competition inherent in the establishment of a relatively new
business enterprise. There can be no assurance that future
operations will be profitable. Revenues and profits, if any, will
depend upon various factors, including market acceptance of its
concepts, market awareness, reliability and effectiveness of its
product, government adopting of PEERdiesel, and general economic
conditions. There is no assurance that International Fuel will
achieve its expansion and the failure to achieve such goals would
have an adverse impact on it.
INTERNATIONAL FUEL IS CURRENTLY OPERATING AT A LOSS.
International Fuel has had no operations and no revenues to date.
The Company has utilized the sale of its securities, including an
offering of shares pursuant to Rule 504, issuance of promissory
notes, and a low-priced rights offering to generate funds to finance
its initial operations including development of PEERdiesel. Its
ability to develop operations is dependent upon its ability to
successfully complete the CARB certification, advertise its
products, generate local, state, and federal support for PEERdiesel,
including the passage of mandating legislation, and generate
international sales of PEERdiesel. International Fuel may need to
raise additional capital through the placement of its securities or
from other debt or equity financing. If the Company is not able to
raise such financing or to obtain alternative sources of funding,
management will be required to curtail operations. There is no
assurance that the Company will be able to continue to operate if
additional sales of its securities cannot be generated.
COMPETITION FROM LARGER AND MORE ESTABLISHED COMPANIES MAY
HAMPER MARKETABILITY. International Fuel may face intense
competition from similar, more well-established competitors,
including national, regional and local companies possessing
substantially greater financial, marketing, personnel and other
resources than International Fuel. The Company also faces
competition for purchase of its process from developers of
alternative power source vehicles such as the electric car and from
developers of retrofitting current vehicles for use of
lower-particulated fuels. International Fuel may not be able to
market or sell its products if faced with direct product competition
from these larger or more established companies.
TRADEMARK PROTECTION AND PROPRIETARY MARKS. International
Fuel has filed for patent protection for two of its products and has
been issued six trademarks and servicemarks including PEERfuels and
PEERdiesel. Notwithstanding the pending registration of certain
trade names with the United States Trademark Office, there is no
assurance that International Fuel will be able to enforce against
use of any of its marks. There is also no assurance that
International Fuel will be able to prevent competitors from using
the same or similar names, marks, concepts or appearances or that it
will have the financial resources necessary to protect its marks
against infringing use.
ISSUANCE OF FUTURE SHARES MAY DILUTE INVESTORS SHARE VALUE.
The Certificate of Incorporation as amended of International Fuel
authorizes the issuance of 150,000,000 shares of common stock. The
future issuance of all or part of the remaining authorized common
stock may result in substantial dilution in the percentage of the
Company's common stock held by the its then existing shareholders.
Moreover, any common stock issued in the future may be valued on an
arbitrary basis by International Fuel. The issuance of the
Company's shares for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the
shares held by investors, and might have an adverse effect on any
trading market, should a trading market develop for the Company's
common stock.
CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES.
International Fuel's common stock is traded on the OTC Bulletin
Board operated by Nasdaq under the symbol IFUE. International Fuel
did not file a registration statement with the Securities and
Exchange Commission and has not been a reporting company under the
Securities Exchange Act of 1934. The Nasdaq Stock Market has
implemented a change in its rules requiring all companies trading
securities on the OTC Bulletin Board to be registered as a reporting
company. The Company was required to become a reporting company by
the close of business on December 15, 1999. International Fuel has
effected the merger with Blencathia and has become a successor
issuer thereto in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market.
PENNY STOCK REGULATION. The Company's common stock may be
deemed a penny stock. Penny stocks generally are equity securities
with a price of less than $5.00 per share other than securities
registered on certain national securities exchanges or quoted on the
Nasdaq Stock Market, provided that current price and volume
information with respect to transactions in such securities is
provided by the exchange or system. The Company's securities may be
subject to "penny stock rules" that impose additional sales practice
requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally
those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions
covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of such securities and
have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the "penny stock rules" require the
delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market.
The broker-dealer also must disclose the commissions payable to both
the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information on the limited market in
penny stocks. Consequently, the "penny stock rules" may restrict
the ability of broker-dealers to sell the Company's securities. The
foregoing required penny stock restrictions will not apply to the
Company's securities if such securities maintain a market price of
$5.00 or greater. There can be no assurance that the price of the
Company's securities will reach or maintain such a level.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000. Many existing
computer programs use only two digits to identify a year in such
program's date field. These programs were designed and developed
without consideration of the impact of the change in the century for
which four digits will be required to accurately report the date.
If not corrected, many computer applications could fail or create
erroneous results by or following the year 2000 (the "Year 2000
problem"). Many of the computer programs containing such date
language problems have been corrected by the companies or
governments operating such programs. The Company's operations will
be dependent upon the timely delivery of supplies which deliveries
and initial refining of fuels may be delayed or canceled because of
such Year 2000 problem computer failures. The Company does not know
what steps, if any, have been taken by any of its potential
suppliers in regard to the Year 2000 problems. It is impossible to
predict if the basic utilities serving the Company or suppliers will
continue uninterrupted.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Upon effectiveness of the merger, pursuant to Rule 12g-3(a)
of the General Rules and Regulations of the Securities and Exchange
Commission, International Fuel became the successor issuer to
Blencathia Acquisition Corporation for reporting purposes under the
Securities Exchange Act of 1934 and elects to reports under the Act
effective November 1, 1999.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The President and sole director of Blencathia Acquisition
Corporation, James M. Cassidy, resigned such offices as a result of
the merger with International Fuel. The officers and directors of
International Fuel will continue as the officers and directors of
the successor issuer.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant
shall file financial statements by amendment hereto not later than
60 days after the date that this Current Report on Form 8-K must be
filed.
ITEM 8. CHANGE IN FISCAL YEAR
The Company has a December 31 year end.
EXHIBITS
1. Agreement and Plan of Merger between Blencathia Acquisition
Corporation and International Fuel Technology, Inc.
1.2* Certificate of Incorporation of International Fuel
Technology, Inc. and all amendments.
1.3* By-laws of International Fuel Technology, Inc.
______
* To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
INTERNATIONAL FUEL TECHNOLOGY, INC.
By /s/ Jonathan Burst
President, Chief
Executive Officer
Date: November 3, 1999
