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): December 30, 1999
COMMISSION FILE NUMBER: _______
Nevada Elast Technologies, Inc. 88-0380544
(State or other jurisdiction (Exact name of registrant as (I.R.S. Employer
of incorporation or specified in its charter Identification No.)
organization)
2505 Rancho Bel Air, Las Vegas, Nevada 89107
(Address of principal executive offices) (Zip Code)
(702) 878-8310
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
(949) 660-9700
Facsimile: (949) 660-9010
Page 1 of 4
Index to Exhibits appears on Page 4
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ITEM 5. OTHER EVENTS
Removal of Director. On or about December 30, 1999, the holders of at least
two-thirds of the issued and outstanding shares of $.001 par value common stock
of Registrant entitled to vote thereon, provided the Secretary of the Registrant
written consents approving the removal of Ted Hamilton as a member of
Registrant's Board of Directors ("Board"). On or about January 13, 2000,
Registrant's Board approved the removal of Ted Hamilton as a member of
Registrant's Board.
Appointment of Director. On or about January 13, 2000, Registrant's Board
approved the appointment of Dr. Eduardo Daniel Jimenez Gonzalez as a member of
Registrant's Board. Dr. Gonzalez will remain on Registrant's Board until the
next annual meeting of the Registrant's stockholders. Dr. Gonzalez is an
international banker and an attorney at law who specializes in immigration,
civil, and criminal matters in the Republic of Mexico and who provides
international consulting services regarding finance, credit, commerce,
industrial and tourist development, import and export matters, and
administrative management. Dr. Gonzalez is a Fullbright scholar who received a
Master of Arts Degree from John Hopkins University, School of Advanced
International Studies, in Washington, D.C. and who has studied International
Economics at Harvard University and Amercian Civilization at Georgetown
University. Dr. Gonzalez has served as a counselor at the Mexican Embassy in
Washington, D.C., as a Mexican Minister in Bonn, as Ambassador at Large for
Mexico in Oslo, Norway and Islandia, and as private secretary for a former
President of Mexico. He has served as Managing Director for Latin American
Investment Banking for First Chicago Bank in Panama, Colombia, Venezuela,
Ecuador and Peru, as First Chicago Bank's Vice-President for the Western
Hemisphere. He is an international lecturer on economic development and an
International Law Professor at the University of Mexico.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On or about January 13, 2000, Michael Davis and Dr. John Sheppard, both members
of Registrant's Board, resigned as members of Registrant's Board. As of the date
of this Form 8-K, Registrant had received a copy of Mr. Davis' signed
resignation. As of the date of this Form 8-K, Registrant had received a verbal
resignation from Dr. Sheppard and an oral representation from Dr. Sheppard that
he was preparing his written resignation. The resignations were tendered in
anticipation of the infusion of additional capital into Registrant. Registrant
believes that it is in the best interests of Registrant and its shareholders
that there remain positions available on Registrant's Board in the event
investment groups desire to place representatives on the Board.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
ELAST TECHNOLOGIES, INC.
DATED: January 18, 2000 By: /s/ Thomas F. Krucker
-----------------------------
Thomas F. Krucker, President
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INDEX TO EXHIBITS
(1) NOTIFICATION OF ACTION TAKEN BY SHAREHOLDER CONSENT
(2) DAVIS RESIGNATION LETTER
(3) DIRECTORS CONSENT TO JIMENEZ APPOINTMENT
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NOTIFICATION OF ACTION TAKEN BY SHAREHOLDER CONSENT
Notice is hereby given that pursuant to the provisions of Section 78.320 of the
Nevada Corporation Law, on December, 1999, the holders of two-thirds (2/3) of
the issued and outstanding shares of $.001 par value common stock of Elast
Technologies, Inc., a corporation duly organized and existing pursuant to and by
virtue of the laws of the State of Nevada ("Corporation"), entitled to vote
thereon, provided to the Secretary of the Corporation written consents to the
removal of Ted Hamilton as a member of the Board of Directors of the
Corporation.
Notice of the consent by those shareholders as hereby given to you. Pursuant
thereto, the removal of Ted Hamilton as a member of the Board of Directors of
the Corporation shall be, and hereby is, effective as of the date of this
notice.
Elast Technologies, Inc.
a Nevada corporation
By: /s/ [ILLEGIBLE] Dated: December 30, 1999
President
I, Michael Davis, hereby resign as a member of the Board of Directors of Elast
Technologies, Inc., a Nevada corporation, such resignation to be effective this
13th day of January, 2000.
/s/ MICHAEL DAVIS
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Michael Davis
WRITTEN CONSENT OF DIRECTOR TO CORPORATE ACTION WITHOUT MEETING
The undersigned, Thomas Krucker, is a member of the Board of Directors of Elast
Technologies, Inc. a Nevada corporation, and, by his signature below, hereby
ratifies and adopts the following resolutions and consents to the following
action of this corporation.
RESOLVED, that the Board of Directors of this corporation has determined that is
in the best interest of this corporation and its shareholders that Eduardo
Jimenez be appointed as a member of the Board of Directors of this corporation
until the next annual meeting of the stockholders of this corporation, to fill
the vacancy caused by the resignation of Michael Davis.
RESOLVED, FURTHER, that Eduardo Jimenez be, and hereby is, appointed as a member
of the Board of Directors of this corporation until the next annual meeting of
the stockholders of this corporation, to fill the vacancy on the Board of
Directors of this corporation caused by the resignation of Michael Davis.
RESOLVED, FURTHER, that the officers of this corporation be, hereby are,
authorized, empowered and instructed to take whatever action is necessary or
appropriate to carry out, perform and effectuate the intents and purposes of the
foregoing resolutions.
THIS CONSENT is executed pursuant to the provisions of SEction 78.315 of the
Nevada General Corporation Law and is to be filed with minutes of proceedings of
the Board of Directors of this corporation.
Dated: January 13, 2000 /s/ THOMAS KRUCKER
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Thomas Krucker
