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 1933
Date of Report: July 10, 2000
Commission File Number: 000-30567
Last Company Clothing, Inc.
Nevada 88-0422308
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-8933
ITEM 1. CHANGE OF CONTROL OF REGISTRANT.
On July 5, 2000, pursuant to Majority Shareholder Action, the following
proposals were adopted which result in a change of control of this Corporation.
(1) Increase the number of directors to a maximum of 15.
(2) Approve and empower the Board of Directors to effect, a forward split
of the issuer's common stock, every one share to become two shares, including
the increase of authorized capital from 50,000,000 to 100,000,000 shares.
The record date for entitlement to the forward split is July 20, 2000.
The date for distribution of the additional one share for every share owned, as
of the close of business on July 20, 2000, shall be July 28, 2000.
(3) Ratify and Approve the acquisition of M-I Vascular Innovations, Inc.,
in exchange for the issuance of common shares on a one-to-one basis, not to
exceed 20,000,000 post-split shares.
(4) Approve and authorize a change of the corporate name to become MIVI
Biomedical Technologies, Inc., or similar name at the discretion of the Board of
Directors.
(5) Elect the following persons as directors to take office upon closing of
acquisition of MIVI Biomedical Technologies, Inc., or similar name: (5.1) Dr.
Robert Ian Gordon Brown, (5.2) Dr. Jean-Francois Marquis, (5.3) James D.
Davidson, (5.4) Alan P. Lindsay, (5.5) Zhi-Yong (John) Ma, (5.6) Ronald L.
Handford, (5.7) Kita Tosetti, (5.8) Peter K. Jensen, (5.9) Michael Smorch, and
(5.10) Stephen Walters.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Please see Item 1 above.
ITEM 3. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. None.
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ITEM 4. BANKRUPTCY OR RECEIVERSHIP. None.
ITEM 5. OTHER EVENTS. None.
ITEM 6. CHANGES OF REGISTRANT'S DIRECTORS. The following persons shall be
and become the Board of Directors of this reorganized corporation to take office
upon closing of acquisition of MIVI Biomedical Technologies, Inc., or similar
name: (1) Dr. Robert Ian Gordon Brown, (2) Dr. Jean-Francois Marquis, (3) James
D. Davidson, (4) Alan P. Lindsay, (5) Zhi-Yong (John) Ma, (6) Ronald L.
Handford, (7) Kita Tosetti, (8) Peter K. Jensen, (9) Michael Smorch, and (10)
Stephen Walters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
July 10, 2000
LAST COMPANY CLOTHING, INC.
by
/s/William Stocker
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William Stocker
special securities counsel
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