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RULE 14f-1
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
INFORMATION PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
EBONY & GOLD VENTURES, INC.
Hanger 5
4360 Agar Drive
Richmond, BC V7B 1A3
Canada
REPORT OF CHANGE IN MAJORITY OF DIRECTORS
FEBRUARY 23, 2000
This report is furnished by the Board of Directors of Ebony & Gold
Ventures, Inc., a Nevada corporation (the "Company"), to the holders of Common
Stock, no par value per share, of the Company (the "Common Stock") in connection
with the proposed merger of a subsidiary of the Company with and into
booktech.com inc. (the "Merger"). As a condition of the Merger, the following
persons will be appointed by the present board members to serve on the board of
directors of the Company: Morris Shepard, Sherry Turkle, Ajmal Khan, Joel
Dumaresq, and Willie Dennis. These appointees will constitute a majority of the
members of the board of directors following the Merger.
This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are not
required to respond to this report.
This report is first being mailed to shareholders on or about February
26, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of February 22, 2000, the security
ownership of (i) all persons known by the Company to own beneficially 5% or more
of Common Stock; (ii) all executive officers; and (iii) each director of the
Company.
<TABLE>
<CAPTION>
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Title of Class Name and Address of Amount* and Nature of Percent of Class
Beneficial Owner Beneficial Owner
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<S> <C> <C> <C>
N/A Joel Dumaresq, Director None None
and President
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Common Stock Denise E. Cordova 1,190,476 23.8%
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Common Stock Tricia A. Willis 1,428,571 28.6%
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Common Stock Mark Horey 833,333 16.7%
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</TABLE>
*After giving effect to a 2.3809524 for 1 stock split on February 11, 2000.
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CHANGE IN CONTROL
In connection with the consummation of the Merger, voting control of
the Company is expected to shift from the present shareholders to approximately
450 shareholders, some of whom are presently the shareholders of booktech.com
inc. This shift in control will be achieved through a combination of private
purchases of securities from the present shareholders and issuances of Company
securities in transactions exempt from the registration requirements of the
Securities Act of 1933.
DIRECTORS AND OFFICERS
PRESENT OFFICERS AND DIRECTORS. None of the Company's current officers
and directors receive any compensation for their services. The Board of
Directors has not established any standing committees or subcommittees. It is
not known to the current director how many meetings the past directors held
during the past year. The current director, Mr. Dumaresq, was not a director as
of the close of the last fiscal year, and he did not attend board meetings
before his appointment.
The following person currently serves as an officer and director of the
Company:
JOEL DUMARESQ, age 35. Mr. Dumaresq was appointed as the President and sole
director of the Company on January 31, 2000. He is also a director of Wattage
Monitor Inc., a provider of electrical rate information over the Internet. Mr.
Dumaresq is an experienced business executive and investment banking specialist.
Since 1996, Mr. Dumaresq has acted as an independent investor and currently sits
on the boards of directors of a number of public and private companies. From
1994 to 1996, Mr. Dumaresq was President and Chief Executive Officer of Westair
Aviation Inc., a full service regional airline, and has served in various roles
for a large investment banking firm.
NOMINEES. As of the date of this Report, there are 50,000,000 shares of
the Company's Common Stock issued and outstanding. The following persons will be
appointed pursuant to the Company's Bylaws to serve as directors of the Company
upon consummation of the merger with booktech.com inc.. Under the Bylaws, no
shareholder approval is required.
AJMAL KHAN, age 38. Mr. Khan is the founder and President of Verus Capital
Corp., a diversified investment group. Verus is involved in the ownership of
hotels, venture capital financing, corporate acquisitions, and several joint
ventures entailing name brand franchising and licensing. Mr. Khan also has a
joint venture interest in Barakaat Holdings Ltd., a sports marketing company.
Since October of 1998, he has served as a director of Advanced Bodymetrics,
Inc., a publicly traded high-tech company dedicated to developing sports
wristwatches that are able to monitor and display various functions of the human
body. Since July of 1998, Mr. Khan has served as a director of iParty Corp., a
publicly-traded company dedicated to providing information and services with
respect to coordinating events. In 1999, Mr. Khan was named to the board of
directors of Wattage Monitor Inc. and On2.com Inc., a leading provider of
broadband Internet technology and content.
MORRIS SHEPARD, age 62. Dr. Shepard founded booktech.com inc. in 1995 and has
served as its chief executive officer since that time. Prior to joining
booktech, he taught graduate and undergraduate courses in Boston and in Europe.
His expertise includes management, marketing and sales, executive training,
journalism, university teaching and public policy analysis.
WILLIE DENNIS, age 37. Mr. Dennis will be appointed to serve as a director and
officer of the Company by the present board of directors upon consummation of
the Merger. He is a partner in the New York firm of Camhy Karlinsky & Stein LLP.
He is admitted to the bar in New York, New Jersey and the District of Columbia.
He received his undergraduate degree from Columbia College in 1984 and his JD
from Columbia University Law School in 1988. He was an associate at Orrick,
Herrington & Sutcliffe from 1988 through 1991, at Mudge Rose Guthrie Alexander &
Ferdon from 1991 through 1995, and has practiced law at Camhy Karlinsky since
1995. He specializes in corporate and securities law.
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SHERRY TURKLE, age 52. Professor Turkle will be appointed to serve as a director
and officer of the Company by the present board of directors upon consummation
of the Merger. She served from 1991 through 1999 as Professor of the Sociology
of Science at the Massachusetts Institute of Technology. From 1999 to the
present she has served as the Abby Rockefeller Mauze Professor in the Program in
Science, Technology, and Society. She has published books and articles on a
variety of subjects and is a frequent speaker on the digital revolution.
BARRY ROMERIL, age 56. From 1993 through the present, Mr. Romeril has served as
the Chief Financial Officer of Xerox Corporation. In April 1999, he was elected
to the Board of Directors of Xerox and was named its vice chairman. Mr. Romeril
is responsible for all finance, treasury, tax and audit aspects of Xerox as well
as its internal services and real estate operations. In addition, he is
responsible for Xerox Technology Enterprises, which oversees emerging
businesses; the company's intellectual property unit; and Xerox Engineering
Services.
PROPOSED TRANSACTION INVOLVING NOMINEE
Verus International Limited ("Verus") is expected to purchase an
undetermined number of shares of the Company, either directly or through its
subsidiaries or affiliates, as of the closing of the Merger. Verus is
represented on the board of directors of the Company by Mr. Joel Dumaresq, and
will be represented by Mr.
Dumaresq on the Company's board of directors following the Merger.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of beneficial ownership
("Forms 3") and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company ("Forms 4"). Officers, directors, and
greater than 10% shareholders of the Company are required by SEC regulations to
furnish to the Company copies of all Section 16(a) reports that they file. To
the Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company, all Section 16(a) filing requirements applicable to
its officers, directors, and greater than 10% beneficial owners were complied
with for the year ended December 31, 1999.
EBONY & GOLD VENTURES, INC.
By Order of the Board of Directors
/s/ Joel Dumaresq
PRESIDENT
