As filed with the Securities Exchange Commission on October 6, 1999
U.S. 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
www.eBIZnet.com, Inc.
(Exact Name of Registrant as Specified in Charter)
FLORIDA September 29,
1999
(State or other jurisdiction of Date of Report
incorporation or organization) (Date earliest event
reported)
65-0725217
0-27191
(I.R.S. Employer File No.)
(Commission Identification No.)
1197 W. Newport Center Drive, Suite 1195
Deerfield Beach, Florida 33442
(Address of principal executive offices) (Zip Code)
(954) 570-9958 (954) 570-7873
Registrant's Telephone Number Telecopier
Please send copies of all correspondence to:
Samuel Goldfarb, Esq. Aronauer, Goldfarb, Sills & Re, LLP, 444
Madison Ave., NY, NY 10022
ITEM 5. OTHER EVENTS.
On September 29, 1999, the Secretary of the Corporation
received written consents purportedly signed by the holders of a
majority of the issued and outstanding common shares of the
Corporation, by which the signatories adopted resolutions removing
Garland E. Harris as a director, president and Chief Executive
Officer of the Corporation and as a signatory to the Corporation's
bank account. The resolutions have not been invalidated to date.
ITEM 7. EXHIBITS.
A. Letter dated September 29, 1999 from Willis Hale to
Rhonda Pruitt, Secretary of www.eBIZnet.com, Inc.
B. Action of the Majority of Shareholders of
www.eBIZnet.com, Inc. by Written Consent.
/s/ Rhonda Pruitt
Rhonda Pruitt
Secretary of the Corporation
EXHIBIT A
VIA HAND DELIVERY September 29, 1999
Ms. Rhonda Pruitt, Secretary
www.eBIZnet.com, Inc.
c/o 1207 West Hampton Boulevard
North Lauderdale, Florida 33068
www.eBIZnet.com, Inc.
Dear Ms. Pruitt:
In accordance with Sections 607.0704 and 607.0808 of the
Florida Statutes, enclosed herein are the original executed Written
Consents, effective September 25, 1999 (the "Consents") of the
Shareholders owning a majority of the issued and outstanding shares
of common stock of www.eBIZnet.com, Inc., a Florida corporation (the
"Company"). The Consents authorize the removal of Garland E. Harris
as a Director of the Company, the termination of Mr. Harris as the
President and Chief Executive Officer of the Company, and the
removal of Mr. Harris as an authorized signatory of the Company's
bank account(s), effective immediately.
Of the Company's 25,000,000 authorized shares of common
stock, par value $.001 per share, 7,573,200 shares of common stock
are issued and outstanding as of September 15, 1999 and as of the
date hereof. Of such issued and outstanding shares, 4,459,740
shares of common stock, or 58.9% are represented by the enclosed
Shareholder Consents.
Pursuant to Section 607.0704(3) of the Florida Statutes,
written notice must be given to those Shareholders who have not
consented in writing to the actions set forth in such Shareholder
Written Consents. Such Notice must be postmarked on or before
October 8, 1998. A form of Notice to the shareholders is enclosed
herein.
By delivery to you, the corporate Secretary of the Company,
of the enclosed Consents, you are hereby directed to place the
original executed Consents in the Company's minute book, and to
immediately turn over all of the corporate records and assets of the
Company to the undersigned, or the undersigned's designee.
Sincerely,
/s/ Willis Hale
Willis Hale
Exhibit B
ACTION OF
THE MAJORITY OF SHAREHOLDERS OF
WWW.EBIZNET.COM, INC.
BY WRITTEN CONSENT
The undersigned, comprising the majority of shareholders of
www.BIZnet.com, Inc., a Florida corporation (the "Company"), hereby
consent in writing, without a meeting, as of September 15, 1998,
pursuant to Section 607.0704 of the Florida Statues, to the following:
RESOLVED, that Garland E. Harris is hereby removed as a
Director of the Board of Directors of the Company, effective
immediately.
FURTHER RESOLVED, that Garland E. Harris is terminated as
President and Chief Executive Officer of the Company, and
from any other official capacity he may now hold with the
Company, effective immediately.
FURTHER RESOLVED, that Garland E. Harris is hereby removed,
as an authorized signatory on the Company's bank account(s),
and that Willis Hale, as Treasurer and Chief Financial
Officer of the Company is hereby directed and authorized to
notify each bank(s) of this termination of signatory privileges.
/s/ Willis Hale
(Signature)
First Financial (Print Name)
150,000 (No. Of Shares)
/s/ Michael Winkler
(Signature)
Michael Winkler (Print Name)
425,000 (No. Of Shares)
/s/ Russell Machover
(Signature)
Russell Machover (Print Name)
156,250 (No. Of Shares)
/s/ Marco Alfonsi
(Signature)
Marco Alfonsi (Print Name)
93,750 (No. Of Shares)
/s/ Sharleen B. Glass
(Signature)
Sharleen B. Glass (Print Name)
425,000 (No. Of Shares)
/s/ Frank Lambrecht
(Signature)
Frank Lambrecht (Print Name)
425,000 (No. Of Shares)
/s/ Shelley Smith
(Signature)
Shelley Smith (Print Name)
66,966 (No. Of Shares)
/s/ G. Salter
(Signature)
Wheatear Corp. (Print Name)
150,775 (No. Of Shares)
/s/ G. Salter
(Signature)
Brambling Co. (Print Name)
19,000 (No. Of Shares)
/s/ G. Salter
(Signature)
Wheatear Corp. (Print Name)
325,000 (No. Of Shares)
/s/ Steven Hirst
(Signature)
Hart Property (Print Name)
215,000 (No. Of Shares)
/s/ Jason Jobon
(Signature)
Hart Property (Print Name)
215,000 (No. Of Shares)
/s/ Allen Weinstein
(Signature)
Allen Weinstein (Print Name)
425,000 (No. Of Shares)
/s/ Crutchfields
(Signature)
Crutchfields (Print Name)
675,000 (No. Of Shares)
/s/ Dianne Williams
(Signature)
Dianne Williams (Print Name)
80,000 (No. Of Shares)
/s/ John Boudreau
(Signature)
John Boudreau (Print Name)
133,000 (No. Of Shares)
/s/ Yvonne Williams
(Signature)
Yvonne Williams (Print Name)
425,000 (No. Of Shares)
/s/ W. Allen Cochran
(Signature)
International Stock Exchange
75,000 (No. Of Shares)
/s/ Harold Rice
(Signature)
Harold Rice (Print Name)
200,000 (No. Of Shares)
