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 earliest event reported, August 14, 2000
VINEX WINES, INC.
Nevada 000-29155 88-0350345
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(State of Incorporation) (Commission File Number) (IRS I.D. Number)
11 East 44th Street, Suite 504, New York, New York 10017
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(Address of principal executive offices)(Zip Code)
(212) 953-1121
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(Registrant's telephone number, including area code)
Peppercorn Industrial Corporation
2102 N. Donner Avenue
Tucson, Arizona 85749
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(Former name or address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 1. Changes in Control of Registrant.
Pursuant to an Agreement and Plan of Merger dated as of June 12, 2000 (the
"Agreement") by and between Peppercorn Industrial Corporation(the "Corporation")
a Nevada corporation, with offices at 2012 N. Donner Avenue, Tucson, Arizona
85749, and Vinex Wines, Inc., a Delaware corporation with offices at 11 East
44th Street, Suite 504, New York, New York 10017 ("Vinex"), Vinex was merged
with and into the Corporation in consideration of the issuance to the Vinex
Shareholders of 5,000,000 shares of the Corporation's common stock (the
"Corporate Shares") on the basis of 1/5th of a Corporate Share for each of the
25,000,000 outstanding shares of Vinex. Pursuant to the Agreement, the
Corporation changed its name to Vinex Wines, Inc.
Immediately after the closing, a total of 6,000,000 shares of the Corporation's
common stock were issued and outstanding. The 5,000,000 Corporate Shares issued
to the Vinex Shareholders represent approximately 83.33% of the Corporation's
issued and outstanding shares of common stock. Hence, the Vinex Shareholders
have effective control of the Corporation. The Corporate Shares have not been
registered under the Securities Act of 1933, as amended (the "Act"). The
Corporate Shares were issued under an exemption from registration pursuant to
Section 4(2) of the Act. The Corporate Shares are deemed "restricted" securities
under the Act, and may not be sold or transferred other than pursuant to an
effective registration statement under the Act or any exemption from
registration requirements of the Act.
Pursuant to the Agreement, and by Written Consent of a Majority of the
Shareholders of the Corporation dated as of the closing of the Agreement, the
Corporation's existing Board of Directors resigned and Michael Graye was
appointed to the Corporation's Board of Directors. In addition, Mr. Graye was
elected to serve as President and Secretary and Mr. Charles Hong Lee was elected
to serve as Vice President. Accordingly, the Corporation's current directors and
officers are set forth in the following table:
NAME POSITION
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Michael Graye President, Secretary and Director
Charles Hong Lee Vice President
The registrant is not aware of any arrangements that may result in a change in
control subsequent to the date hereof.
At the present time the registrant does not have any substantial business
activities. It is presently negotiating for the acquisition of wine processing
companies outside of the United States.
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Item 7. Financial Statements and Exhibits
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of July 12, 2000 by and
among Peppercorn Industrial Corporation (the "Corporation" or
the "Registrant"),a Nevada corporation, and Vinex Wines, Inc.,
a Delaware corporation ("Vinex").
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Vinex Wines, Inc.
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(Registrant)
Dated: August 17, 2000
By:
Michael Graye, President
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