<PAGE> 1
UNITED STATES
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: October 18, 2000
QUEST NET CORP.
---------------
(Exact Name of Registrant as Specified in its Charter)
1250 EAST HALLANDALE BLVD.
SUITE 502
HALLANDALE, FL 33009
(Address of principal executive offices)
(954)-457-0900
Registrant's telephone number
PARPUTT ENTERPRISES, INC.
12835 E. ARAPAHOE ROAD
TOWER I, PENTHOUSE
ENGLEWOOD, COLORADO 80112
--------------------------------
(Former name and former address)
FLORIDA 000-24447 84-1331134
(State of Incorporation) (Commission File Number) (IRS Employer I.D. Number)
<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On October 16, 2000, Quest Net Corp. issued to James LLC 25,900,000 shares
of its common stock. The shares were issued as partial settlement of a lawsuit
that was filed against Quest on May 5, 2000 in the United States District Court,
Southern District of New York, by James LLC (Case No. 00 Civ. 3467). The lawsuit
stemmed from the sale of common stock to James LLC for $5,000,000. The lawsuit
alleged that the Company breached its contract of sale to James LLC by, among
other things, failing to register the common stock, and failing to pay
liquidated damages for the non-effectiveness of the registration statement.
James LLC demanded damages in excess of $5,000,000.
The terms of the settlement were submitted to the Court for a fairness
hearing pursuant to 15 U.S.C. Section 77(a)(10) and the Court approved the
Settlement. Pursuant to the terms of the Settlement, Quest issued 25,900,000
shares of its Common Stock to James LLC and a Promissory Note in the principal
sum of $3,500,000, maturing December 31, 20001, and bearing interest at the rate
of eight percent per annum. The Shares were issued under Section 3(a)(10) of the
Securities Act of 1933. On October 5, 2000, the date the Settlement Agreement
was executed, the Closing Price of Quest Common Stock was $.08.
Prior to the issuance of the James LLC Shares, Quest had an aggregate
of 24,004,309 shares of common stock issued and outstanding. Subsequent to the
issuance of the James LLC shares, Quest now has 49,904,309 shares issued and
outstanding. James LLC now owns 26,810,000 shares (53.7%) of Quest's issued and
outstanding common stock.
James LLC. is Cayman Island corporation whose address is c/o Citco
Trustees (Cayman) LTD., Corporate Centre, West, Bay Road, PO Box 31106 SMB,
Grand Cayman, Cayman Islands, BWI. Navigator Management Ltd., is the sole
director of and has voting control over James LLC. David Sims is the director of
and has voting control over Navigator Management Ltd.
No officer, director, or affiliate of James LLC. or Navigator
Management Ltd. is or has been an officer, director, or employee of Quest during
the past three years, or had any other relationship with Quest during such
period, other than as an investor.
2
<PAGE> 3
The following table sets forth the beneficial ownership of Quest common
stock as of October 18, 2000 as to (a) each person known to us who beneficially
owns more than 5% of the outstanding shares of our common stock; (b) each
current director and executive officer; and (c) all of our executive officers
and directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES % OF OUTSTANDING
OF BENEFICIAL OWNER OWNED BENEFICIALLY SHARES OF COMMON STOCK
------------------- ------------------ ----------------------
<S> <C> <C>
James LLC. 26,810,000 53.7%
C/o Citco Trustees (Cayman) LTD.
Corporate Centre, West
Bay Road, PO Box 31106 SMB
Grand Cayman, Cayman Islands, BWI.
David Block, Director 5,430 *
2999 NE 191st Street, PH-8 10,750
Aventura, Florida 33180
Charles Wainer, Officer & Director 410,000 *
2999 NE 191st Street, PH-8
Aventura, Florida 33180
All officers and directors 415,860 *
as a group (2) persons
</TABLE>
*Represents less than 1% of the outstanding shares of common stock.
o Except as indicated below, based on information provided by
such persons, the persons named in the table above have sole
voting power and investment power with respect to all shares
of common stock shown beneficially owned by them.
o Percentage of ownership is based on 49,904,309 shares of
common stock outstanding as of October 18, 2000, plus each
person's options that are exercisable within 60 days. Shares
of common stock subject to stock options that are exercisable
within 60 days of October 18, 2000 are deemed outstanding for
computing the percentage of that person and the group. Mr.
Wainer's holdings include options to purchase 50,000 shares of
common stock at $2.68 per share.
EXHIBITS
10.1 Consent Order and Settlement Agreement and Release
3
<PAGE> 4
SIGNATURES
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 officer.
QUEST NET CORP.
By /s/ Charles Wainer, President
-----------------------------
Date: October 18, 2000
4
