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 (Date of earliest event reported): October 30, 2000
Conservation Anglers Mfg., Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-30587 23-3030650
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11863 Wimbledon Circle, #418, Wellington, FL 33414
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 389-6725
First Philadelphia Capital Corp.
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the registrant occurred on October 30, 2000
pursuant to the terms and conditions of an Acquisition Agreement and
Plan of Merger (the "Agreement") dated September 14, 2000 between
First Philadelphia Capital Corp., a Delaware corporation (the
"Company") and Conservation Anglers Manufacturing, Inc., a Florida
corporation ("CAM"), which provided for the merger of CAM with and
into the Company as the surviving entity, pursuant to a tax-free
reorganization in accordance with Section 354 and 368 of the
Internal Revenue Code of 1986, as amended.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
The Company entered into the Agreement with CAM on September 14,
2000, whereby CAM has merged into the Company and the Company has
changed its name to Conservation Anglers Mfg., Inc. Pursuant to the
terms of the Agreement, each common share of CAM was converted into
4700 common shares of the Company. A total of 1000 shares of common
share of CAM was converted into 4,700,000 restricted common shares
of the Company. In addition the Company has accepted the return of,
and cancelled, 4,700,000 shares of Common Stock of the Company
issued to FS Capital Markets Group Inc.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
As a result of the Agreement, the Company has accepted the
resignation of Michael C.W. Tay, the Company's sole Director and
Officer, as of October 30, 2000, and appointed Soloman Lam as
President, Chief Executive Officer, Secretary-Treasurer and Chairman
of the Board of Directors. The letter of resignation of Mr. Tay
from both posts is attached hereto as Exhibit 17.0.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements.
The financial statements required to be filed pursuant to
this item will be filed by amendment no later than 75 days
from the date of closing, October 30, 2000.
(b) Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
2.0 Acquisition Agreement and Plan of
Merger*
3.1 Certificate of Merger
17.0 Letter on Director Resignation
99.0 Consulting Agreement
</TABLE>
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* Omitted schedules and similar attachments to this exhibit
that are listed and briefly identified will be furnished
supplementally to the Securities and Exchange Commission upon
request.
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.
Conservation Anglers Mfg., Inc.
Date: November 1, 2000 By: /s/ Soloman Lam
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Soloman Lam, President, CEO
and Chairman of Board Directors
