SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
of 1934.
Date of Report (Date of earliest event reported): October 10, 1997.
ENERGY OPTICS, INC.
(Exact name of registrant as specified in its charter)
NEW MEXICO 0-10841 85-0273340
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
29425 C.R. 561, Tavares, Florida 32778
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (352)742-5010.
N/A
(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets.
On October 10, 1997, the Company finalized an agreement that
amended the stock and asset purchase agreement of August 20, 1997,
whereby the Company effected the purchase of certain assets.
Inclusive in the closing agreement is reference to the specific
number of shares paid to certain individuals and businesses in
direct payment to them in the Company's stock in exchange for their
particular ownership interest in various assets as per description
in the agreement. Among the schedule of companies and individuals
to be paid by issuance of the Company's Stock are Global
Investments, Ltd., which received 1,591,100 shares of the Company's
common stock in exchange for an interest it had in certain real
estate and other assets. Additionally, Harto, Ltd., received
2,387,495 shares of the Company's stock in exchange for stock it
owned or was assigned for its pro rata ownership of Lean Protein
Foods, Inc., of which the Company acquired an 80% ownership as
described in the agreement. Lean Protein Foods, Inc. Is a
specialty food processing and marketing company that owns 100% of
the authorized stock of Wildwood Ostrich Ranch, Inc., which is in
the business of growing ostrich for Lean Protein Foods, Inc. to
utilize in its meat processing and marketing operation.
On October 9, 1997, the Company entered into an agreement for sale
of stock whereby the Company acquired 80% stock ownership of
American Millennium Corporation ("AMC") in exchange for 5,100,000
shares of the Company's stock. AMC develops and markets various
wireless telecommunication devices for remote monitoring of
railcars, ships and other cargo transportation companies. It also
has proprietary technology and intellectual property concerning
wireless paging and other wireless technology applications.
Various principals and stock holders of AMC received 343,717
shares of the Company's common stock. Global Investments, Ltd.,
received 2,472,207 shares of the Company's common stock and Mali-
Suisse Mining Holdings, S.A. received 2,193,076 shares of the
Company's stock.
On October 10, 1997, the Company entered into an agreement for sale
of stock whereby the Company acquired 20% of the authorized shares
of Microgravity Aviation Company, Inc. from Harto, Ltd., in
exchange for 1,000,000 shares of the Company's common stock.
Microgravity Aviation Company has contracted to lease a specially
equipped DC-9 aircraft for the purpose of offering simulated
weightlessness conditions for microgravity research initiated by
industry and universities, movie and film studio companies, and for
a weightless flight experience as part of a comprehensive
commercial astronaut training and educational program.
ITEM 7. Financial Statements and Exhibits.
EXHIBIT INDEX
Item 601 Regulation SB Item Description Location
Number
4 Articles of Incorporation, Incorporated by
including amendments reference to
Commission File
Number 0-10841
4 Bylaws Same as above
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
On October 10, 1997, the Company entered into agreements to issue
a total of 9,643,878 shares of common stock for various
acquisitions under Regulation S, with additional details about the
transactions described above.
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.
ENERGY OPTICS, INC. ("Registrant")
By:
James C. Statham
Its: President
Date: October 24, 1997
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.
ENERGY OPTICS, INC. ("Registrant")
By: /s/ James C. Statham
James C. Statham
Its: President
Date: October 24, 1997
