SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 19, 1998
AMERICAN MILLENIUM CORPORATION, INC.
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(Exact Name of Registrant as Specified in Charter)
NEW MEXICO 000-10841-D 85-0273340
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
29425 COUNTY ROAD 561, TAVARES, FLORIDA 32778
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (352) 742-5010.
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ITEM 5. OTHER EVENTS
Return of Stock Certificates to Treasury and Change in
Company's Shares Outstanding
At a special meeting of the Board of Directors of American Millennium
Corporation, Inc. on November 19, 1998, a resolution was enacted effecting the
cancellation of certain shares of the common stock of the Company. As was
reported in a filing with the Securities and Exchange Commission dated June 9,
1998, and in the Company's Form 10-KSB filed on November 13, 1998, under an
Agreement and Plan of Merger dated May 27, 1998, the Company merged with
American Millennium Corporation (AMC), a subsidiary of which the Company owned
approximately an 80% interest, with the parent as the surviving corporation.
Upon completion of the merger, the Company changed its name to American
Millennium Corporation, Inc. The merger was accomplished by a one-for-one
exchange of stock between the two companies. The 8,000,000 shares of AMC stock
owned by the Company were exchanged for the Company's own shares which were
returned to the treasury and reflected on the balance sheet as treasury stock at
July 31, 1998. On November 19, 1998, these shares were cancelled.
Additionally, as was reported in the Company's Form 10-KSB filed on November 13,
1998, reference was made to an Agreement to Rescind Contract for Deed, as well
as an Agreement to Rescind Contract which were both outlined in Note 4, Related
Party Transactions, within the Notes to Financial Statements. The terms of those
agreements provided for the return of 2,000,000 shares of the Company's common
stock to the Company, which has been effected. On November 19, 1998, these
shares were cancelled.
Also, a Consultant Services Plan described in Form 10-KSB filed on November 13,
1998, between the Company and the president of Grant Douglas Publishing was
terminated on October 21, 1998, and a negotiated agreement provided for the
return of 297,500 shares of stock out of the total 425,000 shares issued. As of
the date of this filing, 100,000 shares have been returned and cancelled,
leaving 197,500 shares remaining to be returned for cancellation.
The events as described above resulted in the cancellation of 10,100,000 shares
of the Company's common stock. Therefore, the number of shares outstanding of
the Company's common stock as of November 10, 1998, of 23,728,422 as reported in
Form 10-KSB filed on November 13, 1998, has been reduced by 10,100,000 shares.
Subsequent to this reduction, the number of shares outstanding of the Company's
common stock as of November 20, 1998, is 13,628,422.
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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.
AMERICAN MILLENIUM CORPORATION, INC.
By: /s/ JAMES C. STATHAM
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Date: November 20, 1998 James C. Statham
President, Director, Chief
Operations Officer
