NESS ENERGY INTERNATIONAL INC /NV/
8-K, 2000-05-05
CRUDE PETROLEUM & NATURAL GAS
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                                  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): April 28, 2000

                         NESS ENERGY INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


   State of Washington           0-10301                 91-1067265
(State of incorporation)   (Commission File No.)     (IRS Employer
                                                      Identification No.)

                           4201 east I-20 Service Road
                            Willow Park, Texas 76087
               (Address of principal executive offices) (Zip code)

                                    No change
             (Former name or address, if changed since last report).

Item 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         On April 28, 2000,  Mr. Ivan Webb  announced his  resignation  as Chief
Financial  Officer and  Director of the  registrant.  Mr. Webb sited that he was
leaving to concentrate on other interests.

         Mr. Bob Lee has replaced Mr. Webb as Chief Financial  Officer.  Mr. Lee
received  his  Bachelor  of  Science  Degree  in  Accounting  from  Northwestern
Louisiana  State  University  in 1965.  He is  thirty-five  years  experience in
various  segments of the oil  industry.  He began his career at  Tenneco,  Inc.,
later joining  Amerada Hess  Corporation.  He served as  accounting  manager and
controller for the past eighteen years with Pride Companies in Abilene, Texas.

         The company is  currently  reviewing  replacements  for Mr. Webb on the
board of directors of NESS.

Item 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)      Financial Statements of Businesses Acquired.

                  None

(b)      Pro Forma Financial Information

                  None

<PAGE>

(c)      Exhibits

                  17.1 Letter re resignation of director.

                                   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.

                                                Ness Energy International, Inc.


Date: May 4, 2000                               By: /s/  Hayseed Stephens
                                                   -----------------------------
                                                         Hayseed Stephens
                                                         Chief Executive Officer
                                                         (Signature)

Date: May 4, 2000                               By: /s/  Bob Lee
                                                   -----------------------------
                                                         Bob Lee
                                                         Chief Financial Officer
                                                        (Signature)


                                INDEX TO EXHIBITS

         Exhibit No.                           Description
         -----------                           -----------
         17.1                          Letter re resignation of director




IW                                                                     Ivan Webb
- --------------------------------------------------------------------------------
                                                 P.O. Box 31, Cisco, Texas 76437
                                                            Phone: (254)442 3968
                                                              Fax: (254)442 3843


April 28, 2000



Board of Directors
Ness Energy International, Inc.
4201 I-20 East Service Road
Willow Park, Texas 76087

Gentleman:

I hereby respectfully tender my resignation as Chief Financial Officer and board
member of Ness Energy International, Inc.

As you are aware  circumstances have changed which have caused me to become more
involved in other projects  limiting my time for Ness. In light of this change I
will no longer be able to  perform  the duties as the CEO or as a  director.  My
resignation is to be effective immediately, however, I will be happy to visit or
answer  questions from Bob Lee, Weaver Tidwell and your attorneys  regarding the
preparation of the 1999 10-KSB or up coming SB2 filing.


Sincerely,



/s/  Ivan Webb
- --------------
     Ivan Webb




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