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: April 30, 1999
COLORADO GOLD & SILVER, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-12139 82-0379959
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10200 W. 44th Avenue, #400, Wheat Ridge, CO 80033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 446-9898
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrants Certifying Accountant
None.
Item 5. Other Events
A. On November 28, 1998, the Company canceled a Plan and Agreement of
Reorganization with Contract Power, Inc. for non-performance.
B. The Company subsequently attempted to negotiate a Share Exchange
Agreement with shareholders of Progressive Telecommunications
Corporation (PTC), subject to receipt of shareholder consent by PTC
shareholders and subject to several conditions including payment of a
deposit and due diligence review. The contract was never finalized, and
the conditions precedent could not be met and negotiations were
terminated.
C. New Business Focus. The Company has ceased all efforts within the
mining and minerals industry. The Company has determined that it will
seek an acquisition or merger within the Internet-related industry, and
that it will make no further efforts within the mining or minerals
industry. The Company has no expertise in Internet-related matters and
has no capital at this time. The Company has no revenues whatsoever at
this date.
The Company will pursue the acquisition of development stage
Internet-related companies and technologies. It is not anticipated that
any of the companies acquired will have significant operating or
financial histories and, in all likelihood, will be unprofitable with
significant losses and negative shareholders equity. If technology is
acquired, it most likely will be development stage with little or no
revenue and no history of sales.
The Company would intend to be an "incubator" of such Internet-related
endeavors to take them into the stage of marketing and an attempt to
generate revenue.
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At this time, management has no expertise in Internet-related
technology or marketing Internet-related matters and will be in
competition with numerous larger competitors for management and
technical expertise.
Shareholders may not be afforded a vote on the companies acquired or
upon technologies acquired, and the Company does not intend to seek
shareholder approval for acquisitions within such business areas,
unless required to do so if it were ever to achieve an exchange
listing.
The Company has no funds or source of funds to accomplish such new
business plan, and there is no assurance any funds will be available
from any source, debt, or equity to facilitate even a portion of such
business plan. The Company will ask shareholders to approve a change of
name.
D. Contemplated Reverse Split. The Company contemplates up to a one for
200 share reverse split to be effected through a Special Meeting of
Shareholders. The Board of Directors has approved a resolution for the
reverse split to be submitted to shareholders.
E. The Company has settled, as of March 31, 1999, debts to officers of
$1,560,922 for cash advances in consideration of $25,000 cash and a
note for $75,000 payable over twelve months in quarterly installments
without interest.
F. The Company has issued additional shares of common stock (35,782,600
shares) for consideration of services rendered in the reorganization,
settlement of debt, and preparation of the SEC reports to bring the
Company current.
Item 6. Resignation of Directors and Appointment of New Directors
Two new directors have been appointed to the Board of Directors
effective April 20, 1999. They are:
Reginald Troy Green, age 45. Mr. Green has been co-owner and operator
of Green's B&R Enterprises, a wholesale donut baker, since 1983. He has been an
active investor in small capital public company since 1987. He is a director of
Kimbell deCar Corporation since November 1998 and is a Director of Dynadapt
System, Inc.
Robert E. Clautice, age 69, has been an independent consultant from 1992 to
present in computer related matters. Mr. Clautice has a B.S. in Physics (1961)
from the University of Maryland and has studied for and completed the
requirements of a Master of Science from the University of Colorado and
anticipates graduation in the next quarter. Mr. Clautice has substantial
programming and data recording experience. Mr. Clautice has been an adjunct
professor at Red Rocks Community College and Arapahoe Community College from
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1994 to present, teaching Computer Science and Programming classes.
Item 7. Financial Statements, Pro Forma Financial Statements & Exhibits
a. None
b. Exhibits
None
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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 thereunto duly authorized.
Date: April _____, 1999 Colorado Gold & Silver, Inc.
/s/ M. Coke Reeves
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President
