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 29, 1999
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
(Exact Name of Company as specified in its charter)
NEVADA 000-12761 88-0180496
(State of Incorporation) (Commission file No.) (IRS Employer
ID Number)
970 E. Main Street, Suite 200, Grass Valley, CA 95945
(Address of Principal Offices)
Company's telephone number: (916)-477-5961
ITEM 5. REVERSE STOCK SPLIT.
On April 13, 1999, the Company effected a one-for-twelve reverse stock
split ("Reverse Split") of the Company's Common Stock. Prior to the Reverse
Split, the Company had a total of 10,000,000 authorized shares of Common Stock,
having a par value of $.001 per share. After the Reverse Split, the Company
still had authorized 10,000,000 shares of Common Stock having a par value of
$.001 per share. As a result of the Reverse Split, the Company issued one (1)
share of Common Stock in exchange for every twelve (12) shares of Common Stock
issued and outstanding immediately prior to the effective date of the Reverse
Split. There was no provision pursuant to which only money was paid or scrip was
issued to stockholders of the Company who were otherwise entitled to a
fractional share by reason of the Reverse Split. Each fractional share created
as a result of the Reverse Split was rounded up to the nearest whole share of
Common Stock. The approval of the stockholders of the Company was not required
for the Reverse Split.
EXHIBIT 10.1 Certificate of Reverse Stock Split dated April 13, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Brush Creek Mining and Development Co., Inc.
Date: April 29, 1999
By: /S/ JEFFERSON A. BOOTES
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Jefferson A. Bootes, President
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Certificate of Reverse Stock Split dated April 13, 1999
CERTIFICATE OF REVERSE STOCK SPLIT
FOR
BRUSH CREEK MINING AND DEVELOPMENT CO., INC.
The undersigned, being the duly elected President and Secretary of
BRUSH CREEK MINING AND DEVELOPMENT CO., INC. (the "Corporation"), a Nevada
corporation, hereby certifies for the purposes of Nevada Revised Statutes 78.209
as follows:
1. At a meeting of the Board of Directors of the Corporation held on
March 30, 1999, the Board of Directors of the Corporation approved at one for
twelve reverse stock split (the "Reverse Split") of the Corporation's
authorized, issued and outstanding common stock, par value $0.001 per share
("Common Stock").
2. The total number of authorized shares of Common Stock before the
effective date of the Reverse Split was ten million (10,000,000) shares, having
a par value of $0.001 per share.
3. The total number of authorized shares of Common Stock after the
effective date of the Reverse Split shall be ten million (10,000,000) shares,
having a par value of $0.001 per share.
4. The Corporation shall issue one (1) share of Common Stock in
exchange for every twelve (12) shares of Common Stock issued and outstanding
immediately prior to the effective date of the Reverse Split.
5. The is no provision pursuant to which only money will be paid or
scrip will be issued to stockholders of the Corporation who would otherwise be
entitled to a fractional share by reason of the Reverse Split. Each fractional
share created as a result of the Reverse Split shall be rounded up to the
nearest whole share of Common Stock.
6. The approval of the stockholders of the Corporation is not required
for the Reverse Split.
8. The Reverse Split shall be effective upon the filing of this
Certificate.
Dated April 13, 1999.
/S/ JEFFERSON A. BOOTES
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Jefferson A. Bootes, President and Secretary
State of Florida
County of Orange
The foregoing instrument was acknowledged before me this 13th day of
April 1999, by Jefferson A. Bootes, as President and Secretary of Brush Creek
Mining and Development Co., Inc., a Nevada corporation, on behalf of the
corporation, who is personally known to me and who did not take an oath.
/S/ JANE A. WALKER
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Notary Public, State of Florida
