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) March 31, 1998
ALEXANDER MARK INVESTMENTS (USA), INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-12122 84-0601802
(State of (Commission (IRS
Employer
Incorporation) File Number) Identification
No.)
17770 Preston Road, Dallas, Texas 75252
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (972) 733-
3005
<PAGE>
ITEM 1. Change of Control of Registrant
On March 31, 1998 Forsam Venture Funding, Inc. ("Forsam")
previous owner of a majority of the outstanding common stock of
the Registrant, entered into a conditional contract to sell
control of the Registrant to Jason Conway for an undisclosed
amount. The sale is conditional on shareholder approval of the
transaction. The Registrant is in the process of preparing the
documents for a shareholder meeting to be held at a date to be
announced later.
ITEM 2. Acquisition or Disposition of Assets
Simultaneous with this conditional sale Registrant entered into a
conditional purchase agreement with Third Planet Publishing,
Inc., a wholly owned subsidiary of Camelot Corporation a public
company, to purchase all right, title, and interest to the
VideoTalk [TM] product for $7,002,056 payable by the issuance of
common shares and preferred shares in the Registrant, and a
promissory note in the amount of $2,000,000. The purchase is
conditional upon the shareholders approving the transaction and
the previous change of control. VideoTalk is a complete hardware
and software system which, when connected to a multimedia PC,
enables full duplex video and audio conferencing over the
Internet. The VideoTalk unit includes a camera and a unique
proprietary plug-and-play add-in card requiring very low
processor power. VideoTalk does not require a sound card or
video capture card, and enables other processor intensive
programs to be run simultaneously on the PC. VideoTalk
incorporates leading edge audio and video compression technology
enabling connections over 28.8 kbps modems.
ITEM 7. Exhibits
(10) Material Contracts
a) VideoTalk Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
ALEXANDER MARK INVESTMENTS (USA), INC.
By: /s/ Daniel Wettreich
Daniel Wettreich
President
Dated: April 14, 1998
<PAGE>
Exhibit (10) a
