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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
April 11, 1997
Date of Report
(Date of Earliest Event Reported)
KARA INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 002-97690-D 87-0421191
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
897 South Artistic Circle
Springville, Utah 84663
(Address of Principal Executive Offices)
(801)489-3238
Registrant's Telephone Number
9005 Cobble Canyon Lane
Sandy, Utah 84093
(Former Name or Former Address if changed Since Last Report)
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Item 1. Changes in Control of Registrant.
(a) On April 10, 1997, the Board of Directors of the Registrant
adopted, ratified and approved a resolution to issue 4,000,000 post-split (see
Item 5 below respecting a reverse split of the outstanding voting securities
of the Registrant [all computations herein reflect such reverse split])
"unregistered" and "restricted" shares of its one mill ($0.001) par value
common voting stock to David N. Nemelka, in consideration of the sum of
$20,000 paid by personal check of Mr. Nemelka. The issuance of these
securities was subject to the filing of a Certificate with the Secretary of
State of Nevada, respecting such reverse split; this Certificate was filed on
April 11, 1997. See Item 7.
The former principal stockholders of the Registrant and their
percentage of ownership of the outstanding voting securities of the
Registrant prior to the adoption of the resolution were, to-wit:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
David C. Merrell President and 393,864* 70%
9005 Cobble Canyon Ln. Director
Sandy, Utah 84093
Michael C. Brown Secretary/Treasurer 54,000 9.6%
2159 Alta Cove Cr. and Director
Sandy, Utah 84093
* Of this amount, 327,808 shares are held in the name of
Chiricahua Company, a sole proprietorship owned by David C.
Merrell, and 16,056 shares are held in the name of Corie
Merrell, who is the wife of David C. Merrell.
Mr. Nemelka used his personal funds to purchase these securities;
and the basis of the "control" by Mr. Nemelka is stock ownership. See the
table below under Paragraph (b) of this Item.
(b) The following table contains information regarding
share holdings of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Registrant's
common stock, after taking into account the adoption of the resolution to
issue 4,000,000 "unregistered" and "restricted" shares to Mr. Nemelka:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
David N. Nemelka President, 4,000,000 87.7%
897 S. Artistic Circle Director and
Springville, Utah 84663 Stockholder
David C. Merrell Stockholder 393,864* 8.6%
9005 Cobble Canyon Ln.
Sandy, Utah 84093
All officers and directors
as a group (1) 4,000,000 87.7%
Item 2. Acquisition or Disposition of Assets.
Except as indicated under Item 1, none; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
Effective April 11, 1997, the Registrant's outstanding common voting
stock was reverse split on a basis of one for five, while retaining the
authorized shares at 50,000,000 and the par value at $0.001, with appropriate
adjustments in the stated capital and additional paid in capital accounts of
the Registrant. A copy of the Certificate respecting this reverse split which
was filed with the Secretary of State of Nevada on April 11, 1997, is attached
hereto and incorporated herein by reference. See Item 7.
Item 6. Resignations of Directors and Executive Officers.
Effective April 11, 1997, David C. Merrell and Michael C. Brown
resigned as directors and executive officers of the Registrant, in seriatim,
and David N. Nemelka was designated as the sole director, President and
Secretary.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
Certificate Respecting Reverse Split 3
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Change in Fiscal Year.
None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
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 hereunto duly authorized.
KARA INTERNATIONAL, INC.
Date: 4/28/97. By /s/ David N. Nemelka
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President, Secretary and Director
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CERTIFICATE OF KARA INTERNATIONAL, INC.,
A NEVADA CORPORATION,
PURSUANT TO SECTION 78.207(4) OF THE
NEVADA REVISED STATUTES
FIRST: The name of the corporation is Kara International, Inc.
(the "Company").
SECOND: On April 9, 1997, the Board of Directors of the Company
and the majority stockholder unanimously consented to a reverse split of the
Company's outstanding common stock in the ratio of one new share for every
five shares outstanding as of the date of filing of this Certificate, with
fractional shares being rounded up to the next whole share, while retaining
the current authorized shares and par value, with appropriate adjustments to
the additional paid in capital and stated capital accounts of the Company.
THIRD: The number of authorized shares and the par value of the
Company's common stock immediately before the above-referenced resolutions
were 50,000,000 shares at one mill ($0.001), respectively.
FOURTH: The number of authorized shares and the par value of the
Company's common stock immediately after the above-referenced resolutions were
50,000,000 shares and one mill ($0.001), respectively.
FIFTH: The number of shares of the Company's common stock to be
issued after the reverse split in exchange for each pre-split share of common
stock is 1/5 of one share.
SIXTH: No fractional shares will be issued as a result of the
reverse split. There is no provision for the payment of money or the issuance
of scrip to stockholders otherwise entitled to a fraction of a share as a
result of the reverse split.
SEVENTH: The approval of the affected stockholders is not
required and has not been sought; however, persons who own a majority of the
outstanding voting securities of the Company have adopted, ratified and
approved the reverse split.
EIGHTH: The above-referenced resolutions will be effective as of
the date of filing of this Certificate with the Secretary of State of the
State of Nevada.
IN WITNESS WHEREOF, the undersigned executive officers of the
Company hereby execute this Certificate on the 10th day of April, 1997.
/s/ David C. Merrell,
President
/s/ Michael C. Brown,
Secretary/Treasurer
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
David C. Merrell and Michael C. Brown, hereby acknowledge that
they are the President and Secretary/Treasurer, respectively, of Kara
International, Inc., that they have read the foregoing information, and of
their personal knowledge, represent and warrant that such information is true
and correct in every material respect.
/s/ David C. Merrell
/s/ Michael C. Brown
Subscribed and sworn to before me this 10th day of April, 1997.
/s/ Sheryl Ross
NOTARY PUBLIC
