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
September 6, 1999
Date of Report
(Date Of Earliest Event Reported)
U S Jet, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-8067-NY 84-1422609
(State or Other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
4685 South Highland Dr.
Suite 200
Salt Lake City, UT 84117
(Address of Principal Executive Offices)
Registrant's Telephone Number
801-274-1011
Item 1. Changes in Control of Registrant
On September 27, 1999, the Honorable Ronald Nehring of the Third District
Court, Salt Lake County, State of Utah, entered a Default Judgment for
Rescission in the matter of Jennifer Ngo v. U.S. Jet, Inc., Kenneth R. DeBree,
and Paul A. Price, Civil Number 990905347. See Exhibit EX-99.1. This Default
Judgment for Rescission was as a result of a Complaint being filed against
U.S. Jet, Kenneth R. DeBree and Paul A. Price on May 19, 1999, by the
Plaintiff, Jennifer Ngo, who is a shareholder of the Company, and who was an
officer and director of the public shell corporation of American Coal
Corporation, which merged with the private corporation U.S. Jet on August 14,
1998.
The Complaint requested that the Court rescind the merger between
American Coal Corporation and U.S. Jet, Inc., based upon fraudulent
misrepresentations and nondisclosure by U.S. Jet to the Plaintiff and to
American Coal Corporation. U.S. Jet did not file an answer to the lawsuit,
and on September 27, 1999, the Third District Court entered a Judgment
rescinding the AGREEMENT AND PLAN OF MERGER between American Coal and U.S.
Jet, Inc., restoring both companies to their status prior to the merger, and
ordering the parties to execute any documents necessary to restore themselves
to the positions they held prior to the AGREEMENT AND PLAN OF MERGER.
As a result of this Default Judgment for Rescission, the control of the
Company was restored to the officers and directors of the company of American
Coal Corporation existing immediately prior to the AGREEMENT AND PLAN OF
MERGER, which were Jennifer Ngo and Dannette Uyeda.
On September 27, 1999, Dannette Uyeda resigned as an officer and director
of the Company.
On September 28, 1999, the Company adopted, pursuant to a unanimous
consent, the following resolutions:
1.Changing the name of the Company back to American Coal Corporation, and
the address to 4685 South Highland Drive, Suite 202, Salt Lake City, Utah
84117;
2.Directing the transfer agent to change all stock certificates
reflecting the change of the name of the Company back to American Coal
Corporation.
3.Directing the transfer agent to cancel any shares in the hands of
parties who directly received shares pursuant to the AGREEMENT AND PLAN OF
MERGER, and to cancel any shares that were improperly issued between August
14, 1998 and September 27, 1999;
4.Giving notice of the Default Judgment for Rescission to US Jet, the
Securities and Exchange Commission, the Company's shareholders and other
necessary parties.
On October 6, 1999, the Company directed the transfer agent to cancel the
shares as set forth in Exhibit Ex-99.2, as they were received pursuant to the
AGREEMENT AND PLAN OF MERGER. Certificate numbers 10102 and 10103 were
canceled as they were improperly issued by the Company, without consideration,
to affiliates of the Company to replace shares that were transferred by the
affiliates to a party who was asserting legal claims against the Company and
the affiliates.
The cancellation of the shares set forth above effectively removed
shareholder control from Paul A. Price and Kenneth R. DeBree. Following the
cancellation of these shares, the following shareholders control more than 5%
of the total issued and outstanding shares of the Company:
<TABLE>
<CAPTION>
<S> <C> <C>
Shareholder Number of shares Percentage
Aer Turas Teornata 800,000 16.3
C/O PJ Cousins, Chief Executive
European Aircraft Sourcing & Service 800,000 16.3
C/O Donald B. Patch Borntal
Michael Angelo Jewelers, LLC 500,000 10.2
Oxford First Capital, LLC 300,000 6.0
</TABLE>
Item 2. Acquisition or Disposition of Assets
As set forth in Item 1, the merger between the American Coal Corporation
and U.S. Jet was rescinded on September 27, 1999, restoring the parties to the
positions they held immediately prior to the AGREEMENT AND PLAN OF MERGER.
American Coal Corporation was a dormant shell corporation, with $0.00 assets
and $0.00 liabilities at the time of the AGREEMENT AND PLAN OF MERGER.
Accordingly, the Company presently has $0.00 assets and $0.00 liabilities, and
all of the assets that were held by the Company between August 14, 1998 and
September 27, 1999 are in the hands of the private company, U.S. Jet.
The Company is unable to state the dollar amount of assets that were
transferred out of the Company back to U.S. Jet as of September 27, 1999,
because: (1) U.S. Jet has not transferred the books and records of the Company
to the Company's offices; and (2) the Company did not file any reports with
the Securities and Exchange Commission since the date of the rescinded merger.
Item 4. Changes in Registrant's Certifying Accountant
At the time of the merger between American Coal Corporation and U.S. Jet,
Inc., the Company's certifying accountant was Rex Anderson. It is unknown
whether U.S. Jet used Mr. Anderson or a different accountant between the date
of the merger and September 27, 1999, because: (1) U.S. Jet has not
transferred the books and records of the Company to the Company's offices; and
(2) the Company did not file any reports with the Securities and Exchange
Commission since the date of the rescinded merger.
Nevertheless, the Company intends to continue using Rex Anderson as its
certifying accountant, and is presently working with Mr. Anderson to bring the
Company's reports with the Securities and Exchange Commission current.
Item 5. Other Events
The Company is involved in litigation in the Third District Court, Salt
Lake County, State of Utah, in the matter of Jennifer Ngo v. U.S. Jet, Inc.,
Kenneth R. DeBree, and Paul A. Price, Civil Number 990905347. This
litigation resulted in a Default Judgment for Rescission being granted on
September 27, 1999, rescinding the AGREEMENT AND PLAN OF MERGER between
American Coal Corporation and U.S. Jet, Inc. Since the date of the Default
Judgment for Rescission, Kenneth DeBree has filed a Motion to Set Aside the
Default Judgment. Mr. DeBree improperly filed the Motion, as he is unable to
represent U.S. Jet, Inc., because in the present action, corporations must be
represented by an attorney licensed and in good standing in the State of Utah,
The Company will vigorously defend against this Motion and any further
attempts by Mr. DeBree to regain control of the Company.
Item 6. Resignations of Registrant's Directors
As a result of this Default Judgment for Rescission, the control of the
Company was restored to the officers and directors of the company of American
Coal Corporation existing immediately prior to the AGREEMENT AND PLAN OF
MERGER, which were Jennifer Ngo and Dannette Uyeda.
On September 27, 1999, Dannette Uyeda resigned as an officer and director
of the Company.
/S/
_____________________________
Jennifer Ngo
President, American Coal Corporation
Michael L. Labertew - 5501
Attorney for Plaintiff
4685 South Highland Drive #202A
Salt Lake City, Utah 84117
Telephone: (801) 363-3555
IN THE THIRD DISTRICT COURT
SALT LAKE COUNTY, STATE OF UTAH
______________________________________________________________________________
)
JENNIFER NGO, DEFAULT JUDGMENT FOR
) RESCISSION
Plaintiff,
)
vs. Civil No. 990905347
)
US JET, INC., a Nevada corporation, KENNETH Judge Leslie Lewis
R. DEBREE, an individual, and PAUL A. PRICE, )
an individual,
)
Defendants.
______________________________________________________________________________
Based upon the Certificate of Default entered by the Clerk of the Court
with regards to Defendant US Jet, Inc., the Court's review of Plaintiff's
Verified Complaint regarding the grounds for jurisdiction and for rescission,
the Motion for Default Judgment, and good cause appearing,
IT IS HEREBY ORDERED that under Plaintiff's Sixth Cause of Action:
1. The AGREEMENT AND PLAN OF MERGER between American Coal and
Defendant US Jet, Inc., dated August 14, 1998, is hereby rescinded, with both
companies being restored to their status prior to the merger;
2. The parties and American Coal are ordered to execute any documents
necessary to restore themselves to the position they held prior to the
execution of the Agreement.
DATED this 27TH day of September, 1999.
THIRD DISTRICT COURT
/S/
________________________________________
RONALD NEHRING
<TABLE>
<CAPTION>
Shares of US Jet to be canceled:
Cert. # No. Of Shares Shareholder
<S> <C> <C>
10102 250,000 Price Family Limited Partnership
10194 3,312,000 Kenny Debree
10098 4,748,000 Kenneth R Debree
10103 250,000 Kenneth R Debree
10097 300,000 Kenneth R Debree Trustee
10006 300,000 Bill Markovich Jr
10007 200,000 William L Hegland
10008 180,000 Leonard W Burningham, Esq
10009 50,000 Johnny C Chao
10010 50,000 Jean P Debree
10011 320,401 Nicholas J Julian
10012 300,000 Justeene Blankenship
10013 75,000 John Michael Coombs, Esq
__________
10,435,401 Total
</TABLE>
