SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 9, 1998
Hallmark Properties, Inc.
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Exact Name of Registrant as Specified in its Charter)
Colorado 3-8819-D 84-1036901
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(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification
No.)
incorporation)
7810 W. 70th Drive
Arvada, Colorado 80004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(303) 901-4238
Not Applicable
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(Former Name, Former Address or Former Fiscal Year,
if Changed From Last Report)
<PAGE>
ITEM 1. CHANGE IN CONTROL
As of April 9, 1998 Louis Porter, then the president and a
director of the registrant, and James Porter, then the vice-
president, secretary and a director of the registrant, entered
into a private transaction by which they sold to Miles Wynn and
Robert Chester 35,000,000 shares of restricted Common Stock of
the registrant held by Louis Porter and James Porter. Louis
Porter and James Porter sold additional amounts of their shares
of restricted Common Stock held by them to several other
individuals, each of whom holds less than 5% of the outstanding
shares of Common Stock; such individuals are not related to one
another, to the knowledge of the registrant.
Following the sale, to which transaction the registrant was
not a party, Louis Porter and James Porter elected Miles Wynn and
Karen Bejarano to be directors of the registrant. Thereafter,
Miles Wynn became the president and Karen Bejarano became the
secretary of the registrant. Mr. Wynn was the original founder
and president of the registrant in 1986; Ms. Bejarano is his
sister. For further information about Mr. Wynn and Ms. Bejarano,
reference is made to the registrant's Form 10-KSB/A for fiscal
year ended March 31, 1997, which is filed with the Commission on
the same day this Form 8-K Report is filed.
The purchasers acquired the shares with their own personal
financial resources. The purchased shares are owned by the
purchasers; there are no pledge arrangements in place or
contemplated with respect to the purchased shares. There are no
arrangements or understandings among members of the former and
members of the new control groups and any of their associates,
with respect to the election of directors (other than the
election of Mr. Wynn and Ms. Bejarano, as disclosed above) or any
other matters.
As a result of the sale by the Porters, the security
ownership of the registrant by its officers and directors, by its
officers and directors as a group, and by persons holding 5% or
more of its voting securities (the Common Stock) is as follows:
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Amount and
Name and Address Nature of Percent
of Beneficial Beneficial of
Owner Ownership Class
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Karen J. Bejarano* -0- -0-
7810 W. 70th Drive
Arvada, CO 80004
Esther Entertainment, Inc. 21,500,000 51%
4415 Cahita Court
Denver, CO 80216
Miles D. Wynn* 29,000,000(1) 69%
4415 Cahita Court
Denver, CO 80216
Robert Chester 6,000,000 14%
1507 Macley Court
Kelowna, BC, Canada V1Y 9L6
Officers and directors 29,000,000 69%
as a group (two persons)
*Officers and directors.
(1) Includes 7,500,000 shares owned directly, and 21,500,000
shares owned by Esther Entertainment, Inc., a private corporation
controlled by Mr.. Wynn.
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 hereunto duly authorized.
HALLMARK PROPERTIES, INC.
Dated: May 26, 1998 By: s/ Miles Wynn
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MILES WYNN,
President
