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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 18, 1996
Date of Report (date of earliest event reported)
CAPITAL 2000, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 33-11062-D 84-1049047
(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
Level 17 109 Pitt Street
Sydney NSW 2000 Australia
(Address of Principal Executive Offices
Including Zip Code
011-612-231-0717
(Registrant's Telephone Number,
Including Area Code)
P.O. Box 460363
Aurora, Colorado 80015
(Former Name or Former Address if Changed
Since Last Report)
Page 1 of 3 pages.
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Item 1. Change in Control of Registrant.
On October 18, 1996, in accordance with the terms of the Share Purchase and
Reorganization Agreement, as amended (the "Agreement"), investors led by Deem
Securities Limited, an Australian company, purchased 1,490,000 shares of common
stock (the "Common Stock") of Capital 2000, Inc., a Colorado corporation (the
"Company"), which represents approximately 78% of the outstanding Common Stock.
The shares of the Common Stock were purchased from the two major shareholders,
Timothy J. Brasel and Dr. Paul H. Dragul, or their affiliates (the
"Shareholders"), for $133,600. The resulting majority shareholder, Ilmington
Investments Limited ("Ilmington"), a British Virgin Islands company, which holds
970,000 shares of the Common Stock, used corporate funds to purchase its shares.
The terms of the Agreement also provide Ilmington an option to purchase
approximately 200,000 shares of the Common Stock from the Shareholders at a
purchase price per share of US$4.00 (the "Option"). The Option expires on
December 15, 1996.
The Agreement also provides that the Company will register on behalf of the
Shareholders approximately 200,000 shares of the Common Stock when the Company
effects its first selling shareholder registration statement.
In accordance with the terms of the Agreement, Timothy J. Brasel resigned as the
sole officer and director of the Company. The Company then appointed P. J.
Chapman, Dr. R. E. Edwards, R. N. Harris and Stanley Leo Carroll as the interim
board of directors. The Board appointed Dr. R. E. Edwards as President and P. J.
Chapman as Vice President and Secretary.
The Company also entered into a Sale of Business Agreement (the "Sale
Agreement") to acquire all assets relating to the cold vaporization purification
technology from Rainpure Pty. Ltd., an Australian company ("Rainpure").
Rainpure's business centers on the manufacture, distribution and sale of a
product line of water purification units utilizing patented cold vaporization
purification technology. Currently, the main production facility is located in
Anson, Korea, producing water purification units for the office environment. The
product line also includes water purification units suitable for the home,
commercial and industrial markets. The closing of the Rainpure acquisition is
subject to the completion of certain requirements of the Sale Agreement.
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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.
Dated: November 1, 1996 Capital 2000, Inc.
By:/S/Peter Chapman
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Peter Chapman
Vice President and Secretary
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