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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report Commission File No.
April 26, 1998 0-18049
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NEROX ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 911317131
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(State of incorporation or organization) (I.R.S. employer identification no.)
18400 Von Karman, Ste 600, Irvine, CA 92612-1514
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(Address of principal executive offices) (Zip Code)
(949) 955-0306
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(Registrant's telephone Number)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
No Change.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
No Change.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
No Change.
ITEM 5. OTHER EVENTS
AMENDMENT OF MARCH 6, 1998, S-8. The S-8, filed with the SEC on March
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6, 1998 has been Amended as followed:
The following Service Agreements and issuance of shares to the
following individuals/entities have been canceled:
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<CAPTION>
Name Shares Canceled
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<S> <C>
Michael A. Cassin 200,000
William W. Bolles 200,000
Howard Bronson 200,000
</TABLE>
SALE OF PREFERRED STOCK: No Change
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AMENDMENT OF ARTICLES OF INCORPORATION (ARTICLES ONE AND FOUR)
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Article Four of the Articles of Incorporation of Nerox Energy
Corporation have been amended as follows:
ARTICLE FOUR
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The total number of voting common stock authorized that may be issued
by the corporation is 2,500,000 shares of common stock having $.02 par value.
Said shares without nominal or par value may be issued by the corporation from
time to time for such considerations as may be fixed from time to time by the
Board of Directors.
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Article One of the Articles of Incorporation of Nerox Energy
Corporation have been amended as follows:
ARTICLE ONE: the name of the company shall be Nerox Holding
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Corporation.
A copy of the Notice and Minutes of the Board of Directors of Nerox
Energy Corporation authorizing the Amendments are attached hereto as Exhibit A
and are incorporated herein by this reference.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Nerox Energy Corporation accepted the resignation of William D. Artus
as of February 24, 1998.
Nerox Energy Corporation accepted the resignation of Joe Brock as of
April 2, 1998.
The Registrant presently has the following directors:
Director Nerox Shares Owned Or In
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The Process of Being Acquired
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1. Jack Utter -0-
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
NOT APPLICABLE.
ITEM 8. CHANGE IN FISCAL YEAR
NO CHANGE.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
NEROX ENERGY CORPORATION
Date: April 26, 1998 By: /s/ Jack Utter
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Jack Utter
President and Chairman of the Board
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EXHIBIT A
NEROX ENERGY CORPORATION,
A NEVADA CORPORATION
NOTICE OF
SPECIAL MEETING OF BOARD OF DIRECTORS
I, Jack Utter, Chairman of the Board of Nerox Energy Corporation, a Nevada
Corporation, do hereby give notice of the time, place and purposes of the Board
of Directors of this Corporation; do hereby fix the director's meeting by
telephonic communication on April 20, 1998, 1:30, P.M., at 18400 Von Karman, Ste
600, Irvine California 92612-1514, for consideration of and action upon the
following matters:
1. To authorize Amendment of the Articles of Incorporation, Article
Four, which will supersede the Amendment of the Articles of Incorporation filed
with the Secretary of State, April 7, 1998, which authorized the total
25,000,000 shares of common stock issued at $.002 par value per share.
2. Article Four shall be amended reducing the authorized shares to
2,500,000 common stock at $.02 par value per share.
3. To authorize Amendment of the Articles of Incorporation, Article
One, changing the name of the company from Nerox Energy Corporation to Nerox
Holding Corporation.
4. And any other relevant business.
Dated: April 20, 1998
/s/ JACK UTTER
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Jack Utter, Chairman of the Board
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NEROX ENERGY CORPORATION
MINUTES OF THE SPECIAL MEETING OF THE
BOARD OF DIRECTORS
TIME AND PLACE
The special meeting of the Board of Directors of Nerox Energy
Corporation, a Nevada Corporation was held on April 20, 1998, at the hour of
1:30 P.M., the time and place as referenced in the Notice of Special Meeting of
Board of Directors, signed by Jack Utter, Chairman of the Board of the
corporation.
MEMBERS OF THE BOARD OF DIRECTORS PRESENT
The following directors of the corporation constituting a majority of
the members of the Board of Directors were present at the meeting: Jack Utter,
Esq.
CHAIRMAN AND SECRETARY
Jack Utter presided as Chairman of the Board and Raleigh Utter acted
as Secretary and kept the minutes thereof.
The chairman announced the purpose of the meeting was as follows:
1. To authorize Amendment of the Articles of Incorporation, Article
Four, which will supersede the Amendment of the Articles of Incorporation filed
with the Secretary of State, April 7, 1998, which authorized the total
25,000,000 shares of common stock issued at $.002 par value per share.
2. Article Four shall be amended reducing the authorized shares to
2,500,000 common stock at $.02 par value per share.
3. To authorize Amendment of the Articles of Incorporation, Article
One, changing the name of the company from Nerox Energy Corporation to Nerox
Holding Corporation.
4. And any other relevant business.
Thereupon, after discussion, on motion duly made and seconded the following
resolutions were unanimously adopted:
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BOARD OF DIRECTOR'S RESOLUTION AMENDING ARTICLES
TO EFFECT OR REVERSE A STOCK SPLIT
WHEREAS, the authorized number of shares of this Corporation, as amended
in the Articles of Incorporation (filed with the Secretary of State April 7,
1998), was 25,000,000; and
WHEREAS, it is in the best interest of Nerox Energy Corporation to
effectuate a reverse stock split;
WHEREAS, it is the desire of Nerox Energy Corporation to expand and to
diversify its interests and, therefore, to change the name of the company;
RESOLVED, that Article Four of the Articles of Incorporation of Nerox
Energy Corporation is hereby amended, and to supersede the previous, April 7,
1998 Amendment, to read in full as follows:
ARTICLE FOUR
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The total number of voting common stock authorized that may be issued by
the corporation is 2,500,000 shares of common stock having $.02 par value. Said
shares without nominal or par value may be issued by the corporation from time
to time for such considerations as may be fixed from time to time by the Board
of Directors.
RESOLVED, that Article One of the Articles of Incorporation of Nerox Energy
Corporation is hereby amended, and to supersede the Certificate Amending
Articles of Incorporation, filed January 24, 1994, to read in full as follows:
ARTICLE ONE: the name of the company shall be Nerox Holding Corporation.
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RESOLVED FURTHER, that by approval of the foregoing amendments of the
Articles of Incorporation by the vote or written consent of the Board of
Directors, Certificate of Amendment shall be executed, verified by the President
and Secretary of the Corporation, and forwarded to the Secretary of State for
filing.
ADJOURNMENT
There being no further business, on motion duly made and seconded, and
no objection being made, the chairman declared the meeting adjourned.
Dated: April 20, 1998
/s/ JACK UTTER
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Jack Utter, Chairman of the Board
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