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 of 1934
Date of Report (Date of earliest event reported) March 22, 1999
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E*twoMEDIA.com
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(Exact name of registrant as specified in its charter)
Nevada 0-18049 91-1317131
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
53 West 23rd Street, 11th Floor, New York, New York 10010
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (212) 590-2173
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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 ARTICLES OF INCORPORATION (ARTICLES FOUR)
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Article Four of the Articles of Incorporation of E*twoMEDIA.com
(formerly Nerox Holding 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 12,000,000 shares of common stock having $.004167 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.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
NOT APPLICABLE.
ITEM 8. CHANGE IN FISCAL YEAR
NO CHANGE.
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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.
E*twoMEDIA. com
Date: March 23, 1999 By: /s/ Michael Cassin
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Michael Cassin
President and Chairman of the Board
EXHIBIT A
NEROX HOLDING CORPORATION
A NEVADA CORPORATION
NOTICE OF
SPECIAL MEETING OF BOARD OF DIRECTORS
I, Jack Utter Cassin, Chairman of the Board of Nerox Holding 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 May 11, 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, May 6, 1998, which authorized the total 2,500,000
shares of common stock issued at $.02 par value per share.
2. Article Four shall be amended increasing the authorized shares to
12,000,000 common stock at $.004167 par value per share.
4. And any other relevant business.
Dated: May 11, 1998
By: /s/ Jack Utter
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Jack Utter
President and Chairman of the Board
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NEROX HOLDING CORPORATION
MINUTES OF THE SPECIAL MEETING OF THE
BOARD OF DIRECTORS
TIME AND PLACE
The special meeting of the Board of Directors of Nerox Holding
Corporation, a Nevada Corporation was held on May 11, 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, May 6, 1998, which authorized the total 2,500,000
shares of common stock issued at $.02 par value per share.
2. Article Four shall be amended reducing the authorized shares to
12,000,000 common stock at $.004167 par value per share.
3. And any other relevant business.
Thereupon, after discussion, on motion duly made and seconded the following
resolutions were unanimously adopted:
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 May 6, 1998),
was 2,500,000; and
WHEREAS, it is in the best interest of Nerox to effectuate a stock split;
RESOLVED, that Article Four of the Articles of Incorporation of Nerox
Holding Corporation is hereby amended, and to supersede the previous, May 6,
1998 Amendment, to read in full as follows:
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ARTICLE FOUR
The total number of voting common stock authorized that may be issued by
the corporation is 12,000,000 shares of common stock having $.004167 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 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: May 11, 1998
/s/ JACK UTTER
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Jack Utter, Chairman of the Board
And President
