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): August 18, 2000
E*twoMedia.com
----------------------------------------------------------
(Exact name of registrant as specified in charter)
Nevada
--------------------
(State or other jurisdiction of incorporation)
0-18049
--------------
(Commission file number)
91-1317131
--------------------
(IRS employeridentification no.)
67 Brompton Road, London, SW3 1DB
-----------------------------------------------------
(Address of principal executive) (Zip Code)
--------------------------------------------------------------------
(Former name or former address, if changed since last report)
1
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 (ARTICLE FOUR)
-----------------------------------------------------
Article Four of the Articles of Incorporation of E*twoMedia.com Inc
have been amended as follows:
ARTICLE FOUR
----------------------
The total number of voting common stock authorized that may be issued
by the corporation is 750,000,000 shares of common stock having $.001
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.
2
A copy of the Notice and Minutes of the Board of Directors of E*twoMedia.com
authorizing the Amendment are attached hereto as Exhibit A and are incorporated
herein by this reference.
ITEM 6. APPOINTMENT OF REGISTRANT'S DIRECTORS
E*twoMedia.com accepted the consent to act as a Director
from John L. Beckett as of July 13, 2000.
E*twoMedia.com accepted the consent to act as a Director
from Frank J. Joslin as of July 13, 2000.
The Registrant presently has the following directors:
Director E*twoMedia Shares Owned Or In
---------- --------------------------------
The Process of Being Acquired
--------------------------------
1. Daniel Jefferies 16,670,000
2. John L. Beckett Nil
3. Frank J. Joslin Nil
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
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: August 18, 2000 By: /s/ Daniel Jefferies
-----------------------------------
Daniel Jefferies
President and Chairman of the Board
3
EXHIBIT A
E*twoMedia.com,
A NEVADA CORPORATION
NOTICE OF
SPECIAL MEETING OF BOARD OF DIRECTORS
I, Daniel Jefferies, Chairman of the Board of E*twoMedia.com, 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 July 13, 2000, 5:00, P.M., at 67 Bromption Road,
London, SW3 1DB, 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, which authorized the total 50,000,000 shares of common stock
issued at $.001 par value per share.
2. Article Four shall be amended increasing the authorized shares to
750,000,000 common stock at $.001 par value per share.
3. And any other relevant business.
Dated: July 13, 2000
/s/ Daniel Jefferies
----------------------------------------
Daniel Jefferies, Chairman of the Board
E*twoMedia.com
MINUTES OF THE SPECIAL MEETING OF THE
BOARD OF DIRECTORS
TIME AND PLACE
The special meeting of the Board of Directors of E*twoMedia.com, a Nevada
Corporation was held on July 13, 2000, at the hour of 5:00 P.M., the time
and place as referenced in the Notice of Special Meeting of Board of Directors,
signed by Daniel Jefferies, 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:
Daniel Jefferies, John L. Beckett and Frank J. Joslin.
CHAIRMAN AND SECRETARY
Daniel Jefferies presided as Chairman of the Board and John L. Beckett acted as
Secretary and kept the minutes thereof.
The Chairman announced the purpose of the meeting was as follows:
1. To authorise Amendment of the Articles of Incorporation, Article Four, which
will supersede the Amendment of the Articles of Incorporation filed with the
Secretary of State, which authorized the total 50,000,000 shares of common stock
issued at $.001par value per share.
2. Article Four shall be amended increasing the authorized shares to 750,000,000
common stock at $.001 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.
1
BOARD OF DIRECTOR'S RESOLUTION AMENDING ARTICLES
RESOLVED, that Article Four of the Articles of Incorporation of
E*twoMedia.com is hereby amended, and to supersede the previous
1998 Amendment, to read as follows:
ARTICLE FOUR
----------------------
The total number of voting common stock authorized that may be issued by the
Corporation is 750,000,000 shares of common stock having $.001 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,
Certificates 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 objections being made, the chairman declared the meeting adjourned.
Dated: July 13, 2000
/s/ Daniel Jefferies
----------------------------------------
Daniel Jefferies, Chairman of the Board
