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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or
15(d) of The Securities Act of 1934
Date of Report (Date of earliest event reported): September 10, 1999 (August 31,
1999)
DEUCALION RESEARCH, INC.
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(Exact name of registrant as specified in its charter)
North Dakota 0-16534 45-0375367
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
6601 E. Grant Road, Suite 101, Tucson, AZ 85715
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (520) 866-5354
118 First Avenue West, Williston, North Dakota 58801
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(Former name or former address, if changed since last report.)
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Item 1. Change in Control of Registrant
1. Effective August 31, 1999, pursuant to the terms of a Stock Purchase
Agreement (the "Agreement") dated April 20, 1999, between the Company and
Michael R. Farley and Forrest L. Metz, Mr. Farley and The Metz Trust, Forrest L.
Metz acting as sole Trustee, acquired all the authorized but unissued common
stock of the Registrant. The Agreement is reproduced in its entirety herein as
Exhibit 10.1. As contemplated by the Agreement, on August 31, 1999, the
directors of the Company resigned after appointing Messrs. Farley and Metz to
the board of directors. As contemplated by the Agreement, Messrs. Farley and
Metz will call a special meeting of the Company's shareholders to: effect a
recapitalization of the Company which may include a reverse stock split of a
magnitude not yet determined; change the name of the Company to Digital Fuel,
Inc.; appoint independent accountants; and change the domicile of the Company to
Delaware. After the reverse stock split and recapitalization, Mr. Farley and the
Metz Trust will purchase additional shares of common stock of the Company for
$10,000 and will end up owning 95% of the common stock of the Company. Set forth
below are the names of the persons who acquired control of the Registrant and
the respective numbers of shares and voting percentage acquired by each.
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<CAPTION>
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Name Number of Shares acquired Percent of
pursuant to the Agreement Class
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<S> <C> <C>
Michael R. Farley 499,000,000 33.4%
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The Metz Trust, Forrest L. Metz as sole Trustee 499,000,000 33.4%
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Officers and Directors as a Group 998,000,000 66.9%
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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.
DEUCALION RESEARCH, INC.
Date: September 10, 1999
By /s/ Forrest L. Metz By /s/ Michael R. Farley
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Forrest L. Metz Michael R. Farley
President Chief Executive Officer
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