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: November 19, 1999
(Date of Earliest Event Reported): October 20, 1999
MERCURY CAPITAL CORP.
(Exact name of registrant as specified in its charter)
Colorado 333-91397 84-1504384
(State or other jurisdiction (Commission (IRS Employee
of Incorporation) File Number) Identification No.)
3360 West Sahara Avenue, Suite 200, Las Vegas, Nevada 89102
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (702) 732-2253
<PAGE> 1
Item 5
On October 25, 1999, Mercury Capital Corp. (the "Company")
entered into a stock purchase agreement (the "Agreement") with
Gain Master Limited, a company organized under the laws of the
British Virgin Islands ("GML"), pursuant to which GML will be
acquired by the Company in accordance with the laws of the State
of Incorporation of the Company and in full compliance with the
requirements of Section 368 of the Internal Revenue Code of 1986,
as amended (the "IRC").
To accomplish the acquisition, the Company intends to issue
shares of its voting common stock to the shareholders of GML in
exchange for all of the issued and outstanding shares of common
stock of GML plus two hundred and eighty-eight thousand dollars
($288,000). GML shall receive that number of shares of common
stock of the Company following the merger that will result in GML
owning eighty-seven percent (87%) of the issued and outstanding
shares following the acquisition.
As of the date of this filing, the authorized capitalization of
the Company consists of 100,000,000 shares of common stock, no
par value per share, of which 4,000,000 shares are issued and
outstanding. The Company also has 5,000,000 shares of preferred
stock, no par value per share, none of which is or will be issued
and outstanding following the closing of the acquisition.
On October 20, 1999 the Officers and Directors of the Company,
Timothy J. Brasel and Joseph J. Pierce, held a special meeting
of the Board of Directors. The Company appointed John E. Dhonau
as President, Secretary/Treasurer and Director. Mr. Brasel and
Mr. Pierce tendered their resignations to the Company as Officers
and Directors. Mr. Dhonau is responsible for carrying forward
the necessary administrative tasks the Company requires to bring
the GML transaction to a closing.
Prior to closing, the agreement requires the Company's shares
shall be trading on the OTC Bulletin Board. To that end the
Company is preparing the definitive Rule 15c2-11 information
statement and will provide a broker/dealer to submit the filing
to the NASD for Bulletin Board listing of the Company's securities.
Following the consummation of the acquisition, the Officers and
Directors of the Company shall be reconstituted. Mr. Dhonau
shall resign and shall tender a written resignation to the
Company. As soon as reasonably practicable after the closing,
GML will cause the Company directly or through a wholly owned
subsidiary to manufacture and sell electronic and digital
organizers under the "AMAX" name. GML will arrange for the
establishment of a new business relating to electronic and
digital organizers including recruiting employees, establishing
manufacturing facilities, sourcing raw materials and registering
the AMAX trademark in relevant territories.
The Company anticipates the completion of the acquisition with
GML to be completed on or before December 1, 1999. However both
the Company and GML have agreed that this date may be extended by
mutual consent of the parties.
A true and correct copy of the Agreement is filed by the
Registrant in this Form 8-K filing.
MERURY CAPITAL CORP.
DATED: November 22, 1999 By:/s/ John E. Dhonau
John E. Dhonau, President
