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
May 18, 1999
Date of Report
(Date of Earliest Event Reported)
Capital Growth, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-24138-D 87-0463772
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
55 West 200 North
Provo, UT 84601
(Address of Principal Executive Offices)
(801) 377-1758
Registrant's Telephone Number
10 West 100 South, Suite 450
Salt Lake City, UT 84101
(Former Name or Former Address If Changed Since Last Report)
ITEM 1. Changes in Control of Registrant.
(a) On May 18, 1999, the Board of Directors of the Registrant adopted,
ratified and approved a resolution to issue 22,000,000 "unregistered" and
"restricted" post-split shares of its $0.001 par value common voting stock to
Boulder Family Partnership, Ltd. in consideration of the sum of $44,000 paid
by check of the Partnership. This action was approved by the majority
stockholders of the Registrant on May 18, 1999.
The former majority stockholders of the Registrant and their percentage
of ownership of the outstanding voting securities of the Registrant prior to
the adoption of the resolution was:
Amount and Nature Percent
Of Beneficial Of
Name Ownership Class
Robert Mann* 2,250,000 93.75%
737 Westholme Ave.
Los Angeles, CA 90024
* Owned or controlled by Robert Mann or entities controlled by Robert Mann.
(b) The following table contains information regarding share holdings
of the
Registrant's directors and executive officers and those persons or entities
who beneficially own more than 5% of the Registrant's common stock, after
taking into account the adoption of the resolution to issue 22,000,000
"unregistered" and "restricted" shares to Boulder Family Partnership, Ltd. as
of May 18, 1999.
Amount and Nature Percent
Of Beneficial Of
Name Title Ownership Class
David N. Nemelka* Sole Officer and 22,000,000 90.63%
Boulder Family Partnership, Ltd. Director and
2662 Stonebury Loop Rd. Stockholder
Springville, UT 84663
Robert Mann Stockholder 2,250,000 9.26%
737 Westholme Ave.
Los Angeles, CA 90024
* David N. Nemelka is the managing general partner of Boulder Family
Partnership, Ltd.
All officers and directors
as a group (1) 22,000,000 90.63%
ITEM 2. Acquisition or Disposition of Assets.
Except as indicated under Item 1, none; not applicable.
ITEM 3. Bankruptcy or Receivership.
None; not applicable.
ITEM 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
ITEM 5. Other Events.
On May 18, 1999, the Company's shareholders approved a 1 for 20 reverse
stock split. All references to number of shares have been retroactively
restated to reflect the decreased number of shares outstanding.
ITEM 6. Resignation of Directors and Executive Officers.
Effective May 18, 1999, Gary Peterson resigned as the sole officer and
director of the Registrant after designating David N. Nemelka as the sole
officer and director of the Registrant.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
None.
* Summaries of any exhibit are modified in their entirety by this
reference to each exhibit.
ITEM 8. Change in Fiscal Year.
None; not applicable.
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPITAL GROWTH, INC.
Date: 7/16/99 By /s/ David N. Nemelka
David N. Nemelka, Sole Officer & Director
