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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 21, 2000
ZEROS & ONES, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
33-26531LA 88-0241079
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(Commission File Number) (I.R.S. Employer
Identification No.)
1714 16th Street, Santa Monica, CA 90404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 399-9901
Not Applicable
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(Former name, former address and former fiscal year, if changed since last
report)
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TABLE OF CONTENTS
ITEM 1. CHANGES IN CONTROL OF REGISTRANT..................................1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS..............................1
ITEM 3. BANKRUPTCY OR RECEIVERSHIP........................................1
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.....................1
ITEM 5. OTHER EVENTS .....................................................2
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS.........3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.................................3
SIGNATURES ..................................................................3
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Not Applicable.
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ITEM 5. OTHER EVENTS
On August 21, 2000, the Company's Board of Directors approved
resolutions authorizing the Company to restructure its management in order to
better address key opportunities and market conditions as well as the on-going
day to day operations of the Company. The resolutions made by the Board resulted
in several specific events:
(a) Mr. Brian Burke, Corporate Controller for the Company, was
appointed as Acting CFO. Before joining Zeros & Ones, Mr. Burke served as
Director, Finance and Accounting at KPMG, a "Big Five" accounting and consulting
firm. Responsibilities included transition management, implementation, and staff
training on new internal KPMG information systems nationwide. Previously, he
served as Area Controller for KPMG's Western Area, the largest geographic area
in the U.S. and second largest in revenue. Prior to that, he was a management
consultant providing interim accounting/finance management services to major
savings & loans and mortgage bankers. Previously, he served as Controller of
Universal Studios Tour. Before that Burke served as Assistant Controller of
Litton Data Command Systems after leaving Coopers & Lybrand. He is a Certified
Public Accountant with a B.A. in Business Economics from University of
California Santa Barbara and an M.B.A. from California Lutheran University.
(b) Mr. Bernie Butler-Smith, Director on the Board and Vice
President of Advanced Imaging, was appointed as Corporate Secretary.
Furthermore, Mr. William Burnsed, Director on the Board and advanced media
consultant, and Mr. Robert Holtz, founder, Chairman, and President were
dually-appointed as Assistant Corporate Secretaries.
(c) Mr. Robert J. Holtz, Chairman of the Board of Directors, founder,
and President, was appointed as Chief Executive Officer in addition to his other
positions within the Company.
(d) Mr. Steve Schklair was removed from all positions within the
Company except as a director on the Board. Mr. Holtz was authorized by the
Board, at his discretion, to appoint Mr. Schklair as President and CEO of the
Company's planned stereoscopic 3D technology subsidiary and/or potential
strategic acquisition target(s).
A formal written offer was presented to Mr. Schklair for consideration.
Multiple discussions relating to terms of his potential ongoing role with the
Company took place both with and without counsel involvement. The offer carried
with it an expiration of Friday, September 1, 2000 at 4:30 PM (Pacific Daylight
Time). This deadline passed without an acceptance by Mr. Schklair at which time
the net material changes became known.
The Company believes that these actions better position the Company
to address the issues which pertain to building shareholder value, strengthening
market penetration, appointing additional board members, strengthening
operations, and retaining key talent.
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ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ZEROS & ONES, INC.
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(Registrant)
Date: September 8, 2000
/s/ Robert J. Holtz
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Robert J. Holtz, Chief Executive Officer
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