STARLIGHT ACQUISITIONS INC
8-K, 1996-06-19
BLANK CHECKS
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Draft Dated
06/19/96, 2:08pm





                       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)                May 20, 1996
                                                ----------------------------


                          STARLIGHT ACQUISITIONS, INC.
               (Exact name of registrant as specified in charter)


<TABLE>
<CAPTION>
<S>                <C>                              <C>                           <C>

                   Colorado                                33-28562                          84-1107575
(State or other jurisdiction of Incorporation)     (Commission File Number)       (IRS Employer Identification No.)
</TABLE>



                  1328 Starwood Lane, Evergreen, Colorado 80439
                    (Address of Principal Executive Offices)


Registrant's telephone number, including area code:             (303) 674-8953
                                                   ---------------------------




     (Former name or former address, if changed since last report)


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Item 5. Other Material Information

     Regulation S Offering.  On May 20, 1996, Starlight  consummated an offering
of 563,141  shares (the  "Shares")  of common  stock  pursuant to  Regulation  S
promulgated under the Securities Act of 1933, as amended. The offering price was
$.20 per Share.
     Change in Transfer  Agent.  Starlight has appointed as transfer agent Stock
Transfer Company of America,  Inc. ("STCA").  STCA's mailing address is P.O. Box
796277,  Dallas,  Texas 75379. Its office address is 1770 Preston Road,  Dallas,
Texas 75252.  Its telephone  number is (214) 733-3060 and its telecopy number is
(214)  733-3048.  The  contact  person at STCA is Veronica  R.  Chowdhury,  Vice
President of Operations.




<PAGE>


                                   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.

                                           STARLIGHT ACQUISITION, INC.
                                           (Registrant)



Date: June 19, 1996                        By: /s/ Robert  Jeffcock
                                               ---------------------
                                               Robert Jeffcock
                                               Chief Executive Officer and
                                               Chief Financial Officer




<PAGE>


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