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: January 4, 1999
ELEGANT ILLUSIONS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-28128 88-0282654
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Jurisdiction of Comission File I.R.S. Employer
Incorporation Number Identification
Number
542 Lighthouse Ave., Suite 5, Pacific Grove, CA 93950
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(Address of principal executive offices)
Registrant's telephone number: (831) 649-1814
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Item 5. Other Events.
Effective 12:01 a.m., Eastern Standard Time on January 15, 1999, the
Company's 18,439,338 issued and outstanding shares of Common Stock will be
reverse split on a one-for-three basis. Under the new structure, the Company
will have 30,000,000 shares of Common Stock, par value $.001, authorized, of
which approximately 6,146,446 shares will be issued and outstanding and
23,853,554 shares will be unissued. All fractional shares resulting from the
reverse split will be rounded up to the next whole share. The number of
authorized shares shall not change. The Company's Certificate of Incorporation
is being amended accordingly.
The Company is effecting the reverse split to meet the maintenance
requirements for continued listing of the Company's Common Stock on the NASDAQ
SmallCap market. The Company cannot assure that the stock price will rise above
$1.00 per shares or that, if the stock price rises above $1.00 per share, the
price will remain above $1.00 per share. Moreover, the Company cannot assure
that its Common Stock will not be delisted from the NASDAQ SmallCap Market,
regardless of the price of the Common Stock.
In December 1997, the holders of a majority of the then issued and
outstanding shares of the Company's Common Stock authorized the Company's Board
of Directors to effect the reverse split and the requisite amendment to the
Company's Certificate of Incorporation. See the Company's Schedule 14C
Information Statement filed with the Securities and Exchange Commission on
December 31, 1997. On January 2, 1999, the Board of Directors determined to
proceed with the reverse split and the requisite amendment to the Company's
Certificate of Incorporation.
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.
ELEGANT ILLUSIONS, INC.
By: /s/ James Cardinal
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James Cardinal,
Chief Executive Officer
Dated: January 4, 1999
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