ARROW MANAGEMENT INC
8-K, 1997-05-07
BLANK CHECKS
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                                  UNITED STATES
                       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) April 22, 1997



                             ARROW MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)



              NEVADA                  33-55254-01            87-0467339
   (State or other jurisdiction       (Commission           (IRS Employer
          of incorporation)           File Number)       Identification No.)



              3098 SO. HIGHLAND DRIVE, SUITE 460
              SALT LAKE CITY, UTAH                               84106
              (Address of principal executive offices)         (Zip Code)




        Registrant's telephone number, including area code (801) 485-7775








<PAGE>

Item 1.  Changes in Control of Registrant.

         On April 22,  1997,  Sasha  Belliston  was  elected a  director  of the
Company,  David R. Yeaman resigned as President and Director, Krista Nielson was
elected President,  and  Ms. Belliston was  elected  Secretary/Treasurer  of the
Company  to serve until a successor is duly elected  and  qualified, or until an
earlier resignation, removal or death.

         Mr. Yeaman also  resigned as President and Director of Capital  General
Corporation, one of the Company's major shareholders.  Krista Nielson, President
and  Director   of  the  Company,  was  elected  President  of  Capital  General
Corporation,  and Ms.  Belliston  was  elected  Vice  President and  Director of
Capital General Corporation.

         The table below sets forth the  percentage of voting  securities of the
Company beneficially owned by controlling shareholders,  officers and directors,
and officers and directors as a group.

                   Name and address                 Amount of            Percent
Title of class    of beneficial owner           beneficial ownership    of class
- --------------    -------------------           --------------------    --------
Common Stock      David R. Yeaman                    1,534,000            27.49%
                  3098 S. Highland Drive, Suite 460
                  Salt Lake City, Utah  84106

Common Stock      Capital General Corporation*       1,338,300            23.98%
                  3098 S. Highland Drive, Suite 460
                  Salt Lake City, Utah  84106

Common Stock      Jack Kalaf                           924,000            16.56%
                  Level 20, 56 Pitt Street
                  Sydney, NSW, 2000 Australia

Common Stock      John Read                            924,000            16.56%
                  Level 20, 56 Pitt Street
                  Sydney, NSW, 2000 Australia

Common Stock      Gordon Crofts                        528,000             9.46%
                  242 South 200 East
                  Salt Lake City, Utah  84111           

Common Stock      Krista Nielson*                       80,000             1.43%
                  3098 S. Highland Drive, Suite 460
                  Salt Lake City, Utah  84106

Common Stock      All Officers and
                  Directors as a Group*              1,418,300            25.41%

        *Capital General Corporation is a private  corporation.  The majority of
its shares (80%) are owned by another private  corporation,  Yeaman Enterprises,
Inc.  Krista  Nielson,  the Company's  President,  owns 18.3% of the outstanding
stock of Capital General Corporation. The stockholders of Yeaman Enterprises are
the adult children of the family of David R. Yeaman,  who resigned as an officer
and  director  of the  Company  and  simultaneously  resigned  as an officer and
director of Capital General and Yeaman Enterprises.  Ms. Belliston, Mr. Yeaman's
daughter, is the principal shareholder of Yeaman Enterprises.

         Ms. Belliston's  beneficial ownership  of the securities of the Company
is derived from the  shares directly  owned  by  Capital General.  Ms. Belliston
beneficially  owns shares of  the Company which are owned by  Capital General in
that she  has the power to vote or direct the voting of the shares and the power
to dispose of or to direct the disposition of the shares.  Ms. Belliston and Ms.
Nielson control and have beneficial ownership of  the shares  owned  by  Capital
General and exercise shared  voting power and shared investment power over those
shares.

         While Mr.  Yeaman has resigned from his  affiliation  with the Company,
Yeaman Enterprises and Capital General,  it is contemplated that he will provide
assistance as may be necessary for an orderly  transition of their  affairs.  In
addition,  Mr.  Yeaman may  continue to be deemed an affiliate of the Company by
virtue of his  familial  and  historical  relationships  with the  Company,  its
shareholders, officers and directors.
<PAGE>



                                   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.


                             ARROW MANAGEMENT, INC.



                                      By:  s\Krista Nielson
                                          --------------------------------------
                                          Krista Nielson, President and Director



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