CASH CAN INC
8-K, 1997-05-09
BLANK CHECKS
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              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 25,
  1997
  
  
                    Cash Can Incorporated
  (Exact name of registrant as specified in its charter)
  
  Delaware           0-19851             75-2371682
  (State or other   (Commission         (IRS Employer  
  jurisdiction       File Number)        Identification No.)
  of incorporation)                                          
             
        2321 Noriega Street, San Francisco, CA  94122
     (Address of principal executive offices)  (Zip Code)
                               
  Registrant's telephone number, including area code (415)
  564-4770
  
  <PAGE>
  
  Item 1. Changes in Control of Registrant
  
       By letter dated April 1, 1997, Arthur E. Juhl submitted
  his resignation as CEO and Chairman of the registrant. At a
  Special Meeting of the Registrant's Board of Directors held
  on April 12, 1997, the remaining directors of the
  Registrant, Robert McCurn and Tony I.S. Oei accepted the
  resignation of Arthur E. Juhl and appointed Robert McCurn as
  CEO and Chairman and Ma. Cristina Oei as Director to fill
  the vacancies on the Board of Directors. The Board of
  Directors agreed to review and where appropriate
  renegotiate, approve or cancel any and all existing and
  future contracts, licensing and agreements regarding
  business operations of the registrant.
  
  At that same Director's meeting, the Board reviewed and re-approved a 
  previous  adoption resolved by a Board of
  Director's meeting held on February 21, 1996 that all
  current contracts of the Registrant, with special
  consideration given to consulting contracts and contracts
  exchanged for common stock, be reviewed for content and
  investigated for performance and receipt of due
  consideration by the Registrant, with those contracts, where
  due consideration was found lacking, be negated and common
  stock issued in connection therewith be recovered by the
  Registrant.
  
  On March 17, 1997, Arthur E. Juhl resigned as President of
  the Registrant. 
  
  On March 17, 1997, the Board of Directors of the Registrant
  accepted the resignation of Arthur E. Juhl as President of
  the Registrant and appointed Robert McCurn to fill the
  position as President and Director to fill a previous
  vacancy on the Board of Directors. 
  
  As a result of these actions, a change in control of the
  Registrant was effected.
  
  Item 2.  Acquisition or Disposition of Assets - Not
  Applicable
  
  Item 3. Bankruptcy or Receivership - Not Applicable
  
  Item 4. Changes in Registrant's Certifying Accountant - Not
  Applicable
  
  Item 5. Other Events 
  
       The Form 8-K filed on November 12, 1996 listed under
  Item 1. Change in Control of Registrant was in error by
  stating Peter Piper Bolles as the new director of the
  Registrant to fill the vacancy on the Board due to the
  resignation of Alan Khoo, former Director.
  
  Item 6. Resignations of Registrants Directors
  
  April 25, 1997, Tony I.S. Oei resigned as Director of the
  Registrant.
  
  On April 25, 1997, the Board of Directors accepted the
  resignation of Tony I.S. Oei as Director.
  
  December 1, 1996, Thomas Malanca resigned as Director of the
  Registrant.
  
  On December 1, 1996, the Board of Directors accepted the
  resignation of Thomas Malanca as Director.  
  
  Item 7. Financial Statements and Exhibits
  
       Required financial statements will be filed with the
  registrants Form 10 KSB for the fiscal year ended December
  31, 1996 on May 15, 1997. A notification of late filing was
  filed with the Securities and Exchange Commission on April
  15, 1997.
  
  Item 8. Change in Fiscal Year - Not Applicable
  
  <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.
  
                                   Cash Can Incorporated
  
  
  Date: May 5, 1997
  
  By: /s/Robert McCurn/
  President/CEO/Chairman
  
  


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