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
KOWTOW, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-18 87-0434297
(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
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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 Secretary/Treasurer and Director, 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 and Yeaman Enterprises, Inc., the Company's two major shareholders.
Krista Nielson, President and Director of the Company, was elected President of
Capital General Corporation, and Ms. Belliston was elected President and
Director of Yeaman Enterprises, Inc., and 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 Capital General Corporation 502,800 50.28%
3098 S. Highland Drive, Suite 460
Salt Lake City, Utah 84106
Common Stock Yeaman Enterprises, Inc. 300,000 30.00%
3098 S. Highland Drive, Suite 460
Salt Lake City, Utah 84106
Common Stock Krista Nielson 40,000 4.00%
3098 S. Highland Drive, Suite 460
Salt Lake City, Utah 84106
Common Stock All Officers and
Directors as a Group 842,800 84.28%
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 and Yeaman
Enterprises. Ms. Belliston beneficially owns shares of the Company which are
owned by Yeaman Enterprises and 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 Yeaman
Enterprises 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.
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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.
KOWTOW, INC.
By: s\Krista Nielson
--------------------------------------
Krista Nielson, President and Director
Dated: May 6, 1997
