JAVA CENTRALE INC /CA/
10-C, 1996-05-31
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-C

           REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER
                                QUOTATION SYSTEM

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 under rule 13a-17
                             or 15(d)-17 thereunder

                               JAVA CENTRALE, INC.
          -------------------------------------------------------------
                 (Exact name of issuer as specified in charter)

                            1610 Arden Way, Suite 145
                          Sacramento, California 95815
               --------------------------------------------------
                    (Address of principal executive offices)

        ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (916) 568-2310


                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

1.        Title of security:  Common Stock, no par value

2.        Number of shares outstanding before the change:   8,493,433

3.        Number of shares outstanding after the change:    9,183,830

4.        Effective date of change:     May 29, 1996



                                Page 1 of 3 Pages

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5.        Method of change:  Additional shares were issued in six previous
          transactions.

          (a)  On March 31, 1996, 154 common shares were issued as a result of
               the warrant dividends being exercised.

          (b)  On April 26, 1996, 40,000 common shares were issued as part of
               the consideration from the purchase of the assets of Out & Back
               Enterprises;

          (c)  On May 7, 1996, 83,723 common shares were issued as a result of a
               partial conversion of the convertible note dated December 14,
               1995 with Legong Investments N.V.;

          (d)  On May 21, 1996, 221,071 common shares were issued as a result of
               a partial conversion of a convertible note dated December 14,
               1996 with Legong Investments N.V.;

          (e)  On May 23, 1996, 221,071 common shares were issued as a result of
               a partial conversion convertible note dated January 29, 1996 with
               Santina Holding, Inc.;

          (f)  On May 28, 1996, 124,378 common shares were issued as a result of
               a partial conversion of a convertible note dated January 29, 1996
               with Santina Holding, Inc.


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                          II.  CHANGE IN NAME OF ISSUER


1.        Name prior to change:         N/A

2.        Name after change:       N/A

3.        Effective date of charter amendment change name:       N/A

4.        Date of shareholder approval of change, if required:        N/A

Date:     May 29, 1996


                                        JAVA CENTRALE, INC.


                                        By:      /s/ Steven J. Orlando
                                                ------------------------------
                                                  Steven J. Orlando
                                                  Vice President and
                                                  Chief Financial Officer
                                         (Officer's signature and title)


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