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) June 5, 1997 February 24, 1997
RESOURCENET COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
California 033-90672 93-1026060
(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number)
Identification No.)
One Sansome Street, Suite 2000
San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 721 0299
AdsOnly Group, Inc.
(Former name, if changed since last report)
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Item 5. Other Events
A. On April 15, 1997, the Board of Directors elected to change the name of the
Company from AdsOnly Group, Inc. to ResourceNet Communications, Inc. B. On
February 24, 1997, certain officers, directors and founders of the Company
contributed a combined total of 575,808 of their shares of the Company's common
stock back to the Company, thereby reducing the total issued and outstanding
shares of the Company's common stock from 2,058,064 shares to 1,482,256 shares.
Item 6. Resignations of Registrant's Directors
On February 24, 1997, at the annual stockholders meeting, Mr. Tracey Miner, Mr.
Michael Reif and Ms. Kimberly Young tendered their resignations as Directors of
the Company. At the same stockholders meeting the following persons were elected
as directors: Mr. Michael Hinshaw, Mr. Per Barnes, Mr. Henry Corona and Mr.
David Baker.
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.
RESOURCENET COMMUNICATIONS, INC.
(Registrant)
Dated: June 5, 1997
By: /s/ Michael Hinshaw
Michael Hinshaw
President and Chief Executive Officer
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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
THE ADSONLY GROUP, INC.
Michael Hinshaw and Henry Corona certify that:
1. They are the chief executive officer and the secretary-treasurer,
respectively, of THE ADSONLY GROUP, INC., a California corporation.
2. Article I of the Articles of Incorporation of this corporation is amended to
read as follows: I. The name of this corporation is ResourceNet Communications,
Inc.
3.The foregoing amendment of the Articles of Incorporation has been duly
approved by the board of the directors of the corporation.
4. The foregoing amendment and restatement of articles of incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the Corporations Code. The total number of outstanding shares of the
corporation is 1,482,256. The favorable vote of a majority of such shares is
required to approve the amendment, and the number of such shares voting in favor
of the amendment equaled or exceeded the required vote.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: April 15, 1997
/S / Michael Hinshaw /S/ Henry Corona
MICHAEL HINSHAW HENRY CORONA
Chief Executive Officer Secretary-Treasurer
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