UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16
Form 4 or Form 5 obligations may continue. See Instructions 1(b)
1. Name and Address of Reporting Person
Ann Marie Gleason
C/O Cytation.com Incorporated
809 Aquidneck Avenue
Middletown, RI 02842
US
2. Issuer Name and Ticker or Trading Symbol
Cytation.com Incorporated
OTC:BB "CYTA"
3. IRS or Social Security Number of Reporting Person (Voluntary)
N/A
4. Statement for Month/Year
April 19, 1999
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
Vice President of Marketing
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of | |7.Nature of Indirect
| Transaction | or Disposed of (D) | Securities |6.Dir | Beneficial Ownership
| | | | Beneficially |ect |
| | | | | | | Owned at End |(D)or |
| | | | | A/| | of Issuer's |Indir |
| Date |Code|V| Amount | D | Price | Fiscal Year |ect(I)|
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<S> <C> <C> <C><C> <C> <C> <C> <C> <C>
COMMON STOCK (voting) |03/31/|J/K | | 319,958*** |A | N/A | N/A |D |N/A
|99 | | | | | | | |
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Table II -- Derivative Securitites Acquired, Disposed of, or Beneficially Owned
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1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or |
|Deriva- | | | |Date |Expir| | |ficially |Ind|
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire|
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct |
|rity |Date |Code|V| Amount | |ble | | | |Year |(I)|
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C
| | | | | | | | | | | | | |
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Explanation of Responses
*** These shares were acquired in a transaction of equity swap.
On April 4, 1999, Cytation.com Incorporated (the "Registrant") finalized
a Plan of Merger with Cytation Corporation, a Rhode Island corporation
(hereinafter referred to as "Disappearing Corporation"). The Disappearing
Corporation's Operations, Business Plan, Articles of Incorporation, Bylaws,
Financial Statements, Board of Directors and Officers became that of the
Registrant.
Pursuant to Section 615 and 904 of the Business Corporation Law of New
York and the provisions of the Rhode Island General Laws (R.I.G.L. 7-1.1-27,
7-1.1-30.3, 7-1.1-65, 7-1.1-67, 7-1.1-67, 7-1.1-68 and 7-1.1-74, et seq., as
amended) the Registrant and the Disappearing Corporation adopted Articles of
Merger.
The Registrant, a corporation organized and existing under the laws of the
State of New York, and the Disappearing Corporation, a corporation organized
and existing under the laws of the State of Rhode Island, agreed that the
Disappearing Corporation be merged into the Registrant. The terms and
conditions of the merger and the mode of carrying the same into effect are
incorporated herein by reference and set forth in said Articles of Merger
at Exhibit 2.1 of Form 8-K/A, filed on April 2, 1999 with the Securities and
Exchange Commission ("SEC").
The Registrant has survived and continues under the name of CYTATION.COM
INCORPORATED. The total number of shares of stock of all classes which
the Registrant has authority to issue is one hundred million (100,000,000)
shares of Common Stock (hereinafter referred to as the "Common Stock") and
ten million (10,000,000) shares of Preferred Stock (hereinafter referred to
as the "Preferred Stock").
The Plan of Merger, incorporated herein by reference and set forth at
Exhibit 2.2 of Form 8-K/A, filed on April 2, 1999 with the SEC, was duly
adopted by the Boards of Directors of the respective corporations on January
25, 1999, and approved by the Shareholders of the Disappearing Corporation
on February 11, 1999, in the manner prescribed by Sections 7-1.1-27,
7-1.1-30.3, 7-1.1-65, 7-1.1-67, 7-1.1-67, 7-1.1-68 and 7-1.1-74, et seq., as
amended of the General Laws of Rhode Island. The number of shares voted for
the Plan of Merger was, with respect to each corporation, sufficient for
approval as set forth below.
The number of shares of the Disappearing Corporation outstanding at the
time of such adoption was 1,231,493, and the number of Shares entitled to vote
thereon was 1,231,493. The Registrant issued 7,099,577 additional, restricted
Shares to the Shareholders of the Disappearing Corporation, representing the
fully diluted ownership in the Registrant by such Shareholders of the
Disappearing Corporation.
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SIGNATURE OF REPORTING PERSON
/s/ Ann Marie Gleason
DATE
April 19, 1999
