8-K 1 sportsman8k01.txt 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 December 29, 2000 Date of Report (Date of Earliest Event Reported) SPORTSMAN'S WHOLESALE COMPANY (Exact Name of Registrant as Specified in its Charter) Nevada 333-65573 84-1408762 (State or other (Commission File No.) (IRS Employer I.D. No.) Jurisdiction) 1065 West 1150 South Provo, UT 84601 (Address of Principal Executive Offices) (801) 812-0306 Registrant's Telephone Number N/A (Former Name or Former Address If Changed Since Last Report) ITEM 1. Changes in Control of Registrant. (a) On December 29, 2000, the Board of Directors of the Registrant adopted, ratified and approved a resolution to issue 15,000,000 "unregistered" and "restricted" shares of its $0.0001 par value common voting stock to David N. Nemelka in consideration of the sum of $10,000 paid by personal check of David N. Nemelka. This action was approved by the majority stockholders of the Registrant on December 29, 2000. The former majority stockholders of the Registrant and their percentage of ownership of the outstanding voting securities of the Registrant prior to the adoption of the resolution was: Amount and Nature Percent Of Beneficial Of Name Ownership Class Fred L. Hall 1,499,000 93.5% 1065 West 1150 South Provo, UT 84601
(b) The following table contains information regarding share holdings of the Registrant's directors and executive officers and those persons or entities who beneficially own more than 5% of the Registrant's common stock, after taking into account the adoption of the resolution to issue 15,000,000 "unregistered" and "restricted" shares to Mr. Nemelka as of December 29, 2000. Amount and Nature Percent Of Beneficial Of Name Title Ownership Class David N. Nemelka Sole Officer and 15,000,000 90.3% 2662 Stonebury Loop Rd. Director and Springville, UT 84663 Stockholder Fred L. Hall Stockholder 1,499,000 9.0% 1065 West 1150 South Provo, UT 84601 All officers and directors as a group (1) 15,000,000 90.3%
ITEM 2. Acquisition or Disposition of Assets. Except as indicated under Item 1, none; not applicable. ITEM 3. Bankruptcy or Receivership. None; not applicable. ITEM 4. Changes in Registrant's Certifying Accountant. None; not applicable. ITEM 5. Other Events. None; not applicable. ITEM 6. Resignation of Directors and Executive Officers. Effective December 29, 2000, Fred L. Hall resigned as the sole officer and director of the Registrant after designating David N. Nemelka as the sole officer and director of the Registrant. ITEM 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. None; not applicable. (b) Pro Forma Financial Information. None; not applicable. (c) Exhibits. Exhibit Description of Exhibit* Number None. * Summaries of any exhibit are modified in their entirety by this reference to each exhibit. ITEM 8. Change in Fiscal Year. None; not applicable. ITEM 9. Regulation FD Disclosure None; not applicable. 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. SPORTSMAN'S WHOLESALE COMPANY Date: 1/8/01 By /s/ David N. Nemelka David N. Nemelka