8-K 1 doc1.txt 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 Act of 1934 Date of Report (Date of earliest event reported) October 28, 2002 ---------------- PATAGONIA GOLD CORPORATION -------------------------- (exact name of registrant as specified in its charter) Florida 0-26531 65-0401897 ------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) P.O. Box 48525, 595 Burrard Street, Vancouver, B.C., Canada V7X 1A2 ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (Registrant's Telephone Number, Including the Area Code) 604-687-4701 ------------ ------------------------------------------------------------ (Former name or former address, if changed from last report) PATAGONIA GOLD CORPORATION ---------------------------- Item 1. Changes in Control of Registrant. Not Applicable Item 2. Acquisition or Disposition of Assets. Not Applicable Item 3. Bankruptcy or Receivership. Not applicable Item 4. Changes in Registrant's Certifying Accountant. Not applicable Item 5. Other Events and Regulation FD Disclosure. Patagonia Gold (BVI) Limited (the "Surviving Company") has entered into a Plan of Merger and Articles of Merger with Patagonia Gold Corporation (the "Merging Company") whereby all the assets and liabilities of Patagonia Gold Corporation would vest by virtue of such merger into Patagonia Gold (BVI) Limited. Patagonia Gold (BVI) Limited, a wholly owned subsidiary of Patagonia Gold Corporation, is an International Business Company incorporated under the International Business Companies Act of the British Virgin Islands. The merger has been approved by the Directors and shareholders of Patagonia Gold Corporation and the sole Director and sole shareholder of Patagonia Gold (BVI) Limited. The shareholders of Patagonia Gold Corporation will receive one common share of the surviving company for each common share of Patagonia Gold Corporation they own. The merger will be effective on November 29, 2002. After the merger is effected it is expected that the common shares of Patagonia Gold Corporation would cease to be traded on the NASD OTC Bulletin Board and in there place the common shares of Patagonia Gold (BVI) Limited would trade on the NASD OTC Bulletin Board. Item 6. Resignations of Registrant's Directors. Not Applicable Item 7. Financial Statements and Exhibits. Not Applicable Item 8. Change in Fiscal Year. Not Applicable Item 9. Regulation FD Disclosure. Not Applicable 2 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. PATAGONIA GOLD CORPORATION Date: October 28, 2002 by: /s/ Terry Longair ---------------- ----------------- Terry Longair, President and Director 3