8-K 1 enefceo8k.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 5/7/04 Date of Report (12/31/03) (Date of Earliest Event Reported) ENEFTECH CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Texas 00-32677 76-0676166 --------------- ----------- ------------------ (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 32 Kerr Avenue, Kensington, CA 94707 ---------------------------------------- (Address of principal executive offices) (949) 862-5834 ------------------------------- Registrant's telephone number ILN BETHANY CORPORATION 15007 Grove Gardens, Houston, TX 77082 --------------------------------------------- (Former name and address of Registrant) 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 Not applicable. ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS Change in Management. Effective as of 11:59 pm on 12/31/03 the Board of Directors of the Company accepted the resignation of Mary-Jean Buerer as Chief Executive Officer of the corporation and El Hadj Malick Kane as Chief Operating Office effective as of 11:59 pm on 12/31/02. It is the boards decision that Mary-Jean Buerer shall remain President and Chairman of the Board of Directors until the next annual meeting of stockholders and/or until a successor is elected and has qualified, or until such director's earlier death, resignation or removal. Effective as of 11:59 pm on 12/31/03 the Board of Directors of the Company accepted the resignation of El Hadj Malick Kane as Chief Operating Officer of the corporation. No new officer will be appointed until such times as he/she is approved by the Board of Directors. Effective as of 12:01 am on 1/1/04 the Board of Directors of the Company accepted the appointment of Stephen Stotesbery as Chief Executive Officer of the corporation until the next annual meeting of stockholders and/or until a successor is elected and has qualified, or until such officer's earlier death, resignation or removal. ITEM 7. FINANCIAL STATEMENTS Not applicable. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. EXHIBITS Exhibit 99.1 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. ENEFTECH CORPORATION MAY 7th, 2004 By /s/ Mary-Jean Buerer -------------------------------- Mary-Jean Buerer, President Exhibit 99.1 WAIVER OF NOTICE OF SPECIAL MEETING OF BOARD OF DIRECTORS OF ENEFTECH CORPORATION. WE, the undersigned, being all of the Directors of the Corporation, hereby agree and consent that a special meeting of the Board of Directors be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof. We do further agree and consent that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the Board of Directors present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjournment or adjournments were held after notice. Place of Meeting:371-A Bethany Rd., Burbank, CA 91504 Date of Meeting:12/31/03 Time of Meeting: 10:00 am Purpose of Meeting : To approve the resignation of Mary-Jean Buerer as Chief Executive Officer of the corporation effective as of 11:59 pm on 12/31/03; And To approve the resignation of El Hadj Malick Kane as Chief Operating Officer of the corporation effective as of 11:59 pm on 12/31/03; And To accept the appointment of Stephen Stotesbery as Chief Executive Officer of the corporation effective as of 12:01 am on 1/1/04; /s/ Mary-Jean Buerer _____________________ Director /s/ Meinrad Buerer_______________________ Director /s/ El Hadj Malick Kane____________________ Director Date:12/31/02 MINUTES OF SPECIAL MEETING OF BOARD OF DIRECTORS OF ENEFTECH CORPORATION. The special meeting of the Board of Directors of the Corporation was held on the date and at the time and place set forth in the written waiver of Notice signed by the Board of Directors, fixing such time and place, and prefixed to the minutes of this meeting. There were present the following : Mary-Jean Buerer ?PRESIDENT, TREASURER Meinrad Buerer ?VICE-PRESIDENT,SECRETARY El Hadj Malick Kane-DIRECTOR being all of the Directors of the Corporation. The meeting was called to order by the President. It was moved, seconded and unanimously carried that Mary-Jean Buerer acted as Chairman and Meinrad Buerer acted as Secretary. After discussion, upon motion duly made, seconded and carried, it was, RESOLVED that the Board of Directors of the Company be and they hereby are authorized and directed to accept the resignation of; Mary-Jean Buerer as Chief Executive Officer of the corporation and El Hadj Malick Kane as Chief Operating Office effective as of 11:59 pm on 12/31/02. It is the boards decision that Mary-Jean Buerer shall remain President and Chairman of the Board of Directors until the next annual meeting of stockholders and/or until a successor is elected and has qualified, or until such director's earlier death, resignation or removal. FURTHER RESOLVED that the Board of Directors of the Company be and they hereby are authorized and directed to accept the appointment of Stephen Stotesbery as Chief Executive Officer of the corporation effective as of 12:01 am on 1/1/04. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, it was adjourned. /s/ Meinrad Buerer Secretary /s/ Mary-Jean Buerer Director /s/ Meinrad Buerer Director /s/ El Hadj Malick KanE Director Date:12/31/02 Time:10:00 am Place:371-A Bethany Rd., Burbank, CA 91504 ?? ?? ?? ??

MANAGEMENT Names Title or Position Ages Mary-Jean Buerer President/Treasurer, CEO and Director 27 El Hadj-Malick Kane COO and Director 33 Meinrad C. Buerer Vice President/Secretary and Director 29 R. Michael Mendieta CFO **

Executive Development Salary Mary Jean Buerer, CEO 350,000 Shares El Hadj-Malick Kane, COO 350,000 Shares Meinrad C. Buerer, VP of Energy and 350,000 Shares Sustainability Advisory Services R. Michael Mendieta, CFO 175,000 Shares

ASSETS Deferred tax asset, less valuation allowance of $186 $ - TOTAL ASSETS $ - ========= LIABILITIES AND STOCKHOLDER'S EQUITY LIABILITIES $ - --------- TOTAL LIABILITIES - --------- COMMITMENTS AND CONTINGENCIES (NOTE 4) STOCKHOLDER'S EQUITY Preferred Stock, $.0001 par value, 20,000,000 shares authorized; none outstanding $ - Common Stock, $.0001 par value, 100,000,000 shares authorized; 5,000,000 shares issued and outstanding 500 Additional paid-in capital 1,738 Stock subscription receivable (1,000) Deficit accumulated during the development stage (1,238) --------- TOTAL STOCKHOLDER'S EQUITY - --------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ - =========

EXPENSES Organizational expenses $ 300 Professional fees 938 --------- NET LOSS BEFORE INCOME TAX $(1,238) INCOME TAXES - --------- NET LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT STAGE $(1,238) ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (BASIC AND DILUTED) 5,000,000 ========= NET LOSS PER SHARE (BASIC AND DILUTED) $ (0.00) =========

CASH FLOWS FROM OPERATING ACTIVITIES Net loss $(1,238) --------- NET CASH USED BY OPERATING ACTIVITES (1,238) --------- CASH FLOWS FROM FINANCING ACTIVITIES Capital Contributed 1,238 --------- NET CASH PROVIDED BY FINANCING ACTIVITIES 1,238 --------- NET INCREASE IN CASH AND EQUIVALENTS FOR THE PERIOD AND CUMULATIVE DURING THE DEVELOPMENT STAGE - CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD - --------- CASH AND CASH EQUIVALENTS - END OF PERIOD $ - ========= SUPPLEMENTAL DISCLOSURES Interest paid $ - Income taxes paid $ - SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES Common stock issued for stock subscriptions receivable $ 1,000 ---------

Accumulated Deficit Common Stock Additional Stock During the Total -------------------- Paid-In Subscription Development Stockholder's Description Shares Amount Capital Receivable Stage Equity ----------------------------------------------------------------------------------------------- Common stock issued for cash 5,000,000 $ 500 $ 500 $(1,000) - Contributed capital - - 1,238 - - 1,238 Net loss and cumulative loss during the development stage - - - (1,238) (1,238) ----------------------------------------------------------------------------------------------- BALANCE, April 30, 2001 5,000,000 $ 500 $ 1,738 $(1,000) $(1,238) $ - ===============================================================================================

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