content: <PAGE>  1
                        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
  
                                   March 9, 2000
                 -------------------------------------------------
                 (Date of Report: Date of earliest event reported)
  
  
                             PPI CAPITAL GROUP, INC.
              ------------------------------------------------------
        (Exact name of registrant as specified in its charter)
  
  
              UTAH                     0-24641             87-0401453
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
  
  
                     1661 Lakeview Circle, Ogden, Utah  84403
                  ------------------------------------------------
                      (Address of principal executive office)
  
  
  
  Registrant's telephone number, including area code: (801) 399-3632
                                                      --------------
  
                                Not Applicable
       ---------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  
  
  
                      
  <PAGE>
  <PAGE> 2
                                ITEM 5. OTHER EVENTS
  
       On March 9, 2000, the Registrant's board of directors approved the
  issuance of 10,910,843 shares of the Registrant's common stock to Mark A.
  Scharmann, the President of the Registrant, in exchange for the conversion of
  $109,108.43 in principle and accrued interest pursuant to the terms of a
  Master Promissory Note between the Registrant and Mr. Scharmann, dated May 1,
  1999.
  
       Prior to the conversion of the Master Promissory Note, the Company had
  1,869,081 shares of its common stock issued and outstanding. After giving
  effect to the issuance of the conversion shares to Mr. Scharmann, the
  Registrant had 12,779,924 shares of common stock issued and outstanding.  The
  shares issued to Mr. Scharmann constitute restricted securities issued
  pursuant to section 4(2) of the Securities Act of 1933, as amended.  Prior to
  the Master Promissory Note conversion, Mr. Scharmann owned 1,048,082 shares of
  the Registrant's common stock or approximately 56.1% of the issued and
  outstanding shares.  After the issuance of the conversion shares, Mr.
  Scharmann now owns 93.6% of the Registrant's issued and outstanding shares of
  common stock.
  
  
  
                              SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunder duly authorized.
  
                                           PPI CAPITAL GROUP, INC.
  
  
  
  Date:     May 23, 2000                       /S/David Knudson, Vice-President
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metadata_filer: {"company-data": {"conformed-name": "PPI CAPITAL GROUP INC", "cik": "0001065191", "assigned-sic": "8000", "irs-number": "870401453", "state-of-incorporation": "UT"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25449", "film-number": "642445"}, "business-address": {"street1": "1661 LAKEVIEW CIRCLE", "city": "OGDEN", "state": "UT", "zip": "84403", "phone": "8013993632"}}
text: 1
                        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
  
                                   March 9, 2000
                 -------------------------------------------------
                 (Date of Report: Date of earliest event reported)
  
                             PPI CAPITAL GROUP, INC.
              ------------------------------------------------------
        (Exact name of registrant as specified in its charter)
  
              UTAH                     0-24641             87-0401453
  ---------------------------- -----------------------  --------------------
  (State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
   of incorporation)
  
                     1661 Lakeview Circle, Ogden, Utah  84403
                  ------------------------------------------------
                      (Address of principal executive office)
  
  Registrant's telephone number, including area code: (801) 399-3632
                                                      --------------
  
                                Not Applicable
       ---------------------------------------------------------------------
          (Former name or former address, if changed since last report)
  2
                                ITEM 5. OTHER EVENTS
  
       On March 9, 2000, the Registrant's board of directors approved the
  issuance of 10,910,843 shares of the Registrant's common stock to Mark A.
  Scharmann, the President of the Registrant, in exchange for the conversion of
  $109,108.43 in principle and accrued interest pursuant to the terms of a
  Master Promissory Note between the Registrant and Mr. Scharmann, dated May 1,
  1999.
  
       Prior to the conversion of the Master Promissory Note, the Company had
  1,869,081 shares of its common stock issued and outstanding. After giving
  effect to the issuance of the conversion shares to Mr. Scharmann, the
  Registrant had 12,779,924 shares of common stock issued and outstanding.  The
  shares issued to Mr. Scharmann constitute restricted securities issued
  pursuant to section 4(2) of the Securities Act of 1933, as amended.  Prior to
  the Master Promissory Note conversion, Mr. Scharmann owned 1,048,082 shares of
  the Registrant's common stock or approximately 56.1% of the issued and
  outstanding shares.  After the issuance of the conversion shares, Mr.
  Scharmann now owns 93.6% of the Registrant's issued and outstanding shares of
  common stock.
  
                              SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, as
  amended, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned hereunder duly authorized.
  
                                           PPI CAPITAL GROUP, INC.
  
  Date:     May 23, 2000                       /S/David Knudson, Vice-President