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

                 Date of earliest event reported, April 29, 1999



                          APPLIED CAPITAL FUNDING, INC.



         Colorado                      0-23171                     84-1280679  
(State of Incorporation)       (Commission File Number)        (IRS I.D. Number)



                              c/o Steven L. Siskind
                           645 Fifth Avenue, Suite 403
                            New York, New York 10022
               (Address of principal executive offices)(Zip Code)


                                 (212) 750-2002
              (Registrant's telephone number, including area code)




                          APPLIED CAPITAL FUNDING, INC.
                             4155 East Jewell Avenue
                                    Suite 909
                             Denver, Colorado 80222
             (Former name or address, if changed since last report)


<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

On April 29, 1999, the  Corporation's  existing Board of Directors  resigned and
Messrs.  Ajmal Khan,  Jeffrey L.  Taylor,  and Peter Lee were  appointed  to the
Corporation's Board of Directors.  In addition, Mr. Khan was elected to serve as
President,  Mr. Taylor was elected to serve as Vice  President,  and Mr. Lee was
elected to serve as Secretary  and  Treasurer.  Accordingly,  the  Corporation's
current directors and officers are set forth in the following table:

NAME                                POSITION

Ajmal Khan                          President & Director

Jeffrey L. Taylor                   Vice President and Director

Peter Lee                           Secretary and Treasurer


The registrant is not aware of any  arrangements  that may result in a change in
control subsequent to the date hereof.

Item 5.  Other Events.

Prior to their resignations on April 29, 1999,  Directors David Reitsma and Gary
Clark,  by written  consent  in lieu of  meeting,  agreed to retire the  160,000
outstanding shares of the Company's Preferred Common Stock.  Subsequent to their
appointment, by written consent in lieu of meeting dated April 29, 1999, the new
directors  authorized  a  forward  split  of  all of the  3,200,000  issued  and
outstanding  common  stock of the  Company's  shares  on a 2.5 share for 1 share
basis, .

The record date for  determining  holders  entitled to  participate in the stock
split  is May 10,  1999.  The  date of  delivery  is May 14,  1999.  Immediately
following  the split there will be  8,000,000  share of common  stock issued and
outstanding.  The Company will round up  fractional  shares to the nearest whole
share. The Company's  officers have been instructed to properly notify the NASD,
the Company's  transfer  agent and the Company's  shareholders,  and to file the
appropriate notice with the SEC.

The Company's transfer agent is Corporate Stock Transfer, 370  17th Street,
Suite 2350, Denver, Colorado 80202; Tel: (303) 595-3300.

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.


                                           APPLIED CAPITAL FUNDING, INC.
                                           -----------------------------
                                                            (Registrant)
Dated:  May 14, 1999

                                           By:__________________________
                                              Peter Lee, Secretary
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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

                 Date of earliest event reported, April 29, 1999

                          APPLIED CAPITAL FUNDING, INC.

         Colorado                      0-23171                     84-1280679  
(State of Incorporation)       (Commission File Number)        (IRS I.D. Number)

                              c/o Steven L. Siskind
                           645 Fifth Avenue, Suite 403
                            New York, New York 10022
               (Address of principal executive offices)(Zip Code)

                                 (212) 750-2002
              (Registrant's telephone number, including area code)

                          APPLIED CAPITAL FUNDING, INC.
                             4155 East Jewell Avenue
                                    Suite 909
                             Denver, Colorado 80222
             (Former name or address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 1. Changes in Control of Registrant.

On April 29, 1999, the  Corporation's  existing Board of Directors  resigned and
Messrs.  Ajmal Khan,  Jeffrey L.  Taylor,  and Peter Lee were  appointed  to the
Corporation's Board of Directors.  In addition, Mr. Khan was elected to serve as
President,  Mr. Taylor was elected to serve as Vice  President,  and Mr. Lee was
elected to serve as Secretary  and  Treasurer.  Accordingly,  the  Corporation's
current directors and officers are set forth in the following table:

NAME                                POSITION

Ajmal Khan                          President & Director

Jeffrey L. Taylor                   Vice President and Director

Peter Lee                           Secretary and Treasurer

The registrant is not aware of any  arrangements  that may result in a change in
control subsequent to the date hereof.

Item 5.  Other Events.

Prior to their resignations on April 29, 1999,  Directors David Reitsma and Gary
Clark,  by written  consent  in lieu of  meeting,  agreed to retire the  160,000
outstanding shares of the Company's Preferred Common Stock.  Subsequent to their
appointment, by written consent in lieu of meeting dated April 29, 1999, the new
directors  authorized  a  forward  split  of  all of the  3,200,000  issued  and
outstanding  common  stock of the  Company's  shares  on a 2.5 share for 1 share
basis, .

The record date for  determining  holders  entitled to  participate in the stock
split  is May 10,  1999.  The  date of  delivery  is May 14,  1999.  Immediately
following  the split there will be  8,000,000  share of common  stock issued and
outstanding.  The Company will round up  fractional  shares to the nearest whole
share. The Company's  officers have been instructed to properly notify the NASD,
the Company's  transfer  agent and the Company's  shareholders,  and to file the
appropriate notice with the SEC.

The Company's transfer agent is Corporate Stock Transfer, 370  17th Street,
Suite 2350, Denver, Colorado 80202; Tel: (303) 595-3300.

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.

                                           APPLIED CAPITAL FUNDING, INC.
                                           -----------------------------
                                                            (Registrant)
Dated:  May 14, 1999

                                           By:__________________________
                                              Peter Lee, Secretary