Phoenix Resources Technologies Inc – ‘8-B12G’ on 12/19/95

As of:  Tuesday, 12/19/95   ·   Accession #:  1002283-95-2   ·   File #:  0-19708   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 12/28/98 by the SEC on 12/28/98. ®

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Registration of Securities of a Successor Issuer   —   Form 8-B
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-B12G      Registration of Successor Issuer                       2±    11K 
 2: EX-2        Exhibit A - Articles of Merger                         5±    22K 

8-B12G   —   Registration of Successor Issuer
Document Table of Contents

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-B

 REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS

  Filed Pursuant to Section 12(b),12(g) of the Securities Exchange Act of 1934

HUGHES RESOURCES, INC.
(Exact name of Registrant as specified in its charter)

 STATE OF NEVADA
 State or other Jurisdiction of incorporation or organization)

 84-10034982
 (I.R.S. Employer Identification Number)

      8283 NORTH HAYDEN ROAD, SUITE 128, SCOTTSDALE, ARIZONA 85258
    (Address of principal executive offices)

Securities to be registered pursuant to Section 12 (b) of the Act:              
Title of each  class  to be so  registered:  Common Stock                       
Name of each  exchange  on which each  class  is to be registered: NASDAQ,      
Boston Stock Exchange                                                           

Securities to be registered pursuant to Section 12 (g) of the Act:              
Title of each class to be so registered: Common Stock                           

Item 1.    General Information                                                  

(a)  Articles of Incorporation filed with the State of Nevada on July 7, 1995.  

(b)  Hughes Resources, Inc.'s year end fiscal date is October 31.               

Item 2.   Transaction of Succession                                             

(a)  Hughes Resources, Inc., a Colorado Corporation.  NASDAQ symbol "HURI"      

(b) Hughes Resources, Inc., a Colorado Corporation,  pursuant to the Corporation
Laws of the State of Colorado,  was  redomiciled  from  Colorado to Nevada.  The
surviving  corporation  assumed the existing name of Hughes Resources,  Inc. The
capital  structure  and  consolidated  balance  sheets of the  successor  issuer
(Hughes   Resources,   Inc.  of  Nevada)   immediately   after  succession  were
substantially  the same as those of the single  predecessor  (Hughes  Resources,
Inc.  of  Colorado).  Each  share of Common  and  Preferred  Stock of the Nevada
Company  has the same  designations,  relative  rights,  privileges,  powers and
restrictions  as the Common and  Preferred  shares of stock of the same type and
designation of the Colorado Company.                                            

Item 3.   Securities to be Registered.                                          

Common Stock                                                                    

(1) Presently Authorized:              26,595,744             
(2) Presently Issued and Outstanding:   4,929,891             
(3) Presently Issued and held by or                           
for the account of Registrant:            -0-         

Preferred Stock                                                                 

(1) Presently Authorized:              10,000,000             
(2) Presently Issued and Outstanding:     200,000             
(3) Presently Issued and held by or                           
for the account of Registrant:             -0-        

Item 4.     Description of Registrant's Securities to Be Registered             

Registrant  incorporates by reference Part II, Item 5 of its Form 10-K filed for
the fiscal  year ended  October  31,  1994 and Part II,  Item 2 of its Form 10-Q
filed for the third quarter ended April 30, 1995 in answer to this item.        

Item 5.                                                                         

(a)      Financial Statements.     No financial statements are attached         
hereto since the capital structure and balance sheet of the registrant          
immediately after the succession were substantially  the same as those          
of the predecessor.                                                             

(b)      Exhibits.                                                              

Exhibit A         Hughes Resources, Inc. Articles of Merger filed               
with the Secretary of State of Nevada on July 31, 1995.                         

(2)      Not Applicable.                                                        

(3)      Not Applicable.                                                        

SIGNATURE                                                                       

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the  registrant  has duly caused this  application  for  registration  (or
registration  statement) to be signed on its behalf by the undersigned,  thereto
duly authorized.                                                                

                                HUGHES RESOURCES, INC.

Date: 12/18/95                               /s/ James R. Ray                   
                                President and Director

Dates Referenced Herein

This ‘8-B12G’ Filing		Date		Other Filings
Changed as of / Corrected on:		12/28/98		None on these Dates
Filed on:		12/19/95
		7/31/95
		7/7/95
		4/30/95
		10/31/94
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