Our
stockholders holding more than 54% of our outstanding common stock approved
by
written consent a Certificate of Amendment to Articles of Incorporation to
(1)
effect a one for 12.2 reverse stock split of our shares of common stock, (ii)
to
increase our authorized shares to 800,000,000 shares of common stock, $.001
par
value per share, and (ii) to authorize 20,000,000 shares of preferred stock,
$.001 par value per share. We filed the Certificate of Amendment to Articles
of
Incorporation on February 27, 2007 with the Nevada Secretary of State with
an
effective date of March 2, 2007.
STOCK
SPLIT. As
a
result of the reverse stock split, which became effective March 2, 2007, every
12.2 shares of our issued and outstanding common stock was automatically
combined into one issued and outstanding share of our common stock without
any
change in par value of such shares. No fractional shares will be issued in
connection with the reverse stock split. All fractional shares will be rounded
up to the next whole number of shares. The reverse split affected all of the
holders of our common stock uniformly and did not affect any stockholder’s
percentage ownership interest or proportionate voting power, except for
insignificant changes that resulted from the rounding of fractional shares.
Without any further action on our part or the holders of the common stock,
the
shares of common stock held by stockholders of record as of the effective date
of the reverse split were converted into the right to receive an amount of
whole
shares of common stock equal to the number of their shares of common stock
divided by 12.2, subject to the rounding up of any fractional shares.
NO
STOCKHOLDER ACTION BY WRITTEN CONSENT. Effective
on March 2, 2007 and as a result of the filing of our Certificate of Amendment
to Articles of Incorporation, stockholders may only act at an annual or special
meetings of stockholders and may not act by written consent.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS
(a)
Financial
Statements of Business Acquired.
Not
applicable.
(b)
Pro
Forma financial information.
Not
applicable.
(c)
Shell
company transactions.
Not
applicable.
(d)
Exhibits
3.1
Certificate
of Amendment to Articles of
Incorporation
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.
