Section 1 - Registrant's Business and Operations Section 2 - Financial Information Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On April 13, 2005 Registrant issued shares of common stock to Steve Careaga in the amount of 60,000,000 shares. The common stock is issued to Careaga in his capacity as Chief Executive Officer and director as consideration of services past and continuing.
The stock was sold by Registrant pursuant to a board of directors' resolution in reliance on the Securities Act of 1933 and an exemption from the registration provisions of that law contained in section 4 (2) thereof.
Item 3.03 Material Modification to Rights of Security Holders.
On April 14, 2005 the Board of Directors of Registrant passed a resolution to authorize a reverse stock split of the issued common stock of Registrant. No record date and effective date has been set for the reverse split. Registrant anticipates that the split will take effect when an information statement is filed with the SEC on Schedule 14C and distributed to shareholders and in accordance with the timing requirements of the SEC, the laws of the state of Nevada, if any, and in light of the notice requirements of the NASD.
The proposed reverse stock-split will affect Registrant's common stock holders such that, in the event of that new equity securities are issued after giving effect to the reverse split, the voting powers of the current common stock holders and relative percentage of equity in Registrant will be reduced substantially. As of the effective date of the reverse split, however, the relative holdings of all equity securities holders will remain the same as before the reverse split.
Section 4 - Matters Related to Accountants and Financial Statements Section 5 - Corporate Governance and Management Section 6 - [Reserved] Section 7 - Regulation FD Section 8 - Other Events Section 9 - Financial Statements and Exhibits
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