UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
WASHINGTON, DC 20549 | ||
FORM 8-K/A | ||
CURRENT REPORT | ||
Pursuant to Section 13 OR 15(d) of the | ||
Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest reported) | November 13, 2007 | |
SMOKERS LOZENGE INC. | ||
(Exact name of registrant as specified in its chapter) | ||
NEVADA | 000-52207 | 98-0512139 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation | File Number) | Identification No.) |
200-245 East Liberty Street, Reno, NV | 89501 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code | 604-893-8778 |
& nbsp;
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions.
( ) | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
( ) | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
( ) | Pre commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR.240.14d-2(b)) |
( ) | Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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INFORMATION TO BE INCLUDED IN THE REPORT
Section 3 – Securities and Trading Markets Item 3.02 – Unregistered Sales of Equity Securities |
Effective November 13, 2007, 800,000 shares of common stock, par value of $ 0.001 were allotted and issued to Locksley Samuels. These shares were issued for repayment of a loan granted to the Registrant in the amount of $ 10,000. As a result of the aforesaid share issuance, Mr. Samuels is now a principal shareholder owning 26% of the outstanding common stock of the Registrant. Mr. Samuels is neither an officer nor director of the Registrant.
The issued and outstanding share capital of the Registrant is now 3,000,000 shares of common stock.
The offer and sale of the shares were exempt from registration pursuant to section 4(2) of the Securities Act, Rule 701 and Rule 506 of Regulation D promulgated thereunder. The Registrant limited the manner of the offering and provided disclosure regarding the offering and the Registrant to the stockholders. The Registrant believes that these sales were also exempt under Regulation S under the Securities Act, as such sales were made in offshore transactions to non-U.S. persons.
Section 5 – Corporate Governance and Management. Section 5.01 – Changes in Control of the Registrant |
On November 15, 2007, the Registrant repurchased 1,500,000 shares from its President, Dudley Delapenha (6% shareholder) and two of its principal shareholders at a mutually agreed price of $0.01 per share for an aggregate of $ 15,000. All 1,500,000 shares were cancelled effective November 14, 2007.
This issued and outstanding share capital of the Registrant is now 1,500,000 shares of common stock and is entirely held by minority shareholders where all shareholders hold less than 10% of the total number of outstanding shares of the Registrant.
All of the Registrant’s authorized shares are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets. Holders of shares are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders. Holders of shares are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available. In the event of our liquidation, dissolution or winding up the holders of shares are entitled to share pro-rata in all assets remaining after payment of liabilities.
The Registrant’s shares have no pre-emptive, conversion or other subscription rights. There are no redemption or sinking fund provisions applicable to the shares.
The Registrant’s articles and by-laws do not contain any provisions that would delay, defer or prevent our change in control.
Section 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective November 16, 2007, the Registrant filed a notice with the Secretary of State for Nevada, pursuant to NRS 78.385 and 78.390 of the Nevada Statutes, whereby the Registrant increased its authorized share capital and outstanding common stock as follows:
The number of authorized common stock, par value $0.001, was increased on a one for 15 basis, and the authorized common stock increased from 200,000,000 to 3,000,000,000. Accordingly, the number of issued common stock increased from 1,500,000 to 22,500,000.
The increase in authorized share capital and outstanding common stock was approved by majority vote.
Section 9 – Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. |
Exhibit 99.1 Amended Articles of Incorporation dated November 16, 2007.
SIGNATURES |
Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SMOKERS LOZENGE INC. | ||
Date :November 26, 2007 | By : | /s/ Dudley Delapenha |
Dudley Delapenha, | ||
President and CEO |