UNITED STATES
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 REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 21, 2002
2KSOUNDS CORPORATION
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(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 000-32229 76-0616474
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(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
21700 OXNARD STREET, SUITE 1030
WOODLAND HILLS, CALIFORNIA 91367
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 593-2225
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
WIRELESS SYNERGIES, INC.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On May 22, 2002, Wireless Synergies, Inc., a Nevada corporation (the
"Company"), announced that on May 21, 2002, amendments to its articles of
incorporation became effective which changed the name of the Company to 2KSounds
Corporation, and increased the number of shares of capital stock the Company is
authorized to issue to six hundred million (600,000,000) shares, par value
$0.001 per share, consisting of five hundred million (500,000,000) shares of
common stock and one hundred million (100,000,000) shares of preferred stock.
The voting powers, designations, preferences and relative participating,
optional and other rights, if any, and the qualifications, limitations or
restrictions, if any, of the preferred stock in one or more series shall be
fixed by the Company's Board of Directors from time to time in accordance with
the provisions of the Nevada General Corporation Law.
In connection with the change of its corporate name, the Company was
assigned TWOK as its new trading symbol on the Over-The-Counter Bulletin Board
(OTCBB). Trading commenced under the new trading symbol on May 21, 2002. In
connection with the corporate name change, the Company obtained a new CUSIP
number, which is 90210U 10 0.
The Company also announced that its previously announced 20-for-1 forward
stock split, in the nature of dividend, was effective May 21, 2002, payable to
shareholders of record as of the close of business on May 20, 2002. As a result
of the forward stock split, the 18,697,279 issued and outstanding shares of the
Company's common stock now represent, in the aggregate, 373,945,580 shares of
common stock, and each one share of the Company's common stock represents 20
shares of common stock. Shareholders will receive 19 additional shares of the
Company's common stock for each share of common stock they hold in the Company.
The Company has ordered a sufficient number of stock certificates bearing
the Company's new corporate name. The Company will issue to each shareholder of
record as of the close of business on May 20, 2002, a stock certificate bearing
our new 2KSounds Corporation corporate name and CUSIP number for the number of
additional number of shares which each shareholder is entitled to receive as a
result of the forward stock split (i.e., 19 additional shares of common stock
for each one share held on the record date).
Certificates representing the additional shares of common stock to be
distributed to holders of common stock on the record date will be mailed to each
shareholder directly by the Company's transfer agent, American Stock Transfer &
Trust Company. With respect to each shareholder's existing Wireless stock
certificate, such certificate represents, and will continue to represent, the
number of shares denominated on the face of such certificate. The Company urges
each shareholder to send their existing Wireless stock certificate to our
transfer agent, American Stock Transfer & Trust Company, who will reissue to
such shareholder a new stock certificate in their name for the same number of
shares represented by their existing Wireless stock certificate. The new stock
certificate issued to shareholders representing the reissued shares will bear
the Company's new corporate name and CUSIP number. A transmittal letter
addressed to American Stock Transfer will be sent to the Company's shareholders
for their use in sending their existing Wireless stock certificates back to our
transfer agent.
While the Company encourages each shareholder to submit their existing
Wireless stock certificate to our transfer agent so that the shares represented
thereby can be reissued to such shareholder on the Company's new stock
certificates, shareholders are not required to do so. American Stock Transfer
will continue to process transfers of shares represented by existing Wireless
stock certificates.
The corporate name change, increase in the authorized capital stock of the
Company, and 20-for-1 forward stock split were approved by shareholders owning a
majority of the outstanding shares of the Company's common stock, and were
disclosed in the Company's definitive Information Statement on Schedule 14C,
which was filed with the Securities and Exchange Commission and mailed to
stockholders on April 29, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a): Financial Statements of Businesses Acquired - Not Applicable.
(b): Pro Forma Financial Information- Not Applicable.
(c): Exhibits:
3.1 Certificate of Amendment to Articles of Incorporation, as filed
with the Secretary of State of the State of Nevada on May 7,
2002 and as effective on May 21, 2002.
99.1 Press Release dated May 22, 2002 announcing the effectiveness
of the corporate name change and the 20-for-1 forward stock
split ("Wireless Synergies Announces Change of Name to 2KSounds
Corporation and Forward Stock Split").
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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.
2KSOUNDS CORPORATION
By: /s/ John Guidon
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John Guidon
Chief Executive Officer
Dated: May 24, 2002
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EXHIBIT INDEX
3.1 Certificate of Amendment to Articles of Incorporation, as filed
with the Secretary of State of the State of Nevada on May 7,
2002 and as effective on May 21, 2002.
99.1 Press Release dated May 22, 2002 announcing the effectiveness
of the corporate name change and the 20-for-1 forward stock
split ("Wireless Synergies Announces Change of Name to 2KSounds
Corporation and Forward Stock Split").