1 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 event requiring report: June 22, 2001 Wallin Engines Corporation --------------------------------------- (Exact name of registrant as specified in its charter) Nevada ---------------- (State or other jurisdiction of incorporation or organization) 0-28409 84-1416078 --------- ------------ (Commission File Number) (IRS Employer Identification Number) 6314 King Valley Drive, West Valley City, Utah 84128 ------------------------------------------------------ (Registrant's address) (801) 964-4810 ---------------- (Registrant's telephone number, including area code) 2 - ------------------------------------------------------------------------------ ITEM 5. OTHER EVENTS - ------------------------------------------------------------------------------ On June 22, 2001, the Board of Directors and Majority Shareholders of Wallin Engines Corporation (the "Company") approved and authorized to amend Article Fourth to the Company's Articles of Incorporation, increasing the number of authorized shares of the Company's $0.001 par value common stock ("Common Stock") from 20,000,000 shares to 45,000,000 shares. The increase in authorized shares will permit the Company to have additional authorized but unissued shares available for sale to raise additional capital, for issuance to acquire other companies, or for other corporate purposes. A copy of the Certificate of Amendment of Articles of Incorporation is attached hereto as an exhibit and is incorporated herein by this reference. This Certificate of Amendment is in the process of being filed with the Nevada Secretary of State and is effective July 31, 2001 or upon filing with the Nevada Secretary of State, whichever is later. LIST OF EXHIBITS Sec Ref. Page No. No. Description - -------- ---- ----------- Ex-3(i)(c) 3 Certificate of Amendment of Articles of Incorporation Being filed with the Nevada Secretary of State and effective July 31, 2001, or upon the filing date with the Nevada Secretary of State, whichever is later. Pursuant to the requirement of the Securities Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: June 25, 2001 WALLIN ENGINES CORPORATION By: /s/ MICHAEL LINN --------------------------------- Name: Michael Linn Title: President