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): July 28, 2006
SCIENTIFIC ENERGY, INC.
(Exact name of registrant as specified in its charter)
UTAH 000-50559 87-0680657
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27 Weldon Street, Jersey City, New Jersey 07306
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 985-8100
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modifications to Rights of Security Holders
On July 28, 2006, the Board of Directors of Scientific Energy, Inc. (the
"Company") unanimously voted to amend the Articles of Incorporation of the
Company to effect an one-for-ten reverse stock split of its issued and
outstanding common stock, $0.01 par value per share (the "Reverse Split").
Under the Section 16-10a-704 of the Utah Revised Business Corporate Act, the
Reverse Stock Split was also approved pursuant to the written consent of the
holders of a majority of the capital stock of the Company entitled to vote,
dated as of July 28, 2006. The Company intends to file such a Certificate of
Amendment to its Certificate of Incorporation shortly with the Secretary of
State of the State of Utah, with an effective time of 5:00 p.m. on August 21,
2006 (the "Effective Time").
As a result of the reverse stock split, each share of Common Stock outstanding
automatically converted into one-tenth of one share of the Common Stock at the
Effective Time. No fractional shares will be issued in connection with the
Reverse Split, and fractional shares resulting from the Reverse Split will be
rounded up to the nearest whole share.
The reverse stock split reduced the number of outstanding shares of the
Company's Common Stock. The number of shares of issued and outstanding common
stock of the Company before the Reverse Split was 49,158,488 and after the
Reverse Split will be approximately 4,915,855. The reverse stock split did not
alter the par value of the Common Stock, which is $0.01 per share, or modify
any voting rights or other terms of the Common Stock.
Once effective, each certificate representing shares of our common stock before
the Reverse Split will be deemed, for all corporate purposes, to evidence
ownership of the reduced number of shares of common stock resulting from the
Reverse Split, except that holders of unexchanged shares will not be entitled
to receive any dividends, if any, or other distributions payable by us after
the effective date until they surrender their old stock certificates for
exchange. As of the date of this Report, there were no convertible securities,
including options or warrants, issued and outstanding.
Our Transfer Agent, Interstate Transfer Company, will act as the exchange agent
for purposes of implementing the exchange of stock certificates. As soon as
practicable after the Effective Time, shareholders of record at the close of
business on August 18, 2006 will receive a letter of transmittal requesting
them to surrender their stock certificates for new stock certificates
reflecting the adjusted number of shares as a result of the Reverse Split.
Until surrender, each certificate representing shares before the Reverse Split
will continue to be valid and will represent the adjusted number of shares
based on the exchange ratio of the Reverse Split, rounded up to the nearest
whole share.
A form of the proposed Certificate of Amendment is attached as Exhibit 3.1
to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The disclosure set forth above under Item 3.03 of this Current Report on Form
8-K is incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
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3.1 Form of Certificate of Amendment of the Amended 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.
SCIENTIFIC ENERGY, INC.
By: /s/ Stanley Chan
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Stanley Chan, President, CEO and Director
Date: July 28, 2006