Attached files
| file | filename |
|---|---|
| EX-3.1 - CERTIFICATE OF MERGER. - SMARTLINX INC. | exhibit3-1.htm |
| EX-3.3 - CERTIFICATE OF CHANGE - SMARTLINX INC. | exhibit3-3.htm |
| EX-3.2 - ARTICLES OF MERGER - SMARTLINX INC. | exhibit3-2.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER DATED SEPTEMBER 14, 2009 - SMARTLINX INC. | exhibit2-1.htm |
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) October 13, 2009
SMARTLINX INC.
(Exact name
of registrant as specified in its charter)
| NEVADA | 000-51714 | 74-3152432 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 103 East Holly Street, #410 | |
| National Bank Building | |
| Bellingham, WA | 98225 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (360) 306-1133
CIGNUS VENTURES INC.
(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 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))
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
| ITEM 5.03 | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
Name Change
Effective October 13, 2009, the Cignus Ventures Inc. (“the Company”) changed its name to “Smartlinx Inc.” (the “Name Change”). To effect the Name Change, the Company completed a merger of Smartlinx Acquisition Corp., its wholly owned subsidiary, with and into the Company, with the Company continuing as the sole surviving entity. Pursuant to 92A.180 of the Nevada Revised Statutes, shareholder approval for the merger was not required.
Copies of the Certificate of Merger and file-stamped Articles of Merger are attached as exhibits to this report.
2.7-for-1 Stock Split
Also effective October 13, 2009, the Company amended its Articles of Incorporation in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes by increasing its issued and authorized capital on a 2.7 -for-1 basis (the “Stock Split”). Accordingly, the Company’s authorized capital of common stock has been increased from 100,000,000 shares to 270,000,000 shares of common stock, $0.001 par value per share, and the Company’s issued and outstanding shares were increased correspondingly from 16,000,000 shares to 43,200,000 shares.
A copy of the Company’s file-stamped Certificate of Change to its authorized capital is attached as an exhibit to this report.
SECTION 7 – REGULATION FD
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
Change to OTC Bulletin Board Symbol
As a result of the Name Change and the Stock Split, the Company’s OTC Bulletin Board symbol has changed from “CGNV” to "SMLK" effective October 14, 2009.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
SIGNATURE
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.
| SMARTLINX INC. | ||
| Date: October 19, 2009 | ||
| By: | /s/ Abraham Joy | |
| ABRAHAM JOY | ||
| President and Chief Executive Officer | ||
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