Attached files
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| EX-3.1 - ID Perfumes, Inc. | v197425_ex3-1.htm |
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
September
20, 2010
Date of
report (Date of earliest event reported)
Adrenalina
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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0-52675
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20-8837626
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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501
Golden Isles Drive
Suite
204E
Hallandale, FL
33179
(Address
of Principal Executive Offices) (Zip Code)
(954)
454-9978
(Registrant's
telephone number, including area code)
Copies
to:
Peter
DiChiara, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
20855
NE 16th Avenue
Suite
#C-16
North
Miami Beach, FL 33179
(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))
Item 5.03 Amendments to Articles of
Incorporation or Bylaws;
Change in Fiscal Year.
On
September 20, 2010, Adrenalina, a Nevada corporation (the “Company”), filed a
Certificate of Amendment with the Secretary of State of Nevada. The Company’s
Articles of Incorporation shall be amended to effect a one-for-twenty reverse
split of the Company’s common stock (the “Reverse Split”). In
addition, the total number of common stock authorized that may be issued by the
Company shall be reduced in the same ratio as the Reverse Split, reducing the
authorized common stock from 70,000,000 to 3,500,000.
As the
Company’s authorized common stock is being reduced while correspondingly, and
proportionately, decreasing the number of shares issued and outstanding, the
Company was not required to obtain stockholder approval pursuant to Chapter 78
of the Nevada Revised Statues. The Company’s sole director approved
the Reverse Split and reduction of Company’s authorized common stock on
September 20, 2010.
Although
the amendment was effective with the State of Nevada on September 20, 2010, the
reverse split will not be effected until the Company receives approval from the
Financial Industry Regulatory Authority, Inc. (“FINRA”). Upon
approval by FINRA, each holder of common stock will receive 1 share
of the Company’s common stock for each 20 shares of the Company’s
common stock they own. The Company will not issue fractional shares in
connection with the foregoing stock split. Fractional shares will be
rounded up to the nearest whole share.
A copy of
the Certificate of Amendment is attached to this current report as Exhibit
3.1
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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3.1
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Certificate
of Amendment to Adrenalina’s Articles of Incorporation, filed with the
State of Nevada on September 20,
2010.
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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.
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Adrenalina
(Registrant)
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Date:
September 24, 2010
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By:
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/s/ Ilia Lekach
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Name: Ilia
Lekach
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Title: Chief
Executive Officer
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