Attached files
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| EX-3.(I)1 - EX-3.(I)1 - Attis Industries Inc. | v202965_ex3i-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC
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) November 15, 2010
Brooklyn
Cheesecake & Desserts Company, Inc.
(Exact
Name of Registrant as Specified in Charter)
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New York
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1-13984
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13-3832215
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(State
or Other Jurisdiction of
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(Commission
File No)
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(IRS
Employer
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Incorporation)
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Identification
No)
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2070 Central Park Avenue, 2nd Floor, Yonkers, NY
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10710
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(914) 361-1420
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(Registrant’s
Telephone Number, Including Area Code)
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Not Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General Instruction A.2. below):
¨ 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))
This Form
8-K and other reports we file from time to time with the Securities and Exchange
Commission (collectively the “Filings”) contain or may contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, our management as well as estimates and assumptions made
by our management. When used in the Filings the words “anticipate”, “believe”,
“estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms
and similar expressions as they relate to us or our management identify forward
looking statements. Such statements reflect our current view with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors (including the risks contained in the section of this report entitled
“Risk Factors”) relating to our industry and our operations and results of
operations. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or
planned.
Although
we believe that the expectations reflected in the forward looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward looking
statements to conform these statements to actual results.
Item
5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
On
November 15, 2010, we amended and restated our Certificate of Incorporation (a)
to effect a one (1) for seven (7) reverse split of our outstanding shares of
Common Stock on such date; and (b) to increase our total authorized capital
stock to 80,000,000 shares, of which 75,000,000 shares are classified as Common
Stock, par value $.025 per share, and 5,000,000 shares are classified as
Preferred Stock, par value $.001 per share. The full text of our Restated
Certificate of Incorporation as so amended is attached as an exhibit
hereto.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements of Businesses Acquired.
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None.
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(b)
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Pro
Forma Financial Information.
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None.
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(c)
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Exhibits.
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Exhibit No.
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Description.
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3(i).1
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Restated
Certificate of Incorporation of Brooklyn Cheesecake & Desserts
Company, Inc.
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
BROOKLYN
CHEESECAKE & DESSERTS COMPANY, INC.
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By:
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/s/ Anthony J. Merante
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Anthony
J. Merante, CEO
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Dated:
November 16, 2010
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