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EX-99.1 CHARTER - CERTIFICATE OF OWNERSHIP - BioCube, INC.ex99.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[Missing Graphic Reference]

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): December 20, 2010
 
ALLIANCE NETWORK COMMUNICATIONS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
333-137920
 
20-3547389
(State or other jurisdiction of incorporation)
 
 (Commission
 File Number)
 
 (IRS Employer
Identification No.)
         
1365 N. Courtenay Parkway, Suite A
Merritt Island, FL 32953
321.452.9091
(Address and telephone number of Registrant's principal
executive offices and principal place of business)

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))


 
Section 5 – Corporate Governance and Management
 
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

On December 20, 2010, the Registrant filed a Certificate of Ownership with the Delaware Secretary of State under Section 267 of the Delaware General Corporation Law, to merge its two wholly-owned subsidiaries, Alliance Network Communications, Inc. and BioCube, Inc., into it, with Registrant as the surviving entity.  As part of the filing, Registrant’s corporate name will be changed to BioCube, Inc.  The filing makes the subsidiary mergers and the name change effective on December 31, 2010. A copy of the Certificate of Ownership as filed is attached as Exhibit 99.  No shareholder consent or vote for the subsidiary mergers into the parent is required under Section 267.


Item 9.01 Financial Statement and Exhibits.
 
(d)  Exhibits.

Exhibit No.
 
Description
     
99
 
Certificate of Ownership
     
     
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.
 
 
ALLIANCE NETWORK COMMUNICATIONS HOLDINGS, INC.
 
       
Date: December 20, 2010
By:
/s/  Boris Rubizhevsky
 
   
Boris Rubizhevsky
 
   
Chief Executive Officer