-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UJrESypY4x0gsIdjV0vHh+OAVyG+w8Un1wTcaEcWWE7RxmQEtmyweiRRU2S7q9D3 EUttkkdomR2q2akd/rMkzw== 0001255294-10-000071.txt : 20100201 0001255294-10-000071.hdr.sgml : 20100201 20100201131610 ACCESSION NUMBER: 0001255294-10-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100129 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100201 DATE AS OF CHANGE: 20100201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVANY MINING INC CENTRAL INDEX KEY: 0001096555 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 880258277 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27645 FILM NUMBER: 10562735 BUSINESS ADDRESS: STREET 1: 8720 DUFROST CITY: ST. LEONARD STATE: A8 ZIP: H1P 2Z5 BUSINESS PHONE: 5148664638 MAIL ADDRESS: STREET 1: 8720 DUFROST CITY: ST. LEONARD STATE: A8 ZIP: H1P 2Z5 FORMER COMPANY: FORMER CONFORMED NAME: PLANET411 COM INC DATE OF NAME CHANGE: 19991008 8-K 1 mainbody.htm MAINBODYIVANY8K mainbody.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

 
Date of Report (Date of earliest event reported):  January 26, 2010

 
Ivany Nguyen, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-27645
88-0258277
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

8720 Dufrost, St Leonard, Quebec, Canada
H1P 2Z5
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code:  514-325-4567

Ivany Mining, 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 (17CFR 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

Effective January 26, 2010, the company’s board of directors approved a merger with the company’s wholly-owned subsidiary, Ivany Acquisition Corp., pursuant to DGCL §253(a).  As part of the merger with the company’s wholly owned subsidiary, the board authorized a change in the name of the company to “Ivany Nguyen, Inc.”  A copy of the Certificate of Ownership and Merger describing the subsidiary merger and name change filed with the State of Delaware is attached hereto as Exhibit 3.1.

In connection with the name change, the company anticipates that its CUSIP number and trading symbol will be changed.  Upon issuance of its new CUSIP number and trading symbol, the company will file an additional Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.
Description
 
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.


Ivany Nguyen, Inc.



/s/ Derek Ivany
Derek Ivany
Chief Executive Officer

Date:         January 29, 2010
EX-3.1 2 ex3_1.htm EXHIBIT3.1 ex3_1.htm
STATE OF DELAWARE
 
CERTIFICATE OF OWNERSHIP AND MERGER
 
Section 253(a) Subsidiary into Parent
 
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
IVANY ACQUSITION CORP., a Delaware Corporation
INTO
IVANY MINING, INC., a Delaware Corporation

Ivany Mining, Inc., a corporation organized and existing under the laws of the State of Delaware,
 
DOES HEREBY CERTIFY:
 
FIRST: That it was organized as a Delaware corporation pursuant to the provisions of the Delaware General Corporation Law on July 13, 1999.
 
SECOND: That it owns 100% of the outstanding shares of the capital stock of Ivany Acqusition Corp., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware on January 8, 2010.
 
THIRD: That by unanimous written consent of its board of directors, dated January 11, 2010, it determined to merge said corporation into Ivany Mining, Inc., and did adopt the following resolutions:
 
RESOLVED, that this corporation, Ivany Mining, Inc., merges Ivany Acquisition Corp. with and into itself and assumes all of the obligations of Ivany Acquisition Corp., Inc., and
 
FURTHER RESOLVED, that the name of the surviving corporation shall be changed to
Ivany Nguyen, Inc.
 
IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer this 11th day of January, 2010.
 
 
By: /s/ Derek Ivany
Authorized Officer
 
 
Name: Derek Ivany
Title: President
 
 

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