-----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, SonaHjeqSzrtdB0qdtNm0vA4MKVlI0jxcjo+dtdwmgbGiBivRV4i+xdce+H7UDte R8nhclXOhojjs7phOfAlXQ== 0000949353-06-000488.txt : 20060831 0000949353-06-000488.hdr.sgml : 20060831 20060831083129 ACCESSION NUMBER: 0000949353-06-000488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060831 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060831 DATE AS OF CHANGE: 20060831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIROND CORP CENTRAL INDEX KEY: 0001132810 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880469593 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49763 FILM NUMBER: 061066706 BUSINESS ADDRESS: STREET 1: 4185 STILL CREEK DRIVE STREET 2: SUITE B-101 CITY: BURNABY STATE: A1 ZIP: V5C 6G9 BUSINESS PHONE: 6042055039 MAIL ADDRESS: STREET 1: 4185 STILL CREEK DR STREET 2: STE B-101 CITY: BURNABY STATE: A1 ZIP: V5C 6G9 FORMER COMPANY: FORMER CONFORMED NAME: EXMAILIT COM DATE OF NAME CHANGE: 20010118 8-K 1 f8k-083106.txt FORM 8-K 08-31-06 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): AUGUST 31, 2006 AMARIUM TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) NEVADA 0-49763 88-0469593 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 100 ALBRIGHT WAY, SUITE D, LOS GATOS, CALIFORNIA 95032 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 370-1797 CIROND CORPORATION (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 (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)) ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On August 31, 2006, the registrant will affect a 65 to 1 reverse stock split of its common stock. The split is to be payable upon surrender of certificates. In lieu of issuing fractional shares, the registrant will pay $0.03 per pre-split share. The registrant's shareholders approved an amendment to the registrant's Articles of Incorporation to change its name to Amarium Technologies, Inc. In connection with the new name, the registrant has changed its trading symbol to AMMG and its CUSIP number to 0211N109 to be effective at the open of market August 31, 2006. The registrant is also increasing its authorized shares of common stock from 100,000,000 to 500,000,000, with the par value to remain at $0.001 per share. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS REGULATION S-K NUMBER DOCUMENT 3.1 Certificate of Amendment Pursuant to NRS 78.385 and 78.390 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. AMARIUM TECHNOLGIES, INC. (formerly Cirond Corporation) August 31, 2006 By: /s/ FRANK WILDE -------------------------------------- Frank Wilde President and Chief Financial Officer 2 EX-3 2 exh3-1_certificate.txt EXH 3-1 CERT OF AMENDMENT EXHIBIT 3.1 CERTIFICATE OF AMENDMENT PURSUANT TO NRS 78-385 AND 78-390 DEAN HELLER Entity# Secretary of State C9662-2000 204 North Carson Street, Suite 1 Document Number Carson City, Nevada 89701-4299 20060528987-47 (775) 684 5708 Website: secretaryofstate.biz Date Filed: 8/18/2006 8:45:43 AM In the office of CERTIFICATE OF AMENDMENT Dean Heller PURSUANT TO NRS 78.385 and 78.390) Secretary of State ABOVE SPACE IF FOR OFFICE USE ONLY CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION FOR NEVADA PROFIT CORPORATIONS (PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK) 1. Name of corporation: Cirond Corporation 2. The articles have been amended as follows (provide article numbers, if available): I. NAME: The name of the corporation is Amarium Technologies, Inc. IV. AUTHORIZATION OF CAPITAL STOCK: The total number of shares of capital stock the Corporation is authorized to issue is Five Hundred Twenty-Five Million (525,000,000), which is divided into two classes: (1) Five Hundred Million (500,000,000) shares of Common Stock, par value $0.001 per share; and (2) Twenty-Five Million (25,000,000) shares of Preferred Stock, par value $0.001 per share. The class of preferred stock may be divided into such series as may be established by the Board of Directors, as provided in sections 78.195, 78.1955 and 78.196 of the Nevada Revised Statutes. The Board of Directors shall have the authority, by resolution, (1) to divide the Preferred Stock into more than one class of stock or more than one series of any class; (2) to establish and fix the distinguishing designation of each such series and the number of shares thereof, which number, by like action of the Board of Directors, from time to time thereafter, may be increased, except when otherwise provided by the Board of Directors in creating such series, or may be decreased, but not below the number of shares thereof then outstanding; and (3) within the limitations of applicable law of the State of Nevada or as otherwise set forth in this Article, to fix and determine the relative voting powers, designations, preferences, limitations, restrictions and relative rights of the various classes of stock or series thereof. 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: Approved by 50.6% vote of shareholders 4. Effective date of filing (optional): 8/31/06 (must not be later than 90 days after the certificate is filed) 5. Officer Signature (required): /s/ FRANK E. WILDE *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. THIS FORM MUST BE ACCOMPANIED BY APPROPRIATE FEES. Nevada Secretary of State AM 78.385 Amend 2003 Revised on: 09/29/05 -----END PRIVACY-ENHANCED MESSAGE-----