-----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, E8RSo/mqMKPpeaPK+3cBywncsiFgRUKb0bU7/Y/5VMyDIYIXMgreysw6IzfdbUcY tdna0EFSkLiHBcznXdQcmg== 0001424884-09-000055.txt : 20090710 0001424884-09-000055.hdr.sgml : 20090710 20090710114945 ACCESSION NUMBER: 0001424884-09-000055 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090710 DATE AS OF CHANGE: 20090710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Novo Energies Corp CENTRAL INDEX KEY: 0001142790 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 651102237 STATE OF INCORPORATION: FL FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-53723 FILM NUMBER: 09939275 BUSINESS ADDRESS: STREET 1: EUROPA PLACE D'ARMES, 750 COTE DE PLACE STREET 2: SUITE 64 CITY: MONTREAL STATE: A8 ZIP: H2Y 2X8 BUSINESS PHONE: 514 840-3697 MAIL ADDRESS: STREET 1: EUROPA PLACE D'ARMES, 750 COTE DE PLACE STREET 2: SUITE 64 CITY: MONTREAL STATE: A8 ZIP: H2Y 2X8 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC WINE AGENCIES INC DATE OF NAME CHANGE: 20040622 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTICWINE AGENCIES INC DATE OF NAME CHANGE: 20040217 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND ACQUISITIONS INC DATE OF NAME CHANGE: 20010618 8-A12G 1 form8-a.htm FORM 8-A form8-a.htm
 
 


 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

NOVO ENERGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)


Florida
 65-1102237
 (State of Incorporation or Organization)
 (IRS Employer Identification No.)
 
Europa Place d'Armes, 750 Côte de Place d'Armes
Suite 64, Montréal Qc H2Y 2X8
Canada
 (Address of Principal Executive Offices)
 
 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. |_|

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. |X|

Securities Act registration statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(b) of the Act:
 
 Title of each class to be registered 
 Name of each exchange on which each class of stock is to be registered 
 NOT APPLICABLE
 NOT APPLICABLE
 
Securities to be registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.00001 PAR VALUE PER SHARE

(Title of Class)



 
 

 

Item 1. Description of Registrant's Securities to be Registered.

A description of the Common Stock is set forth at page 12 of the Prospectus forming part of the Registration Statement on Amendment No. 3 to Form SB-2/A filed under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission on September 25, 2001, Registration No. 333-63432 (the "Registration Statement") on behalf of Novo Energies Corporation (formerly “Atlantic Wine Agencies, Inc.”) (the Registrant"), which is hereby incorporated by reference for all purposes.

Item 2. Exhibits.

1. Articles of Incorporation (incorporated herein by reference to Exhibit 3.01 to the Registrant’s registration statement on Form SB-2 filed on June 20, 2001).

2. Articles of Amendment to Articles of Incorporation, dated August 2001 (incorporated herein by reference to Exhibit 3.01(b) to the Registrant’s registration statement on Form SB-2/A filed on August 10, 2001).

3. Articles of Amendment to Articles of Incorporation, dated January 21, 2004.

4. Articles of Amendment to Articles of Incorporation, dated June 8, 2009.

5. By-laws (incorporated herein by reference to Exhibit 3.03 to the Registrant’s registration statement on Form SB-2 filed on June 20, 2001).

6. Specimen Certificate for shares of Common Stock (incorporated herein by reference to Exhibit 4.01 to the Registrant’s registration statement on Form SB-2/A filed on August 10, 2001).

The Registrant hereby further incorporates by reference the description of the Common Stock included in any form of prospectus subsequently filed by the Registrant pursuant to Rule 424 under the Securities Act.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


 Dated: July 10, 2009
 Novo Energies Corporation
   
 
 By: /s/ Antonio Treminio
 
 Antonio Treminio, Chief Executive Officer

 

 


EX-3 2 exhibit3.htm ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF NEW ENGLAND ACQUISITIONS, INC. exhibit3.htm
 
 


 
Exhibit 3

Articles of Amendment

to

Articles of Incorporation

of

New England Acquisitions, Inc.
(Name of Corporation as currently filed with the Florida Dept. of State)


(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

NEW CORPORATE NAME (if changing):

ATLANTIC WINE AGENCIES INC.

AMENDMENTS ADOPTED- (OTHER THAN NAME CHANGE) Indicate Article Number(s) and/or Article Title(s) being amended, added or deleted: (BE SPECIFIC)

Article 1 shall be deleted in its entirety and replaced with the following: The name of the Corporation is Atlantic Wine Agencies Inc. (the “Corporation”).

(attach additional pages if necessary)


If an amendment provides for exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:  (if not applicable, indicate N/A)
 


 
(continued)
The date of each amendment(s) adoption: January 13, 2004
 

Effective date if applicable: January 13, 2004
(no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

[X]  The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

[  ]  The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval
by _______________________.” (voting group)

[  ]  The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

[  ]  The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder
action was not required.

Signed this 13th day of January, 2004.

Signature /s/ Frank Reinschreiber

(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)

Frank Reinschreiber
(Typed or printed name of person signing)

Director – Secretary & Treasurer
(Title of person signing)
 
 


EX-4 3 exhibit4.htm ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF ATLANTIC WINE AGENCIES INC. exhibit4.htm
 
 


 
Exhibit 4
 
Articles of Amendment

to

Articles of Incorporation

of

Atlantic Wine Agencies Inc.

(Name of Corporation as currently filed with the Florida Dept. of State)

(Document Number of Corporation (if known)

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

A. If amending name, enter the new name of the corporation:

Novo Energies Corporation:  The new name must be distinguishable and contain the word “corporation,”company,” or “incorporated” or the abbreviationCorp.,”Inc.,” or Co.,” or the designation “Corp,”Inc,” or “Co”. A professional corporation name must contain the word “chartered,”professional association,” or the abbreviation “P.A.”

B. Enter new principal office address, if applicable:
(Principal office address MUST BE A STREET ADDRESS )

Europa Place d'Armes, 750 Côte
de Place d'Armes, #64, Montréal
Quebec, Canada

C. Enter new mailing address, if applicable:
(Mailing address MAY BE A POST OFFICE BOX)

D. If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent:

New Registered Office Address:                                                                           (Florida street address)
________, Florida (City) ________ (Zip Code)

New Registered Agents Signature, if changing Registered Agent:
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.

________________________________
Signature of New Registered Agent, if changing
If amending the Officers and/or Directors, enter the title and name of each officer/director being
removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
Title                      Name                                           Address                                                       Type of Action
_____             _____________                         _____________                 [  ] Add
_____________                 [  ] Remove
___________

 
_____            _____________                          _____________                 [  ] Add
_____________                 [  ] Remove
_____________

_____           _____________                           _____________                  [  ] Add
_____________                  [  ] Remove
_____________

E. If amending or adding additional Articles, enter change(s) here:

(attach additional sheets, if necessary). (Be specific)

Article 1 shall be deleted in its entirety and be replaced with the following: “The name of the Corporation is ‘Novo Energies Corporation’ (the “Corporation”).”

F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares,
provisions for implementing the amendment if not contained in the amendment itself:
(if not applicable, indicate N/A)


 
The date of each amendment(s) adoption: May 27, 2009

Effective date if applicable: June 11, 2009
(no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

[X]  The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

[  ]  The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval
by _______________________.” (voting group)

[  ]  The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

[  ]  The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder
action was not required.

Dated May 27, 2009

Signature /s/ Antonio Treminio

(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)

Antonio Treminio
(Typed or printed name of person signing)

Chief Executive Officer
(Title of person signing)
 
 


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