-----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, Uc/GkRpEHGehMXd9iiI504I/VCnmrXRzU1DcFKcCk2QlDOy8BBCKs/ciSfgD5UyF 5uiKfbQj+mSd1lLyJ1n97A== 0001010549-06-000074.txt : 20060213 0001010549-06-000074.hdr.sgml : 20060213 20060213100407 ACCESSION NUMBER: 0001010549-06-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060213 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGCC INVESTMENT STRATEGIES INC CENTRAL INDEX KEY: 0001162862 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 880495105 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50883 FILM NUMBER: 06601128 BUSINESS ADDRESS: STREET 1: 8300 GREENSBORO DRIVE STREET 2: SUITE 800 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7039184926 MAIL ADDRESS: STREET 1: 8300 GREENSBORO DRIVE STREET 2: SUITE 800 CITY: MCLEAN STATE: VA ZIP: 22102 8-K 1 mgcc8k021306.txt ================================================================================ UNITED STATES 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): February 13, 2006 MGCC INVESTMENT STRATEGIES INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 0-508003 88-0495105 - ---------------------------- ------------------------ ------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) - -------------------------------------------------------------------------------- 12890 Hilltop Road, Argyle, Texas 76226 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 233-0300 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 3--Securities and Trading Markets Item 3.03 Material Modification to Rights of Security Holders. On February 13, 2006, MGCC Investment Strategies Inc., a Nevada corporation (the "Company"), effected a one-for-20 reverse split of its common stock, par value $0.0001 per share. In order to effect the reverse split, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada. Prior to the filing, the form of Certificate of Amendment was approved by a majority of the Company's stockholders and by the Company's board of directors. The reverse split will not change the par value of the Company's common stock. Except for any changes as a result of the treatment of fractional shares, each stockholder who owns 20 or more shares will hold the same percentage of outstanding common stock immediately following the reverse split as such stockholder did immediately prior to the reverse split. As a result of the reverse split, the Company's trading symbol on the OTC Bulletin Board was changed to "MGIS.OB" on February 13, 2006. Section 5--Corporate Governance and Management Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The contents of Item 3.03 above are incorporated by reference. Section 9--Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. Exhibits. The following Exhibits have been filed as a part of this Report: Exhibit Number Description of Exhibit 3.1 Certificate of Amendment to Articles of Incorporation dated February 9, 2006. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. MGCC Investment Strategies Inc. /s/ Timothy P. Halter ------------------------------- Timothy P. Halter, Sole Officer DATED: February 13, 2006 EX-3.1 2 mgcc8kex31021306.txt CERTIFICATE OF AMENDMENT Exhibit 3.1 [SEAL] DEAN HELLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684-5708 Website: secretaryofstate.biz ----------------------------------- CERTIFICATE OF AMENDMENT (PURSUANT TO NRS 78.385 and 78.390) ----------------------------------- 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: MGCC Investment Strategies, Inc. 2. The articles have been amended as follows (provide article numbers, if available): The FOURTH article of the Articles of Incorporation shall hereby read as follows: The maximum number of shares of all classes which the corporation is authorized to have outstanding is one hundred million (100,000,000) shares, consisting of ninety million (90,000,000) shares of common stock, all par value $0.0001 per share and ten million (10,000,000) shares of preferred stock, all par value $0.0001 per share. The holders of stock shall have such rights, preferences and privileges as may be determined prior to the issuance of such shares by the Board of Directors. On the filing date of this Certificate of Amendment, each twenty (20) shares of common stock outstanding shall be changed into one (1) share of said common stock (the "Reverse Stock Split"). The Reverse Stock Split shall not change the par value of the common stock, nor change the authorized number of shares of common stock. Fractional shares shall not be issued, but shall be rounded up to the next whole number. 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: 20,000,000 of 23,173,000 shares. - -------------------------------- 4. Effective date of filing (optional): February 9, 2006 ---------------------------------------- (must not be later than 90 days after the certificate is filed) 5. Officer Signature (required): /s/ Timothy P. Halter ------------------------------------------------ *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-----