-----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, ONUetBVTilrlNC+J9LLlIk+Rvvk/YlJCElcVZtFCEQNmHm4s0nDT8+imJKDjWgEp ZIoR/N1erIgJkT50Q7xPcw== 0000313368-06-000155.txt : 20061114 0000313368-06-000155.hdr.sgml : 20061114 20061114152649 ACCESSION NUMBER: 0000313368-06-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061114 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: 20061114 DATE AS OF CHANGE: 20061114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: New Era Marketing Inc CENTRAL INDEX KEY: 0001357800 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52159 FILM NUMBER: 061214528 BUSINESS ADDRESS: STREET 1: 102620 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 110-433 CITY: LAS VEGAS STATE: NV ZIP: 89141 BUSINESS PHONE: 626-335-7750 MAIL ADDRESS: STREET 1: 102620 SOUTHERN HIGHLANDS PARKWAY STREET 2: SUITE 110-433 CITY: LAS VEGAS STATE: NV ZIP: 89141 8-K 1 nera_8k.htm

 

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): November 14, 2006

 

NEW ERA MARKETING, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada

333-135647

20-3155365

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

 

10620 Southern Highlands Parkway

Suite 110-433

Las Vegas, Nevada 89141

(Address of principal executive office)

 

(626) 335-7750

(Registrant’s telephone number, including area code)

 

 

________________________________________________________________

(Former name, former address and former fiscal year, 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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

 

 

Item 3.03

Material Modification to Rights of Security Holders

 

The Board of Directors of New Era Marketing, Inc. approved an amendment to the Registrant’s Articles of Incorporation increasing the number of authorized shares of Common Stock from 70,000,000 to 840,000,000 and effecting a twelve-for-one forward split of the Registrant’s outstanding shares of common stock. Approval of the Registrant’s stockholders was not required to be obtained, as authorized by NRS Section 78.207, et seq. The forward split was effective as of the close of business on November 20, 2006. As a result of the forward stock split, each share of the Registrant’s common stock outstanding on such date will be split into twelve shares of the Registrant’s common stock.

 

A copy of the Certificate of Amendment to the Registrant’s Articles of Incorporation is filed herewith as Exhibit 3.1.

 

 

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Effective November 20, 2006, the Registrant filed a Certificate of Amendment to its Articles of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 to 840,000,000 and provide for a twelve for one forward split of the Registrant’s shares of common stock outstanding on such date. A description of the forward split is contained in Item 3.03 of this Current Report on Form 8-K which description is incorporated herein by this reference.

 

 

Item 9.01

Financial statements and Exhibits

 

 

(c)

Exhibits

 

The following exhibit is filed as part of this report:

 

 

3.1

Certificate of Amendment to the Registrant’s Articles of Incorporation  

 

 

 

 

 

 

2

 



 

 

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.

 

 

 

NEW ERA MARKETING, INC.

 

 

Date: November 14, 2006

By: /s/ Joseph MacKenzie

 

Joseph MacKenzie

 

Chief Executive Officer

 

 

 

 

 

 

 

3

 



 

 

 

EXHIBIT INDEX

 

 

Exhibit No.

Description

 

 

3.1

Certificate of Amendment to the Registrant’s Articles of Incorporation

 

 

 

 

 

 

 

 

 

 

4

 

 

 

EX-3 2 nera_ex3.htm

DEAN HELLER

Secretary of State

204 North Carson Street, Suite 1

Carson City, Nevada 89701-4299

(775) 684 5708

Website: secretaryofstate.biz

 

Certificate of Change Pursuant

to NRS 78.209

 

Certificate of Change filed Pursuant to NRS 78.209

For Nevada Profit Corporations

 

1. Name of corporation:

 

New Era Marketing, Inc.

 

2. The board of directors have adopted a resolution pursuant to NRS 78.207 and have obtained any required approval of the stockholders.

 

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

 

70,000,000 common stock, $.001 par value

5,000,000 preferred stock, $.001 par value

 

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

 

900,000,000 common stock, $.001 par value

No change in preferred shares

 

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

 

39,000,000 common shares

No preferred shares

 

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

 

None

 

7. Effective date of filing (optional):

(must not be later than 90 days after the certificate is filed)

 

8. Officer Signature: /s/ Joseph MacKenzie, President  

Signature Title

 

 

 

 

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