-----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, UqD2ERczjwvnS83yFiBxW8PHQOOvNcx5qK2lyyUJPdeKZlOW0BEux+reOjsQcVFx ku9Eoh/w9B9ZLCabbiTxbA== 0001144204-10-051013.txt : 20100927 0001144204-10-051013.hdr.sgml : 20100927 20100927163121 ACCESSION NUMBER: 0001144204-10-051013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100922 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100927 DATE AS OF CHANGE: 20100927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Zevotek, Inc CENTRAL INDEX KEY: 0001364208 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 050630427 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-137210 FILM NUMBER: 101091193 BUSINESS ADDRESS: STREET 1: 8721 SUNSET BLVD STREET 2: PENTHOUSE 7 CITY: HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: (973) 667-4026 MAIL ADDRESS: STREET 1: 8721 SUNSET BLVD STREET 2: PENTHOUSE 7 CITY: HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: DIET COFFEE INC DATE OF NAME CHANGE: 20060526 8-K 1 v197508_8k.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):                 September 22, 2010                      

ZEVOTEK, INC.
 

 
(Exact name of registrant as specified in its charter)

Delaware
333-137210
05-0630427
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
 
900 Southeast Ocean Boulevard, Suite 130D, Stuart, FL
34994
 
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:                (973) 667-4026                              
 
 

(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):
 
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))
 
 
 

 


On September 24, 2010, Zevotek, Inc. (the “Company”) filed a certificate of amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate a reverse split on a one for twenty basis (the “Reverse Split).  Although the amendment was effective with the State of Delaware on September 24, 2010, the Reverse Split will not be effected until the Company receives approval from the Financial Industry Regulatory Authority (“FINRA”).  Upon approval by FINRA, each holder of common stock will receive 1 share of the Company’s common stock for each 20 shares of the Company’s common stock they own. The Company will not issue fractional shares in connection with the foregoing stock split.  Fractional shares will be rounded up to the nearest whole share.

A copy of the Certificate of Amendment is attached to this current report as Exhibit 3.1

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 22, 2010, holders of the majority of the voting power of the outstanding stock of the Company, voted in favor of a reverse split of the Company’s issued and outstanding common stock on a one for twenty basis.

Item 9.01  Financial Statements and Exhibits.
 
(d)      Exhibits.
 
Exhibit No.
 
Description
3.1
  
Certificate of Amendment

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.

 
ZEVOTEK, INC.
 
(Registrant)
     
Date:  September 27, 2010
By:
/s/ Robert Babkie
   
Robert Babkie, President and Chief Executive Officer
 
 
 

 
EX-3.1 2 v197508_ex3-1.htm

Certificate of Amendment
of
Certificate of Incorporation
of
Zevotek, Inc.

Under Section 242 of the Delaware General Corporation Law

Zevotek, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

1.              The amendment to the Corporation’s Certificate of Incorporation set forth below was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and thereafter was duly adopted by the consent of the holders of a majority of the outstanding voting stock of the Corporation in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

2.      ARTICLE FOURTH of the Corporation’s Certificate of Incorporation is amended and restated as follows:

“The total number of shares which the Corporation shall have authority to issue is 5,010,000,000, consisting of 5,000,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share.
Each twenty (20) shares of Common Stock outstanding on the effective date of this Amendment shall be automatically converted into one (1) share of Common Stock and, in lieu of fractional shares, each share so converted shall be rounded up to the next highest number of full shares of Common Stock.

Furthermore, the board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the authorized shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be include in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.  The authority of the board with respect to each series shall include, but not be limited to, determination of the following:

 
(a)
The number of shares constituting that series and the distinctive designation of that series;
 
(b)
The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
 
(c)
Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights
 
(d)
Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;
 
(e)
Whether or not the shares of that series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;
 
(f)
Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 
 

 

 
(g)
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;
 
(h)
Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certification of determination.”

3.      The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of each class of outstanding stock of the Corporation entitled to vote thereon.

IN WITNESS WHEREOF, I have signed this Certificate this 24th day of September, 2010

 
 /s/ Robert Babkie
 
Robert Babkie
 
Chief Executive Officer
 
 
 

 
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