-----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, CtSzVFYCr8KtwKBuku15kqOnX6aFo5QuLulsQzc2M6uJnsr9rvPhlXIJ4Ox2mnq4 jbUbIMUkK4IQ/zkTwZb9xw== 0001165527-10-000147.txt : 20100222 0001165527-10-000147.hdr.sgml : 20100222 20100222160841 ACCESSION NUMBER: 0001165527-10-000147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091222 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100222 DATE AS OF CHANGE: 20100222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Liberty Power Corp CENTRAL INDEX KEY: 0001415305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 450560329 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52928 FILM NUMBER: 10622815 BUSINESS ADDRESS: STREET 1: 114 WEST MAGNOLIA STREET STREET 2: 400 136 CITY: BELLINGHAM STATE: WA ZIP: 98225 BUSINESS PHONE: 702-990-8402 MAIL ADDRESS: STREET 1: 114 WEST MAGNOLIA STREET STREET 2: 400 136 CITY: BELLINGHAM STATE: WA ZIP: 98225 FORMER COMPANY: FORMER CONFORMED NAME: QUUIBUS TECHONOLOGY INC DATE OF NAME CHANGE: 20071016 8-K 1 g3889.txt CURRENT REPORT DATED 12-22-09 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) December 22, 2009 First Liberty Power Corp. (Exact name of registrant as specified in its charter) Nevada 333-147323 45-0560329 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 114 West Magnolia St., #400 - 136, Bellingham, WA 98225 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 990-8402 Quuibus Technology, Inc. (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: [ ] 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 In accordance with board approval, effective December 22, 2009, the Nevada Secretary of State effected a forward stock split of our authorized and issued and outstanding shares of common stock on a one (1) old for 27 new basis, such that our authorized capital increased from 20,000,000 shares of common stock with a par value of $0.001 to 540,000,000 shares of common stock with a par value of $0.001 and, correspondingly, our issued and outstanding shares of common stock increased from 2,525,000 shares of common stock to 68,175,000 shares of common stock. Also effective, December 22, 2009, we have changed our name from "Quuibus Technology, Inc." to "First Liberty Power Corp.", by way of a merger with our wholly owned subsidiary First Liberty Power Corp., which was formed solely for the change of name. ITEM 7.01 REGULATION FD DISCLOSURE The change of name and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening for trading on February 4, 2010 under the new stock symbol "FLPC". Our new CUSIP number is 320697 105. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3.01 Articles of Merger 3.02 Certificate of Change 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. FIRST LIBERTY POWER CORP. /s/ Glyn R. Garner - ---------------------------- Glyn R. Garner President and Director Date: February 22, 2010 2 EX-3.01 2 ex3-01.txt ARTICLES OF MERGER EXHIBIT 3.01 ROSS MILLER Document Number Secretary of State 20090879506-26 206 North Carson Street Filing Date and Time Carson City, Nevada 89701-4299 12/22/2009 3:30 PM (775) 684 5708 Entity Number Website: www.nvsos.gov E0238282007-9 Filed in the office of /s/ Ross Miller ROSS MILLER Secretary of State ARTICLES OF MERGER State of Nevada (PURSUANT TO NRS 92A.200) PAGE 1 ABOVE SPACE IS FOR OFFICE USE ONLY (Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b)) 1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity. First Liberty Power Corp. Name of merging entity Nevada Corporation Jurisdiction Entity type * Quuibus Technology, Inc. Name of merging entity Nevada Corporation Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * and, Quuibus Technology, Inc. Name of surviving entity Nevada Corporation Jurisdiction Entity type * * Corporation, non-profit corporation, limited partnership, limited-liability company or business trust. Filing Fee: $350.00 This form must be accompanied by appropriate fees. ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov ABOVE SPACE IS FOR OFFICE USE ONLY ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 2 2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90): Attn: c/o: 3) (Choose one) [X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200). [ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180) 4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity): (a) Owner's approval was not required from First Liberty Power Corp. Name of merging entity, if applicable Quuibus Technology, Inc. Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or; Quuibus Technology, Inc. Name of surviving entity, if applicable This form must be accompanied by appropriate fees. ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov ABOVE SPACE IS FOR OFFICE USE ONLY ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 3 (b) The plan was approved by the required consent of the owners of *: Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or; Name of surviving entity, if applicable * Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger. This form must be accompanied by appropriate fees. ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov ABOVE SPACE IS FOR OFFICE USE ONLY ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 4 (c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160): The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable Name of merging entity, if applicable and, or; Name of surviving entity, if applicable This form must be accompanied by appropriate fees. ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov ABOVE SPACE IS FOR OFFICE USE ONLY ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 5 5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*: Article One of the Articles of Incorporation of Quuibus Technology, Inc. is hereby amended to change the name of Quuibus Technology, Inc. to First Liberty Power Corp. 6) Location of Plan of Merger (check a or b): [X] (a) The entire plan of merger is attached; or, [ ] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200). 7) Effective date (optional)": January 20, 2010 * Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed. ** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240). This form must be accompanied by appropriate fees. ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov ABOVE SPACE IS FOR OFFICE USE ONLY ARTICLES OF MERGER (PURSUANT TO NRS 92A.200) PAGE 6 8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box [ ] and attach an "8 1/2 x 11 " blank sheet containing the required information for each additional entity.): First Liberty Power Corp. Name of merging entity /s/ G. Garner President December __, 2009 Signature Title Date Quuibus Technology, Inc. Name of merging entity /s/ G. Garner President December __, 2009 Signature Title Date Name of merging entity Signature Title Date Name of merging entity Signature Title Date Quuibus Technology, Inc. Name of surviving entity /s/ G. Garner President December __, 2009 Signature Title Date * The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. 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. EX-3.02 3 ex3-02.txt CERTIFICATE OF CHANGE Exhibit 3.02 ROSS MILLER Secretary of State Document Number 254 Norht Carson Street, Ste 1 20090879507-37 Carson City, Nevada 89701-4299 Filing Date and Time (776) 684 5708 12/22/2009 3:30 PM Website: www.nvsos.gov Entity Number E0238282007-9 Filed in the office of CERTIFICATE OF CHANGE PURSUANT TO NRS 78.209 /s/ Ross Miller ROSS MILLER Secretary of State State of Nevada ABOVE SPACE IS FOR OFFICE USE ONLY CERTIFICATE OF CHANGE FILED PURSUANT TO NRS 78.209 FOR NEVADA PROFIT CORPORATIONS 1. Name of corporation: First Liberty Power Corp. 2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders. 3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change: 20,000,000 shares of common stock, with a par value of $0.001 4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change: 540,000,000 shares of common stock, with a par value of $0.001 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: The Corporation shall issue 27 shares of common stock for every one (1) share of common stock issued and outstanding, immediately prior to the effective date of the stock split. 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: No fractional shares shall be issued, all fractional shares shall be rounded up. 7. Effective date of filing (optional): 1/20/10 (must not be later than 90 days after the certificate is filed) 8. Officer Signature X /s/ G. Garner President Signature Title IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. -----END PRIVACY-ENHANCED MESSAGE-----