-----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, CEuoFsm/NgZBkAoc1qbdKVw5vkxbRUZUEgRo3roi6e/OFMMW3foVgu4B6APQyyd4 sQlXR03w2JA1Y+0Y9oxE4g== 0001144204-09-047815.txt : 20090910 0001144204-09-047815.hdr.sgml : 20090910 20090910124615 ACCESSION NUMBER: 0001144204-09-047815 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: T.O.D. TASTE ON DEMAND INC CENTRAL INDEX KEY: 0001418475 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 753255066 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-53783 FILM NUMBER: 091062189 BUSINESS ADDRESS: STREET 1: 55 HAKESHET STREET CITY: REUT STATE: L3 ZIP: 91708 BUSINESS PHONE: 011 972 8 926 3001 MAIL ADDRESS: STREET 1: 55 HAKESHET STREET CITY: REUT STATE: L3 ZIP: 91708 FORMER COMPANY: FORMER CONFORMED NAME: TASTE ON DEMAND INC DATE OF NAME CHANGE: 20071114 8-A12G 1 v160132_8a12g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
T.O.D. TASTE ON DEMAND INC.
(Exact name of registrant as specified in its charter)

Nevada
75-3255056
(State of Incorporation or organization)
(I.R.S. Employer Identification No.)
   
55 Hakeshet Street, Reut, Israel
91708
(Address of principal executive offices)
(Zip Code)
 

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), check the following box. o

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), check the following box. x

Securities Act registration statement file number to which this form relates: 333-148928

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:
 
Common Stock, $ .001 par value per share.
(Title of class)
 

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED .

T.O.D. Taste on Demand Inc., a Nevada corporation (the "Registrant") authorized common stock consist of 160,000,000 shares of common stock, par value $0.001, of which 3,821,543 shares are issued and outstanding as of September 10, 2009. Each holder of shares of the Registrant’s common stock is entitled to on vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in the Registrant’s Articles of Incorporation or By-laws that would delay, defer or prevent a change in control of the Registrant. Because the Registrant may issue up to 156,178,457 shares of common stock in order to raise capital for its operations, your ownership interest may be diluted, which results in your percentage of ownership in the Registrant decreasing.

Shares of preferred stock are not included in this registration statement.  The Registrant is authorized to issue 10,000,000 shares of preferred stock, none of which is issued and outstanding.  The Registrant’s board of directors has the authority, without further action by the holders of the outstanding shares of common stock, to issue shares of preferred stock with rights superior to the rights of the holders of shares of common stock from time to time in one or more series, to fix the number of shares constituting any series, and to fix the terms of any such series, including dividend rights, dividend rates, conversion or exchange rights, voting rights, rights and terms of redemption  (including sinking fund provisions), the redemption price and the liquidation preference or  such series. As a result, shares of preferred stock could be issued quickly and easily, negatively affecting the rights of holders of common shares and could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. Because the Registrant may issue up to 10,000,000 shares of preferred stock in order to raise capital for its operations, your ownership interest may be diluted, which results in your percentage of ownership in the Registrant decreasing.

ITEM 2.  EXHIBITS ..
 
Exhibit
Number
 Description
   
3.1
Composite Copy of the Registrant’s Articles of Incorporation as amended on November 10, 2008.*
 
3.2
Bylaws of the Registrant. **
 
* Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2008.

** Incorporated by reference to the Registrant’s Registration statement on Form SB-2 (File No. 333-148928) filed with the Securities and Exchange Commission on January 29, 2008.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
T.O.D. TASTE ON DEMAND, INC.
  
     
       
 
By:
/S/ David Katzir
  
   
David Kaztir
  
   
President and Treasurer
  
       
Date: September 10, 2009

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