0001161697-11-000586.txt : 20110620 0001161697-11-000586.hdr.sgml : 20110620 20110620125728 ACCESSION NUMBER: 0001161697-11-000586 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110620 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110620 DATE AS OF CHANGE: 20110620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hidden Ladder, Inc. CENTRAL INDEX KEY: 0001487198 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FURNITURE & HOME FURNISHINGS [5020] IRS NUMBER: 271933597 STATE OF INCORPORATION: FL FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-165685 FILM NUMBER: 11920643 BUSINESS ADDRESS: STREET 1: 2803 ISLE STREET CITY: ROCKLIN STATE: CA ZIP: 95765 BUSINESS PHONE: 530-409-0453 MAIL ADDRESS: STREET 1: 2803 ISLE STREET CITY: ROCKLIN STATE: CA ZIP: 95765 8-K 1 form_8-k.htm FORM 8-K FOR 06-20-2011

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)         June 20, 2011


HIDDEN LADDER, INC..

(Exact name of registrant as specified in its charter)


Florida

333-165685

27-1933597

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


2803 Isle Street, Rocklin, CA

95765

(Address of principal executive offices)

(Zip Code)


Registrant's telephone number, including area code

(530) 409-0543


not applicable

(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))



Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On June 3, 2011 the Board of Directors and majority shareholder of Hidden Ladder, Inc. approved Articles of Amendment to our Articles of Incorporation which, when effective will (a) affect a 12 for one forward stock split of our issued and outstanding common stock, and (b) change the name of the company to “Elite Nutritional Brands, Inc.”


In conjunction therewith, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida which will be effective time at the close of business on June 21, 2011.  The forward stock split will be distributed to all shareholders of record on June 20, 2011.  No cash will be paid or distributed as a result of the forward stock split and no fractional shares will be issued.  All fractional shares which would otherwise be required to be issued as a result of the stock split will be rounded up to the nearest whole share.  There will be no change in the par value of our common stock.


It is expected that our common stock will be quoted on the OTC Bulletin Board post split beginning at market open on June 22, 2011.  The name change will be effective in the market on June 27, 2011.  Our new CUSIP number of the effective date of the name change will be 28659B 100.  The trading symbol of our common stock on the OTC Bulletin Board will be changed to “ELIT” on the market effective date of the name change.


Item 9.01

Financial Statements and Exhibits.


(d)        Exhibits


3.3

Form of Articles of Amendment to the Articles of Incorporation as filed with the Secretary of State of Florida on June 3, 2011.


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.


 

HIDDEN LADDER, INC.

 

 

Date:  June 20, 2011

By:  /s/ David Johnson

 

       David Johnson


2

 EX-3 2 ex_3-3.htm FORM OF ARTICLES OF AMENDMENT

Exhibit 3.3


H110001453843

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

HIDDEN LADDER, INC.


Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being the President of Hidden Ladder, Inc. (hereinafter the “Corporation”), a Florida corporation, does hereby certify as follows:


FIRST:  The Articles of Incorporation of the Corporation were filed with the Secretary of State of Florida on February 23, 2010 (Document No. P10000016795) (the “Articles of Incorporation”).


SECOND:  Article 1 - CORPORATE NAME of the Articles of Incorporation is hereby amended as follows:


The name of this Corporation shall be: Elite Nutritional Brands, Inc.


THIRD:  Article IV - CAPITAL STOCK of the Articles of Incorporation is hereby amended as follows:


At the effective time of this Amendment, each share of Common Stock of the Corporation issued and outstanding as of the record date set by the Corporation's Board of Directors shall be subject to a twelve (12) for one (1) forward split with all fractional shares rounded to the nearest whole share.  Such forward split shall not affect (i) the number of authorized shares of the Corporation's Common Stock, or (ii) the par value of the Corporation's common stock which shall remain $0.0001 per share.


FOURTH:  The effective time of these Articles of Amendment to the Articles of Incorporation is close of business on June 21, 2011.


FIFTH:  The foregoing amendment was adopted on June 2, 2011 by the sole director of the Corporation and the holder of a majority of the outstanding shares of Common Stock of the Corporation, being the sole class of voting securities, pursuant to the provisions of the Florida Business Corporation Act.  Therefore, the number of votes cast for the amendment to the Corporation's Articles of Incorporation was sufficient for approval.


IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation this 3rd day of June, 2011


 

Hidden Ladder, Inc.

 

 

 

 

By:

/s/ David Johnson

 

 

David Johnson, President