-----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, BP/1QhclOKjLMdJu/SlKtX1m/FQDVzQAetjYLVHACs3AM/vuQutfWmAVB4jfVDuG ExZODvoSO052z/aOHc7Uzw== 0001044764-03-000013.txt : 20030205 0001044764-03-000013.hdr.sgml : 20030205 20030205172919 ACCESSION NUMBER: 0001044764-03-000013 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030129 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SURE TRACE SECURITY CORP CENTRAL INDEX KEY: 0000736314 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 840959153 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11424 FILM NUMBER: 03541329 BUSINESS ADDRESS: STREET 1: 1530- 9 AVENUE S.E. STREET 2: 1530- 9 AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0T7 BUSINESS PHONE: 403 693 8003 MAIL ADDRESS: STREET 1: 1530- 9 AVENUE S.E. STREET 2: 1530- 9 AVENUE S.E. CITY: CALGARY STATE: A0 ZIP: T2G 0T7 FORMER COMPANY: FORMER CONFORMED NAME: WHITE CLOUD EXPLORATION INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WATCHOUT INC DATE OF NAME CHANGE: 19991110 FORMER COMPANY: FORMER CONFORMED NAME: CORMAX BUSINESS SOLUTIONS INC DATE OF NAME CHANGE: 20010417 8-K/A 1 fm8kfe03.htm FORM 8-K FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

AMENDMENT NO. 1
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 reported) January 29, 2003

SURE TRACE SECURITY CORPORATION
(Exact name of registrant as specified in its charter)

 

Utah
(State or other jurisdiction
of incorporation)

0-11424
(Commission
File Number)

84-0959153
(IRS Employer
Identification Number No.)

 

1530 9th Avenue S.E., Calgary, Alberta T2G 0T7
(Address of principal executive offices) (Zip Code) 

Registrant's telephone number, including area code: (403) 537-5715

CORMAX BUSINESS SOLUTIONS INC.
200 Barclay Place SW Calgary, Alberta T2P 4R5
(Former name or former address, if changed since last report)

   

ITEM 1. Changes in Control of Registrant.

Not Applicable

ITEM 2. Acquisition or Disposition of Assets

A. Cormax Business Solutions Inc., a Utah corporation (the "Company"), changed its name to "Sure Trace Security Corporation". This name change was approved by the Company's shareholders owning a majority of the outstanding shares of the Company's capital stock at a special meeting of its shareholders held on December 30, 2002 (the "Meeting"). On February 4, 2003, the Company filed a Certificate of Amendment to its Articles of Incorporation (the "Amendment to the Articles"), which included, among other matters discussed below, this change to the Company's name. A copy of the Amendment to the Articles is filed with this Current Report on Form 8-K as Exhibit

B. In the Company's Form 8-K dated August 26, 2002, the Company disclosed that it had agreed to acquire all of the issued and outstanding stock (the "Acquisition") of Identification Technologies Inc., an Alberta corporation ("Identex"). At the Meeting, the shareholders also approved the Acquisition and the Acquisition was completed and closed on January 29, 2003

Under the terms of the Acquisition, 1 million shares of the Company's Series B Preferred Stock were issued to the shareholders of Identex. The Company's Series B Preferred Stock allows the holders thereof to convert such shares into shares of the Company's Class A Common Stock at the ratio of 178 shares of common stock for every one share of Series B Preferred Stock. Immediately following the closing of the Acquisition, the shareholders of Identex converted their shares of Series B Preferred Stock into shares of the Company's Class A Common Stock.

It is presently not feasible for the Company to provide the financial statements required by Item 7. Such financial statements will be filed within sixty days of the filing of this Current Report.

ITEM 3. Bankruptcy or Receivership

Not Applicable

ITEM 4. Changes in Registrants' Certifying Amendments

Not Applicable

ITEM 5. Other Event and Regulation FD Disclosure

A. At the Meeting described in Item 2 above, the Company's shareholders also approved a reverse split of the issued and outstanding shares of the Class A Common Stock. The Amendment to the Articles described above included this action. The reverse split was at a ratio of 15:1, meaning that every 15 shares that are outstanding will be equivalent to 1 share.

The shareholders also approved the cancellation of the Company's Preferred Stock and its Class B Common Stock. The cancellation of the Preferred Stock was contingent upon the conversion of all outstanding shares of Series A and Series B Preferred Stock into shares of the Company's Class A Common Stock, which took place as of January 31, 2003. The Company does not have any outstanding shares of Class B Common Stock. The cancellation of each of these classes of stock was effected by the filing of the Company's Amendment to the Articles referred to above.

B. Also at the Meeting, the shareholders approved the appointment of the following individuals as members of the Company's Board of Directors: Ryan Corley, Doug Rice, Harold Grodzins and Robert Jennens.

Mr. Corley has served as president and a member of the Board of Directors of EnXnet, Inc. since February 5, 2000. Mr. Corley was the founder of Gatsby's Coffee Company (now known as Tsunami Media Corporation) and served as Chairman of the Board of Directors, Chief Executive Officer and Secretary/Treasurer since its inception on September 10, 1998, until his resignation on February 22, 2000. Mr. Corley served as a consultant to several startup companies and small public companies during the period of July 1995 through November 1998. Mr. Corley was Chairman of the Board of Directors and President of Charge, Inc., and Charge Entertainment Corporation, its wholly owned subsidiary, from October 1986 through October 1995. Mr. Corley also was a founder in 1986, a member of the Board of Directors until his resignation on October 30, 1995, having served as Chairman of the Board of Directors from 1987 until January 23, 1995, President and Chief Executive Officer until his resignation from these posi tions on May 30, 1995, of U.S. Technologies Inc., a NASDAQ listed public corporation. Mr. Corley received a Bachelor of Science in Business Administration and a Masters in Business Administration from the University of Tulsa.

Mr. Rice has been in the marketing and public relations business for over 27 years. He spent 13 years as a stockbroker and a major portion of that was owning and running his own branch offices. He has been the owner in the restaurant business as well as having owned a large successful health and fitness center. For the past few years, Mr. Rice has been consulting with public corporations as well as start up businesses. His financial and business background will bring new and innovative concepts to Cormax, insofar as taking a product to market in the United States as well as taking the Corporation into the public arena. He currently works as a consultant for a public company in Tulsa, Oklahoma, helping them bring their technology to the public sector.

Mr. Jennens is the President and a member of the Board of Directors of Identex. Mr. Jennens has many years experience in the founding and development of successful companies in many different business sectors. These include the automotive, construction, bottled water and retail sectors. He has been responsible for establishment of significant marketing and franchise organizations.

Mr. Grodzins is currently the CEO, President and a Director of NITON LLC and Managing Director of NITON Europe Gmbh.  

ITEM 6. Resignation of Registrants' Directors

Not Applicable

ITEM 7. Financial Statements and Exhibits

A. Financial Statements - see Item 2 above.

B. Exhibits

3.7. Certificate of Amendment to Articles of Incorporation, filed with the State of Utah on February 4, 2003.

4(i). See Exhibit 3(i).

ITEM 8. Change in Fiscal Year

Not Applicable  

ITEM 9. Regulation FD Disclosure

Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DATE: February 5, 2002

 

SURE TRACE SECURITY CORPORATION 

By:/s/ Peter Leeuwerke
Name: Peter Leeuwerke
Title: President

 

EX-3 3 article.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION CERTIFICATE OF AMENDMENT

CERTIFICATE OF AMENDMENT
OF

ARTICLES OF INCORPORATION
OF
CORMAX BUSINESS SOLUTIONS INC.

PETER LEEUWERKE, certifies that:

1. He is the President and Secretary of Cormax Business Solutions, Inc. a Utah corporation (the "Corporation")

2. Article I of the Articles of Incorporation is amended in its entirety to read as follows:

"The name of this Corporation is Sure Trace Security Corporation."

3. The issued and outstanding shares of Class A Common Stock of the Corporation (the "Class A Stock") undergo a reverse split whereby every 15 shares of common stock become equal to 1 share of common stock. The foregoing stock split shall not affect the total number authorized shares of common stock that the Corporation may issue.

4. The existing classes of the Corporation's Class B Common Stock (the "Class B Stock"), Series A Preferred Stock (the "Series A Stock") and Series B Preferred Stock (the "Series B Stock") are hereby cancelled. Prior to the execution of this Certificate of Amendment, all outstanding shares of Series A and Series B Stock were converted into shares of Class A Common Stock. The Corporation has never issued any shares of Class B Stock.

5. The foregoing amendments of the Articles of Incorporation has been duly approved by the Board of Directors of the Corporation.

6. The foregoing amendments of the Articles of Incorporation has been duly approved by the required vote of shareholders of the Corporation at a meeting duly called and convened on December 30, 2002. The total number of outstanding shares of the Corporation entitled to vote with respect to these amendments is 308,755,262. At the time of approval of these amendments, there were 108,755,262 shares of the Corporation's Class A Stock issued and outstanding and 1,000,000 shares of the Corporation Series A Stock issued and outstanding. Each share of Class A Stock carried with it the right to cast one vote (for a total of 108,755,262 votes by such group) and each share of Series A Stock carried with it the right to cast 200 votes (for a total of 200,000,000 votes by such group). At a duly called and convened meeting of the shareholders of the Corporation, the following votes were cast:  

Group
Class A Stock
Series A Stock

Votes Cast For
17,050
200,000,000

Votes Cast Against
-0-
-0-

The number of votes cast for these amendments was sufficient for approval thereof.

I further declare under penalty of perjury under the laws of the State of Utah that the matters set forth in this certificate are true and correct of my own knowledge.

DATED: January 31, 2003 

/s/ PETER LEEUWERKE
Peter Leeuwerke, President and Secretary

State of Utah
Department of Commerce
Division of Corporations and Commercial Code

I hereby certify that the foregoing has been filed
and approved on this 03 day of Feb, 2003
in the office of this Division and hereby issue
this Certificate thereof.

Examiner T.S. Date 02-04-03

Seal

/s/ Kathy Berg
Kathy Berg
DIVISION DIRECTOR

Date: 02/03/2003
Receipt Number: 763537
Amount Paid: $106.00

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