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): October 5, 2007
Plush Mall , Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-52 645
(Commission File Number)
20- 4119257
(IRS Employer Identification No.)
2764 Lake Sahara Drive, Suite 111
Las Vegas, Nevada 89117
(Address of principal executive offices)(Zip Code)
( 702 ) 938 - 3656
Registrant’s telephone number, including area code
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):
[ ] 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))
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Item 3 .0 3 Material Modification to Rights of Security Holders
The Board of Directors of Plush Mall, Inc., a Nevada corporation (“Plush Mall”), approved an amendment to Plush Mall’s Articles of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 750,000,000 and effecting a ten-for-one (10:1) forward split of Plush Mall’s issued and outstanding shares of common stock. Approval of Plush Mall’s stockholders was not required to be obtained, as authorized by NRS Section 78.207, et seq. The forward split was effective as of the opening of business on October 5, 2007. As a result of the forward stock split, each share of Plush Mall’s common stock issued and outstanding on such date was split into 10 shares of the Registrant’s common stock.
A copy of the Certificate of Change, effecting an amendment to Plush Mall’s Articles of Incorporation is filed herewith as Exhibit 3.1.
Item 5 .0 3 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective October 5, 2007, Plush Mall filed, with the Secretary of State of the State of Nevada, a Certificate of Change, effecting amendment to its Articles of Incorporation to increase the number of authorized shares of Common Stock from 75,000,000 to 750,000,000 and effect a ten-for-one (10:1) forward split of Plush Mall’s shares of common stock outstanding on such date. A description of the forward split is contained in Item 3.03 of this Current Report on Form 8-K which description is incorporated herein by this reference.
Item 8.01 Other Events
Plush Mall’s new ticker symbol for its shares of
common stock quoted on the Over-the-Counter Bulletin Board, in connection with the for
the forward split, is “PMLL”.
Item 9 .0 1 Financial statements and Exhibits
(d) Exhibits
The following exhibit is filed as part of this report:
3.1.2 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.
Plush Mall, Inc.
(Registrant)
Date: October 12, 2007 By: /s/ Lorne Reicher
Name: Lorne Reicher
Title: President
EXHIBIT 3.1.1
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
Certificate of Change Pursuant
to NRS 78.209
Certificate of Change filed Pursuant to NRS
78.209
For Nevada Profit Corporations
1. Name of corporation:
Plush Mall, Inc.
2. The board of directors have adopted a resolution pursuant to NRS 78.207 and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
75,000,000 shares of common stock, par value $.001 per share
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
750,000,000 shares of common stock, par value $.001 per share
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:
10 shares of common stock shall be issued after the change in exchange for each share of common stock issued.
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:
Fractional shares shall be rounded up to the nearest whole share.
7. Effective date of filing (optional): October 5, 20 07
(must not be later than 90 days after the certificate is filed)
8. Officer Signature: /s/ Lorne Reicher , President
Signature Title