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
June 15, 2007
Date of Report (Date of earliest event reported)
GLOBALWISE INVESTMENTS, INC.
(Exact name of small business issuer as specified in its charter)
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Nevada (State or other jurisdiction of incorporation or organization) |
000-31671 Commission File No. |
87-0613716 (I.R.S. Employer Identification No.) |
2157 S. Lincoln Street, Salt Lake City, Utah 84106
(Address of principal executive offices)
(801) 323-2395
(Issuer’s telephone number)
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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))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
In this report references to “Globalwise,” “we,” “us,” and “our” refer to Globalwise Investments, Inc.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future events, operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors, including but not limited to the possibility that the intended acquisition or merger will not come to fruition. In addition other uncertainties could cause actual events to differ materially from those described in the forward-looking statements.
Section 5 - Corporate Governance and Management
Items 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year
Globalwise Investments, Inc. was incorporated in the state of Utah on October 3, 1997 and had 50,000,000 shares of common stock authorized as of July 2000 (Globalwise - Utah). On July 12, 2000, Globalwise - Utah incorporated Globalwise Investments, Inc. in the state of Nevada (Globalwise - Nevada) and on July 21, 2000, Globalwise - Utah merged with Globalwise - Nevada for the sole purpose of changing our domicile from the state of Utah to the state of Nevada. We recently discovered that the amount of authorized common stock listed in the Nevada articles of incorporation was erroneously listed at 20,000,000. On May 22, 2007, Globalwise filed a certificate of correction with the Secretary of State of Nevada to correct the authorized common stock listed in the July 21, 2000 articles of incorporation to 50,000,000 authorized shares and the correction was effective May 22, 2007.
Section 8 - Other Events
Item 8.01 Other Events
Globalwise Investments, Inc. has identified a business opportunity that we plan to pursue. However, as of the date of this report, we have not entered into a definitive agreement concerning an acquisition or merger, and management can not assure you that any transaction will be finalized. As of the date of this report we have 519,500 shares of common stock issued and outstanding due to the voluntary retirement of 282,500 shares to the corporate treasury by shareholders. Management intends to focus on the pursuit of this business opportunity and we will disclose significant developments as they occur.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1
Certificate of Correction, effective May 22, 2007
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 15, 2007 |
GLOBALWISE INVESTMENTS, INC.
By: /s/ Donald R. Mayer Donald R. Mayer President and Director |
Ross Miller
Secretary of State
204 North Carson Street, Ste 1
Carson City, Nevada 89701-4298
(775) 884-5708
Website: secretaryofstate.biz
Certificate of Correction
Filed in the office of
Document number
(PURSUANT TO NRS 78, 78A, 80, 81,
20073053598-42
82, 84, 88, 87, 88, 88A, 89 AND 92A)
Ross Miller
Filing Date and Time
Secretary of State
05/22/2007 3:00 PM
State of Nevada
Entity Number
C18882-2000
USE BLACK INK ONLY - DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Correction
(Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 88, 88A and 92A)
1. The name of the entity for which correction is being made:
Globalwise Investments, Inc.
2. Description of the original document for which correction is being made:
Articles of Incorporation
3. Filing date of the original document for which correction is being made: July 12, 2000
4. Description of the inaccuracy or defect.
Articles of Incorporation, Article II, contains clerical error stating authorized common stock of the Corporation is
20,000,000
5. Correction of the inaccuracy or defect.
Articles of Incorporation, Article II, states that authorized common stock of the Corporation is 50,000,000
6. Signature:
X /s/ Donald Mayer
Authorized Signature
Title Pres
Date 5/21/07
*If entity is a Corporation, it must be signed by an Officer if stock has been issued, OR an Incorporation or Director if stock has not been issued; a Limited-Liability Company, by a manager or managing members; a Limited Partnership or limited-Liability Partnership, by a General Partner; a Limited-Liability Partnership, by a Managing Partner; a Business Trust, by a Trustee.
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
Nevada Secretary of State AM Correction 2007
Revised on 10/01/07