UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2009
MARIPOSA RESOURCES, LTD.
(Exact name of registrant as specified in its charter)
Nevada |
333-137481 |
06-1781911 |
(State of Incorporation) |
(Commission File No.) |
(Tax ID No.) |
11923 SW 37 th Terrace, Miami, FL 33175
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (305) 677-9456
(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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below).
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 CFR240.13e-4(c)). |
EXPLANATORY NOTE
This amendment Current Report on Form 8K is being filed solely to file the Exhibit 3.1 which was incorrectly filed with the original filing on April 21, 2009.
Item 5.03. Amendment to Articles of Incorporation
On April 8, 2009, the Board of Directors and a majority of the stockholders of Mariposa Resources, Ltd. (the Corporation) approved resolutions to amend the Articles of Incorporation of the Corporation (the Amendment) which Amendment was filed with the Secretary of State of the State of Nevada on April 8, 2009, to effect an increase in the number of authorized capital shares of the Corporation to 600,000,000 shares, of which 500,000,000 shares are designated as common stock, par value $0.001 per share, and 100,000,000 shares are designated as preferred stock, par value $0.001 per share. The shares of Preferred Stock may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the Board of Directors of the Corporation or any committee thereof established by resolution of the Board of Directors pursuant to the Bylaws prior to the issuance of any shares thereof; each such class or series of Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof, all in accordance with the laws of the State of Nevada.
The Amendment was approved by the holders of 63.3% of the issued and outstanding shares of the Corporations voting capital stock.
Item 8.01. Other Events
On April 8, 2009, the Corporations Board of Directors approved a ten-for-one (10:1) forward split of the Corporations common stock, par value $0.001 per share. The forward split will be legally effective as of the close of business on Wednesday, April 29, 2009, and following FINRA approval, the market effective date for the reverse stock split is anticipated to be April 30, 2009, or such other date as approved by FINRA. As a result of the forward stock split, every one share of the Corporations old common stock will be converted into ten shares of the Corporations new common stock. Immediately following the forward split, the number of shares of the Corporations outstanding issued common stock shall be increased from 4,737,500 shares to approximately 47,375,000 shares
Once FINRA has approved the corporate actions effectuating the forward stock split, FINRA will issue a new symbol under which the Corporations common stock will be traded. A new CUSIP number has been issued for the Corporations new common stock (57027F 204) to distinguish stock certificates issued after the effective date of the forward stock split. The Corporations old CUSIP number was 57027F 100.
All stockholders holding physical stock certificates are required to surrender their old stock certificates in exchange for new stock certificates. The Corporations stockholders should not send their stock certificates to the Corporation. Stockholders will be notified by the Corporations Transfer Agent, Island Stock Transfer, Inc. regarding the process for exchanging existing stock certificates representing pre-split shares. There were no Options issued to purchase the Corporations common stock.
(c) Exhibits:
Exhibit No. |
Exhibit Description |
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3.1 |
Amendment to Articles of Incorporation of the Registrant dated April 8, 2009. |
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.
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Mariposa Resources, Ltd. |
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Date: April 21, 2009 |
By: |
/s/ Nanuk Warman |
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Nanuk Warman, President |
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