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) December 22, 2005
Integrated Brand Solutions Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-50331
(Commission File Number)
98-0371433
(IRS Employer Identification No.)
705-1080 Howe Street, Vancouver, BC V6Z 2T1
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (604) 638-5236
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:
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 December 13, 2005, the board of directors of our company approved a 1.5 for 1 forward stock split (the "Forward Stock Split") of our authorized, issued and outstanding common stock. The Forward Stock Split was effected with the Secretary of State of Nevada on December 20, 2005 and the record date will be as of December 22, 2005. As a result, our authorized capital increased from 500,000,000 to 750,000,000 shares of common stock with a par value of $0.001 and our issued and outstanding share capital increased from 59,300,000 shares of common stock to 88,950,000 shares of common stock.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
Certificate of Change filed with the Secretary of State of Nevada on December 20, 2005. |
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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.
INTEGRATED BRAND SOLUTIONS INC.
/s/ Steve Bajic
Steve Bajic, President and Director
Date: December 28, 2005
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DEAN HELLER
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Entity #
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Exhibit 99.1
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Certificate of Change Pursuant
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Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations
1. Name of corporation:
INTEGRATED BRAND SOLUTIONS 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:
Five Hundred Million (500,000,000) shares of common stock with a par value of $0.001.
4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
Seven Hundred and Fifty Million (750,000,000) shares of common stock with a par value of $0.001.
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:
The Corporation shall issue 1.5 shares of common stock in exchange for every one (1) share of common stock issued and outstanding immediately prior to the effective date of the Forward Stock Split.
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:
None.
7. Effective date of filing (optional): December 20, 2005
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8. Officer Signature: |
/s/ Steve Bajic
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President
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IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.