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
August 31, 2011
Date of Report (Date of earliest event reported)
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
NEVADA 000-54329 980583166
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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21 Sparrow Circle, White Plains, NY 10605
(Address of principal executive offices) (Zip Code)
+972.4.8242051
(Registrant's telephone number, including area code)
70 Denya St. Haifa Israel, 34980
(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:
[ ] 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))
EXPLANATORY NOTE:
This amended current report on Form 8-K/A is being filed to attach a Certificate of Correction which corrects the par value of the common stock after the stock split.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective August 31, 2011, we completed a merger with our subsidiary, Orgenesis Inc., a Nevada corporation which was incorporated solely to effect a change in our name. As a result, we have changed our name from "Business Outsourcing Services, Inc." to "Orgenesis Inc."
Also effective August 31, 2011 we effected a 35 to one forward stock split of our authorized and issued and outstanding common and preferred stock. As a result, our authorized capital has increased from 50,000,000 shares of common stock with a par value of $0.001 to 1,750,000,000 shares of common stock with a par value of $0.0001 and our previously outstanding 2,300,000 shares of common stock increases to 80,500,000 shares of common stock outstanding.
ITEM 7.01 REGULATION FD DISCLOSURE
The name change and forward stock split will become effective with the Over-the-Counter Bulletin Board at the opening for trading on September 2, 2011 under the current stock symbol "BOUT". A new symbol of "ORGS " will become effective October 12, 2011 and our stock will commence trading under the symbol "ORGS" on that date. Our new CUSIP number is 68619K 105.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1 Articles of Merger dated effective August 31, 2011 incorporated by reference to our current report on Form 8-K filed with the SEC on September 2, 2011
3.2 Certificate of Change dated effective August 31, 2011 incorporated by reference to our current report on Form 8-K filed with the SEC on September 2, 2011
3.3* Certificate of Correction dated February 27, 2012
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.
ORGENESIS INC.
By: /s/ Jacob Ben Arie
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Jacob Ben Arie
Chief Executive Officer and President
March 16, 2012
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ROSS MILLER Document Number
Secretary of State 20120136736-31
206 North Carson Street, Ste 1 Filing Date and Time
Carson City, Nevada 89701-4299 02/27/2012 6:28 AM
(775) 684 5708 Entity#
Website: www.nvsos.gov E0375472008-9
Filed in the office of
/s/ Ross Miller
CERTIFICATE OF CORRECTION Ross Miller
PURSUANT TO NRS CHAPTERS 78, Secretary of State
78A, 80, 81, 82, 84, 86, 87, 87A, 88, State of Nevada
88A, 89 AND 92A
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ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Correction
(Pursuant to NRS Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A,
89 AND 92A)
1. The name of the entity for which correction is being made:
Orgenesis Inc. (formerly Business Outsourcing Services Inc.)
2. Description of the original document for which correction is being made:
Certificate of Change Pursuant to NRS 78.209
3. Filing date of the original document for which correction is being made:
August 23, 2011
4. Description of the inaccuracy or defect:
The par value of the shares in item 4 is stated incorrectly as $0.001
5. Correction of the inaccuracy or defect:
Item 4. The number of authorized shares and the par value, if any, of each
class or series, if any, of shares after the change should state:
1,750,000,000 shares of common stock with a par value of $0.0001.
6. Signature:
/s/ ------------------------ --------- ---------- Authorized Signature Title Date |
"If entity is a corporation, it must be signed by an officer if stock has been issued, OR an incorporator or director if stock has not been issued; a limited -liability company, by a manager or managing members; a limited partnership or limited-liability limited 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 with the proper fees may cause this filing to be rejected.