UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2007
Nevada 000-25753 87-0449667
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(State or other jurisdiction (Commission File No.) (IRS Employer
or incorporation) Identification No.)
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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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 7.01 Regulation FD Disclosure.
Effective December 20, 2007 Fittipaldi Logistics, Inc. has changed its name to NuState Energy Holdings, Inc. The corporate name change was brought about by a merger of a wholly-owned subsidiary into Fittipaldi Logistics, Inc. with Fittipaldi Logistics, Inc. surviving but renamed NuState Energy Holdings, Inc. As a result of the name change, the CUSIP number of the Company's common stock was changed to 67058V101. The Company has submitted the requisite documentation to NASDAQ Market Operations in order to obtain a new trading symbol for the company's common stock which is quoted on the OTC Bulletin Board. The new trading symbol is expected to be issued in early January 2008 and another current report on Form 8-K will be filed at that time. The name change does not affect the rights of the company's stockholders and current stockholders will not be required to turn in their currently-held stock certificates for new certificates. However, if any current stockholders desire to exchange their stock certificates for certificates that have the new corporate name and CUSIP number they may do so by mailing the certificate to the company's transfer agent, Madison Stock Transfer, Inc., 1688 East 16th Street, Brooklyn, New York 11229, telephone number is (718) 627-6341. Any costs associated with the exchange will be the responsibility of the stockholders.
Item 9.01. Financial Statements and Exhibits
(a) Exhibits.
4.18 Articles of Merger between Fittipaldi Logistics, Inc. and NuState Energy Holdings, Inc.
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.
NuSTATE ENERGY HOLDINGS, INC.
Date: December 31, 2007 By: /s/ Frank P. Reilly
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Frank P. Reilly,
Chief Executive Officer
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Exhibit 4.18
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
(Pursuant to Nevada Revised Statutes Chapter 92A)
(excluding 92A.200(4b))
1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box ? and attach an 8112" x 11" blank sheet containing the required information for each additional entity.
NuSTATE ENERGY HOLDINGS, INC. Name of merging entity NEVADA CORPORATION Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * Name of merging entity Jurisdiction Entity type * and, FITTIPALDI LOGISTICS, INC. Name of surviving entity NEVADA CORPORATION Jurisdiction Entity type * |
*Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
Filing Fee: $350.00
This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/O5
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):
Attn:
c/o:
3) (Choose one)
[ ] The undersigned declares that a plan of merger has been adopted by
each constituent entity (NRS 92A.200).
[X] The undersigned declares that a plan of merger has been adopted by
the parent domestic entity (NRS 92A.180)
4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box [ ] and attach an 8 112" x 11" blank sheet containing the required information for each additional entity):
(a) Owner's approval was not required from
NuSTATE ENERGY HOLDINGS, INC.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
FITTIPALDI LOGISTICS, INC.
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/O5
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
(b) The plan was approved by the required consent of the owners of *:
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/O5
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
(c) Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
Name of merging entity, if applicable
and, or;
Name of surviving entity, if applicable
This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/O5
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:
ARTICLE 1: THE NAME OF THE CORPORATION IS NuSTATE ENERGY HOLDINGS, INC.
6) Location of Plan of Merger (check a or b):
[ ] (a) The entire plan of merger is attached;
or,
[X] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
7) Effective date (optional)": Close of business on the 10th day following the filing date.
* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. P lease entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are fled (NRS 92A.240).
This form must be accompanied by appropriate fees. Nevada Secretary of State AM Merger 2003 Revised on: 10/03/O5
DEAN HELLER
Secretary of State
204 North Carson Street, Suite I
Carson City, Nevada 89701-4299
(775) 684-5708 Website: secretaryofstate.biz
Articles of Merger
(PURSUANT TO NRS 92A.200)
ABOVE SPACE IS FOR OFFICE USE ONLY
8) Signatures - Must be signed by:: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
(If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.):
NuSTATE ENERGY HOLDINGS. INC.
Name of merging entity
/s/ Frank P. Reilly CHIEF EXECUTIE OFFICER 12/05/07 ------------------- Signature Title Date |
Name of merging entity Signature Title Date Name of merging entity Signature Title Date Name of merging entity Signature Title Date FITTIPALDI LOGISTICS, INC. Name of merging entity /s/ Frank P. Reilly CHIEF EXECUTIVE OFFICER 12/05/07 ------------------- Signature Title Date |
*The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
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 Merger 2003 Revised on: 10/03/O5