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
May 5, 2004
Date of Report
(Date of Earliest Event Reported)
DEEP WELL OIL & GAS, INC.
Exact Name of Registrant as Specified in its Charter)
Nevada0-2401213-3087510
(State or other (Commission File (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
Suite 3175 246 Stewart Green SW
Calgary, Alberta, Canada T3H 3C8
(Address of Principal Executive Offices)
(403) 686-6104
(Registrant's Telephone Number, including area code)
Item 1. Changes in Control of Registrant.
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events and Regulation FD Disclosure.
On May 4, 2004, our Board of Directors unanimously approved a forward stock
split of our common stock at a ratio of three (3) shares for every one (1) share
held. The forward split will become effective on May 14, 2004. After the split,
we will have 37,011,468 shares of common stock issued and outstanding. Prior to
the effective date of the split, we will have 12,337,156 shares of common stock
outstanding. In connection with the stock split we increased our authorized
common shares in proportion to the forward stock split. Our authorized common
stock after the forward stock split consists of 300,000,000 shares of common
stock. Prior to the split, we were authorized to issue 100,000,000 shares of
common stock. In connection with the forward split, we amended our articles of
incorporation with the state of Nevada. We did not obtain a shareholder vote of
the forward stock split and a shareholder vote was not required by Nevada law.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
a) Financial Statements of Business Acquired.
Not applicable
b) Pro Forma Financial Information.
None
c) Exhibits.
Exhibit NumberDescription
3.2 Amended Articles of Incorporation filed with the
state of Nevada on May 5, 2004 reflecting our
three (3) shares for one (1) share forward stock
split.
Item 8. Change in Fiscal Year.
Not applicable.
Item 9. Regulation FD Disclosure.
See Exhibits.
Item 10. Amendments to Registrant's Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
Not Applicable.
Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
Not Applicable.
Item 12. Results of Operations and Financial Condition.
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
DEEP WELL OIL & GAS, INC.
DATED: May 7, 2004/s/ Steven Gawne
Steven Gawne, President
Exhibit 3(i)(b) Certificate of Amendment to Articles of Incorporation
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 884-5708
Website: secretaryofstate.biz
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Certificate of Amendment
(Pursuant to NRS 78.385 and 78.390)
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Above space is for office use only
Important: Read attached instructions before completing form.
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Deep Well Oil & Gas, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
The Corporation has deleted Article III of its Articles of Incorporation in its
entirety which authorized the Corporation to issue 100,000,000 shares of common
stock, $.001 par value per share, and the Corporation has replaced it with
Article III below which authorizes the Corporation to issue 300,000,000 shares
of common stock, $.001 par value per share.
"ARTICLE III
The number of share the Corporation is authorized to issue is 300,000,000, with
a par value of $.001 per share, and the Corporation is authorized to issue, and/
or grant options and/or warrants to purchase, or otherwise acquire, shares of
the common stock of the Corporation, upon such terms and for such consideration
as the Board of Directors of the Corporation shall determine. All Shares of
stock of this corporation shall be of the same class, namely, common capital
shares, and shall have the same rights and preferences. The Corporation is
prohibited from issuing nonvoting equity securities to the extent required by
section 1123(a)(6) of the United States Bankruptcy Code."
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles
of incorporation have voted in favor of the amendment is:0 - A shareholder
vote was not required.*
4. Effective date of filing (optional):effective upon filing
(must not be later than 90 days after this certificate is filed)
5. Officer Signature (required):/s/ Steven Gawne
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit the proper
fees may cause this filing to be rejected.
SUBMIT IN DUPLICATE
This form must be accompanied by appropriate fees. See attached fee schedule.
Nevada Secretary of State AM 78.385 Amend 2003
Revised on: 11/01/03